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Item 5. Market for Registrant’s Common Equity

2026-03-30 compared with 2025-03-31 · 20 added, 64 removed, 1 unchanged (99% of the section changed)

Market for Registrant’s Common Equity, Related Shareholder

Matters and Issuer Purchases of Equity Securities.

Item 5 — Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock and warrants are listed on Nasdaq

under the symbols “USAR” and “USARW”, respectively.

As of March 27, 2025, there were 444 holders

of record of our Common Stock, 27 holders of record of our Series A Preferred Stock, and 2 holders

of our New USARE Warrants.

The number of holders of record does not include a substantially greater number of “street name”

holders or beneficial holders whose Common Stock and New USARE Warrants are held of record by banks, brokers and other financial

institutions.

Pursuant to our bylaws, the former members of

USARE OpCo (excluding the former holders of the USARE Class A Convertible Preferred Units and the USARE Class A Preferred Investor Warrants,

solely with respect to securities received in exchange for such USARE OpCo securities) (together with their permitted transferees, the

“ USARE Lock-Up Holders ”) are not be permitted, prior to the date that is six months after the Closing Date (the “ Initial

Common Stock Lock-Up Period ”) to (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option

to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any shares of Common Stock that were or will be issued

or were or will be issuable to such USARE Lock-Up Holders in connection with the transactions contemplated by the Business Combination

Agreement (the “ USARE Lock-Up Shares ”) (ii) enter into any swap or other transfer arrangement in respect

of the USARE Lock-Up Shares or (iii) take any other similar actions (the actions specified in the foregoing clauses (i) through

(iii), collectively, “ Transfer ”), without the prior written consent of our board of directors.

Our bylaws further provide

that such USARE Lock-up Holders will not be permitted to, prior to the date that is one year after the Closing Date (the “ Second

Common Stock Lock-Up Period ”), Transfer more than 50% of the USARE Lock-Up Shares, without the prior written consent of our

board of directors.

Our bylaws provide for certain permitted transfers, including but not limited to, transfers to certain affiliates

or family members, transfers of shares acquired on the open market after the consummation of the Business Combination, subject to certain

conditions, or the exercise of certain stock options and warrants.

Notwithstanding the foregoing, in connection with the Closing of the

Business Combination, our board of directors released specified USARE Lock-Up Holders, generally the USARE Lock-Up Holders who were expected

to own less than 0.2% of the Common Stock issued to all USARE Lock-Up Holders in the Business Combination, from the lock-up described above.

We have not paid any cash dividends on our securities

We do not intend to pay cash dividends for the foreseeable future.

The payment of cash dividends in the future will be dependent

upon our revenues and earnings, if any, capital requirements and general financial condition.

The payment of any cash dividends will be

within the discretion of our board of directors at such time.

If we incur any indebtedness, our ability to declare dividends may be limited

by restrictive covenants we may agree to in connection therewith.

Securities Authorized for Issuance under Equity

Compensation Plans

As of December 31, 2024, we did not have any securities

authorized for issuance under equity compensation plans.

On March 13, 2025, in connection with Closing of the Business Combination, our

shareholders approved the USA Rare Earth, Inc.

2024 Omnibus Incentive Plan (the “ USARE Incentive Plan ”).

We have reserved

a total of 13,000,000 shares of our common stock for issuance pursuant to the USARE Incentive Plan, and the maximum number of shares that

may be issued pursuant to the exercise of incentive stock options granted under the USARE Incentive Plan is 13,000,000, in each case,

subject to certain adjustments set forth therein.

Recent Sales of Unregistered Securities;

of Proceeds from Registered Offerings

At the closing of the Business Combination, we

an aggregate of 784,315 shares of Series A Preferred Stock and Series A Preferred Investor Warrants exercisable for an aggregate of

784,315 shares of Common Stock, subject to adjustment, at an initial exercise price of $12.00 per share, subject to adjustment, pursuant

to the PIPE SPAs, for an aggregate consideration of $8,000,000;

an aggregate of 131,048 shares of Series A Preferred Stock pursuant to the Blitzer Series A SPA (as defined below) in exchange for

Michael Blitzer’s forgiveness of the remaining 50% of the Convertible Promissory Note (as defined below);

an aggregate of 877,500 shares of Common Stock pursuant to USARE OpCo’s arrangements with Cohen & Company Capital Markets,

A Division of J.V.B.

Financial Group, LLC (“ CCM ”).

These securities were issued pursuant to the exemption

from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Each acquiror is an accredited investor for

purposes of Rule 501 of Regulation D.

Our common stock is listed on the Nasdaq Global Market under the symbol “USAR.”

As of March 23, 2026, there were approximately 140 stockholders of record of our common stock as reported by our transfer agent, one of which is Cede & Co., a nominee for Depository Trust Company (“DTC”).

All of the shares of common stock held by brokerage firms, banks, and other financial institutions as nominees for beneficial owners are deposited into participant accounts at DTC and are therefore considered to be held of record by Cede & Co., as one stockholder.

Dividend Policy

We have never declared or paid any dividends on our common stock, and we do not currently intend to pay any dividends on our common stock for the foreseeable future.

Any future determination to pay dividends on our common stock will be, subject to applicable law, at the discretion of the Board, and will depend upon, among other factors, our results of operations, financial condition, capital requirements, and contractual restrictions in loan or other agreements.

Securities Authorized for Issuance Under Equity Compensation Plans

Information regarding our equity compensation plans and the securities authorized for issuance thereunder is set forth herein under Part III, Item 12 , Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” included in this Annual Report on Form 10-K.

Sales of Unregistered Securities

Pursuant to that certain marketing services agreement, dated March 17, 2025, by and between the Company and Outside the Box Capital Inc.

(“OTB”), the Company issued 25,000 shares of Common Stock to OTB on April 15, 2025 as consideration for certain marketing services.

Pursuant to that certain settlement agreement and release, dated July 1, 2025, by and among the Company, USARE OpCo, Ramco Asset Management, LLC, Stewart Kleiner, and The DinSha Dynasty Trust (“DinSha”), the Company issued 159,000 shares of Common Stock to DinSha on July 3, 2025.

The issuances described above were exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and in reliance on similar exemptions under applicable state laws.

Each of OTB and DinSha represented that it was an accredited investor within the meaning of Rule 501(a) of Regulation D and was acquiring the shares as principal for its own account and not with a view to or for distributing or reselling the shares.

The shares were offered without any general solicitation by the Company or its representatives.

The issuance of such shares was not registered under the Securities Act or any state securities laws and such shares may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements of the Securities Act.

Item 6 — [Reserved]

USA Rare Earth, Inc.

| 2025 Annual Report (Form 10-K) | 54

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity