USA Rare Earth, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) USA Rare Earth, Inc. Condensed Consolidated Balance Sheets March 31, 2026 December 31, 2025 (In thousands) ASSETS Current assets Cash and cash equivalents $ 1,749,644 $ 359,925 Accounts receivable 5,691 3,764 Inventories 28,430 18,535 Prepaid expenses and other current assets 6,621 3,151 Total current assets 1,790,386 385,375 Property, plant and equipment, net 118,967 86,449 Mineral interests 17,339 17,339 Goodwill 134,848 134,848 Other intangible assets, net 67,255 68,612 Equipment deposits 5,364 1,879 Operating lease right-of-use assets 473 321 Other non-current assets 207 176 Total assets $ 2,134,839 $ 694,999 LIABILITIES, MEZZANINE AND STOCKHOLDERS' EQUITY Liabilities Current liabilities Accounts payable $ 17,084 $ 11,069 Accrued liabilities 21,360 14,073 Contract liabilities 10,377 10,500 Note payable — 1,849 Finance leases, current 286 283 Operating leases, current 232 137 Total current liabilities 49,339 37,911 Deferred grant income 8,414 8,200 Finance leases, non-current 519 592 Operating leases, non-current 244 185 Earnout liability 145,080 108,671 Warrant liability 26,491 19,534 Deferred tax liability 16,179 16,715 Total liabilities 246,266 191,808 Commitments and contingencies (Note 5) Mezzanine equity 12 % Series A Cumulative Convertible Preferred Stock subject to possible redemption 9,614 8,905 Total mezzanine equity 9,614 8,905 Stockholders' equity Common stock 22 15 Accumulated other comprehensive (loss) income ( 200 ) 130 Additional paid-in capital 2,332,912 879,848 Accumulated deficit ( 454,349 ) ( 387,360 ) Non-controlling interest 574 1,653 Total stockholders' equity 1,878,959 494,286 Total liabilities, mezzanine equity, and stockholders' equity $ 2,134,839 $ 694,999 See Accompanying Notes to Condensed Consolidated Financial Statements USA Rare Earth, Inc. | Q1'2026 Quarterly Report (Form 10-Q) | 1 Table of Contents USA Rare Earth, Inc. Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income Three Months Ended March 31, 2026 2025 (In thousands, except per share) Revenue $ 5,698 $ — Cost of revenue 5,592 — Gross profit 106 — Operating expenses: Selling, general and administrative 21,175 7,029 Research and development 14,249 1,689 Amortization of intangible assets 1,357 — Total operating expenses 36,781 8,718 Loss from operations ( 36,675 ) ( 8,718 ) Other (expense) income, net: Interest and dividend income 11,970 187 Grant income 206 — (Loss) gain on fair market value of financial instruments, net ( 43,553 ) 60,300 Interest expense and other loss, net ( 593 ) ( 87 ) Total other (expense) income, net ( 31,970 ) 60,400 (Loss) income before income taxes ( 68,645 ) 51,682 Benefit from income taxes ( 577 ) — Net (loss) income ( 68,068 ) 51,682 Net loss attributable to non-controlling interest ( 1,079 ) ( 150 ) Net (loss) income attributable to USA Rare Earth, Inc. $ ( 66,989 ) $ 51,832 ​ Other comprehensive (loss) income, net of tax Foreign currency translation adjustments ( 330 ) — Comprehensive (loss) income attributable to USA Rare Earth, Inc. $ ( 67,319 ) $ 51,832 Net (loss) income per share attributable to USA Rare Earth, Inc.: Basic $ ( 0.34 ) $ 0.75 Diluted ( 0.34 ) 0.58 Number of shares used in per share calculations: Basic 196,479 64,463 Diluted 196,479 83,079 See Accompanying Notes to Condensed Consolidated Financial Statements USA Rare Earth, Inc. | Q1'2026 Quarterly Report (Form 10-Q) | 2 Table of Contents USA Rare Earth, Inc. Condensed Consolidated Statements of Mezzanine Equity Three Months Ended March 31, 2026 2025 Shares Amount Shares Amount (In thousands) 12 % Series A Cumulative Convertible Preferred Stock Beginning balance 1,224 $ 8,905 2,739 $ 21,173 USARE LLC Convertible Preferred unit dividends — — 84 1,082 Issuance of preferred stock, net of issuance costs — — 2,279 11,745 Shares issued in reverse recapitalization — — 131 1,527 Deferred offering costs — — — ( 3,237 ) Deemed dividend and accretion to redemption value — 709 — 107 Ending balance 1,224 $ 9,614 5,233 $ 32,397 Subscription Receivable Beginning balance $ — $ ( 1,250 ) Shares issued in reverse recapitalization — 1,250 Ending balance $ — $ — Total Mezzanine Equity Beginning balance 1,224 $ 8,905 2,739 $ 19,923 Ending balance 1,224 9,614 5,233 32,397 See Accompanying Notes to Condensed Consolidated Financial Statements USA Rare Earth, Inc. | Q1'2026 Quarterly Report (Form 10-Q) | 3 Table of Contents USA Rare Earth, Inc. Condensed Consolidated Statements of Stockholders' Equity Three Months Ended March 31, 2026 2025 Shares Amount Shares Amount (In thousands) Common Stock Beginning balance 148,055 $ 15 60,091 $ 6 USARE LLC Convertible Preferred unit dividends — — 182 — Shares issued in reverse merger recapitalization — — 21,679 2 Investor warrants exercised 10 — — — PIPE financing 69,767 7 — — Other issuances 144 — — — Ending balance 217,976 $ 22 81,952 $ 8 Additional Paid-In Capital Beginning balance $ 879,848 $ 104,244 Equity-based compensation 4,939 241 Deemed dividend - preferred accretion to redemption value ( 709 ) ( 107 ) Warrant exercises 255 — PIPE financing 1,499,993 — PIPE financing costs ( 51,003 ) — Earnout liability — ( 99,639 ) Forward purchase agreement — ( 219 ) Transaction bonus — 841 Extinguishment of note payable — 1,506 Reverse recapitalization — ( 6,843 ) Other ( 411 ) — Ending balance $ 2,332,912 $ 24 Accumulated Other Comprehensive Loss Beginning balance $ 130 $ — Translation adjustment ( 330 ) — Ending balance $ ( 200 ) $ — Subscription Receivable Beginning balance $ — $ — Forward purchase agreements prepayment — ( 20,389 ) Early termination of forward purchase agreements — 3,271 Accretion of forward purchase agreements — ( 69 ) Ending balance $ — $ ( 17,187 ) Accumulated Deficit Beginning balance $ ( 387,360 ) $ ( 72,872 ) Shares issued in reverse merger recapitalization — ( 16,954 ) Net (loss) income attributable to USA Rare Earth, Inc. ( 66,989 ) 51,832 Ending balance $ ( 454,349 ) $ ( 37,994 ) Non-Controlling Interest Beginning balance $ 1,653 $ 2,643 Net loss attributable to non-controlling interest ( 1,079 ) ( 150 ) Ending balance $ 574 $ 2,493 Total Stockholders’ Equity (Deficit) Beginning balance 148,055 $ 494,286 60,091 $ 34,021 Ending balance 217,976 1,878,959 81,952 ( 52,656 ) See Accompanying Notes to Condensed Consolidated Financial Statements USA Rare Earth, Inc. | Q1'2026 Quarterly Report (Form 10-Q) | 4 Table of Contents USA Rare Earth, Inc. Condensed Consolidated Statements of Cash Flows Three Months Ended March 31, 2026 2025 (In thousands) Cash flows from operating activities: Net (loss) income $ ( 68,068 ) $ 51,682 Adjustments to reconcile net (loss) income to cash used in operating activities Equity-based compensation expense 4,939 1,282 Depreciation 629 27 Amortization of other intangible assets 1,357 — Amortization of right of use assets 118 38 Loss (gain) on fair market value of financial instruments 43,553 ( 60,300 ) Other non-cash adjustments 56 84 Changes in operating assets and liabilities: Accounts receivable ( 1,927 ) — Inventories ( 4,720 ) — Prepaid and other assets ( 2,984 ) ( 1,350 ) Accounts payable 5,273 ( 1,609 ) Accrued and other liabilities 3,818 ( 152 ) Deferred tax liability ( 536 ) — Contract liabilities ( 123 ) — Lease liability ( 55 ) ( 31 ) Deferred grants 214 — Net cash used in operating activities ( 18,456 ) ( 10,329 ) Cash flows from investing activities: Capital expenditures and equipment deposits ( 38,641 ) ( 3,050 ) Net cash used in investing activities ( 38,641 ) ( 3,050 ) Cash flows from financing activities: Proceeds from issuance of USARE LLC Preferred units — 23,250 Payment of issuance cost for USARE LLC Preferred units — ( 400 ) IPXX contribution of capital through merger — 22,867 Prepayment of Forward Purchase Agreements — ( 20,789 ) Proceeds from termination of Forward Purchase Agreements — 3,322 Payment of securities issuance costs ( 51,003 ) ( 8,281 ) Proceeds from issuance of common stock under PIPE financing 1,500,000 — Proceeds from exercise of warrants 68 — Repayment of revolving credit facility ( 1,849 ) — Financed leases ( 70 ) — Net cash provided by financing activities 1,447,146 19,969 Effect of exchange rate differences on cash and cash equivalents ( 330 ) — Net change in cash and cash equivalents 1,389,719 6,590 Cash and cash equivalents, beginning of year 359,925 16,761 Cash and cash equivalents, end of period $ 1,749,644 $ 23,351 Supplemental disclosure of cash flow information: Cash paid for interest $ 35 $ — Purchases of property and equipment in accounts payable and other accrued liabilities 7,965 — USARE LLC Convertible Preferred unit dividends — 3,042 Finance right of use assets obtained in exchange for finance lease liabilities — 1,233 Non-cash lease liabilities arising from obtaining right of use assets 209 427 See Accompanying Notes to Condensed Consolidated Financial Statements USA Rare Earth, Inc. | Q1'2026 Quarterly Report (Form 10-Q) | 5 Table of Contents USA Rare Earth, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) Note 1. Organization USA Rare Earth, Inc. (collectively with its subsidiaries, the “Company,” “USARE,” “we,” “us,” or “our”) is building a leading global rare earth value chain, from mine to magnet and beyond. The Company intends to secure, reshore, and grow the materials intelligence and production technologies required to stand up a resilient rare earth industry. This advanced industrial operating system should strengthen supply-chain security for the national defense, manufacturing and technology of the United States (“U.S.”) and its allies. The Company’s plan is to build an integrated platform to encompass the entire rare earth value chain: extraction and separation of rare earth oxides; conversion of oxides into metals, alloys and strip-cast; and production of sintered neodymium-iron-boron (“NdFeB”) permanent magnets, which the Company refers to as neo magnets. This capability should address the supply-chain vulnerabilities created by China’s current dominance of rare earth processing, and metal and magnet manufacturing. During the year ended December 31, 2025, the Company completed two significant transactions: a business combination and an acquisition. On March 13, 2025, the Company consummated a business combination with USA Rare Earth, LLC pursuant to a Business Combination Agreement with Inflection Point Acquisition Corp. II, as a result of which the Company became a publicly traded corporation listed on Nasdaq under the symbol “USAR.” The transaction was accounted for as a reverse recapitalization, with USA Rare Earth, LLC treated as the accounting acquirer. The historical financial statements of USA Rare Earth, LLC became the historical financial statements of the Company upon consummation of the merger. As a result, the financial statements in this quarterly report reflect (i) the historical operating results of USA Rare Earth, LLC prior to the merger; (ii) the combined results of Inflection Point Acquisition Corp. II and USA Rare Earth, LLC following the close of the merger; (iii) the assets and liabilities of USA Rare Earth, LLC at their historical cost; and (iv) USA Rare Earth, LLC’s equity structure for all periods presented, as affected by the recapitalization presentation after completion of the merger. On November 18, 2025, the Company acquired Indian Ocean Rare Metals Pte. Ltd., the parent of Less Common Metals Ltd. (“Less Common Metals”), a rare earth metal and alloy manufacturer based in Cheshire, United Kingdom. The acquisition was accounted for as a business combination and the results of Less Common Metals have been included in the Company’s consolidated financial statements beginning on the acquisition date. For a complete description of both transactions, including the purchase price allocation, assets acquired, liabilities assumed, and related accounting policies, refer to Note 2 , “Merger Transaction and Acquisition,” of the Notes to Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”) filed with the SEC on March 30, 2026. Basis of Presentation The accompanying Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. The December 31, 2025 Condensed Consolidated Balance Sheet was derived from audited financial statements and does not include all disclosures, including notes, required by GAAP; however, the Company believes the disclosures included are adequate to make the information presented not misleading. The March 31, 2026 unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the notes thereto in the 2025 Annual Report. The unaudited Condensed Consolidated Financial Statements include all adjustments (consisting of normal recurring adjustments) which, in the opinion of management, are necessary for a fair presentation of the Company’s financial condition, results of operations and cash flows for the periods presented. USA Rare Earth, Inc. | Q1'2026 Quarterly Report (Form 10-Q) | 6 Table of Contents USA Rare Earth, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) The results of operations for the interim periods are not necessarily indicative of the operating results for the full fiscal year or any future periods. References to a year refer to the Company’s fiscal years ended on December 31 of the specified year. Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries, as well as variable interest entities (“VIEs”) for which the Company is the primary beneficiary. All intercompany transactions and balances have been eliminated. Use of Estimates The preparation of Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates, assumptions, and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the financial statement date and the reported amounts of expenses during the reporting period. Significant estimates include goodwill and other intangible assets arising from business combinations, asset and liability valuations, including earnout and warrant liabilities, deferred taxes and related valuation allowances, and other fair value measurements. These estimates involve inherent uncertainties and the exercise of judgment; therefore, actual results could differ materially from those estimates if assumptions or underlying circumstances change. Significant Accounting Policies For a detailed description of the Company’s Significant Accounting Policies, please refer to the Company’s 2025 Annual Report. Recently Issued Accounting Pronouncements Not Yet Adopted In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement – Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses . This ASU requires additional disclosures that disaggregate income statement expense line items, including (i) the amounts of purchased inventory, employee compensation, depreciation, amortization, and other related costs and expenses; (ii) a qualitative description of costs and expenses not disaggregated quantitatively; and (iii) the definition and total amount of selling expenses. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The ASU should be applied prospectively; however, retrospective application is permitted for all prior periods presented. The Company is currently evaluating the impact of adopting this ASU on its financial reporting disclosures. In January 2025, the FASB issued ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date . This ASU amends the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting this ASU on its financial reporting disclosures. In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities . This ASU applies to business entities that receive government grants and addresses the accounting for cash and non-monetary grants, including forgivable loans, while excluding tax abatements, income tax credits, and exchange transactions. The ASU requires recognition of government grants when there is reasonable assurance that the entity will comply with the conditions attached to the grants and the grants will be received. The amendments permit income‑related grants to be presented as either other income or a reduction of related expenses, and asset‑related grants to be recorded as deferred income or as a reduction of the asset’s cost basis. This ASU is effective for fiscal years beginning after December 15, 2028, and interim periods within those fiscal years, with early adoption permitted. The ASU may be applied using a modified prospective, modified retrospective, or full retrospective approach. The Company is currently evaluating the impact of adopting this ASU on its financial reporting disclosures. USA Rare Earth, Inc. | Q1'2026 Quarterly Report (Form 10-Q) | 7 Table of Contents USA Rare Earth, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements , which improves and clarifies interim reporting requirements under U.S. GAAP. The ASU compiles required interim disclosures, including disclosure of material changes since the last annual reporting period, to improve consistency and navigability. This ASU is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted. The ASU should be applied prospectively, although retrospective application is permitted for all prior periods presented. The Company is currently evaluating the impact of adopting this ASU on its financial reporting disclosures. Note 2. Fair Value Measurements U.S. GAAP defines fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price), and establishes a fair value hierarchy that prioritizes the inputs used to measure fair value using the following definitions (from highest to lowest priority): • Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. • Level 2 — Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means. • Level 3 — Prices or valuation techniques requiring inputs that are both significant to the fair-value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Level 1 and Level 2 Fair Value of Financial Instruments on a Recurring Basis The following table presents the Company’s Level 1 and Level 2 financial assets measured at fair value on a recurring basis, including pricing category, amortized cost, gross unrealized gains and losses, and fair value. The Company has no Level 1 and Level 2 financial liabilities measured on a recurring basis. March 31, 2026 December 31, 2025 Pricing Category Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (In thousands) Money market funds Level 1 $ 1,741,462 $ — $ — $ 1,741,462 $ 353,841 $ — $ — $ 353,841 Level 3 Fair Value of Financial Instruments on a Recurring Basis The following table presents the Company’s Level 3 financial liabilities measured at fair value on a recurring basis. The Company has no Level 3 financial assets measured at fair value on a recurring basis. March 31, 2026 December 31, 2025 (In thousands) Earnout liability $ 145,080 $ 108,671 Warrant liability 26,491 19,534 Total earnout and warrant liabilities $ 171,571 $ 128,205 USA Rare Earth, Inc. | Q1'2026 Quarterly Report (Form 10-Q) | 8 Table of Contents USA Rare Earth, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) Level 3 Valuation and Reconciliation Earnout Liability The Company valued the earnout liability using a Monte Carlo simulation which includes Level 3 unobservable inputs. The following table summarizes the significant inputs used to value the earnout liability as of the dates indicated. March 31, 2026 December 31, 2025 Share price $ 15.14 $ 11.90 Expected volatility 68.3 % 70.1 % Risk-free interest rate 3.85 % 3.70 % Remaining term (in years) 5.0 5.2 The following table presents the reconciliation of the earnout liability measured at fair value on a recurring basis for the dates indicated. March 31, 2026 December 31, 2025 (In thousands) Balance, beginning of period $ 108,671 $ — Establishment of liability at March 13, 2025 — 99,639 Change in estimated fair value (1) 36,409 9,032 Balance, end of period $ 145,080 $ 108,671 (1) Change in estimated fair value is recognized in (Loss) gain on fair market value of financial instruments, net in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. Warrant Liability The Company valued the Series A Warrant liability using a Monte Carlo simulation which includes Level 3 unobservable inputs. The following table summarizes the significant inputs used to value the Series A Warrant liability as of the dates indicated. March 31, 2026 December 31, 2025 Share price $ 15.14 $ 11.90 Exercise price $ 7.00 $ 7.00 Expected volatility 68.3 % 67.3 % Risk-free rate 3.8 % 3.6 % Dividend yield — % — % Put term (in years) 4.0 4.2 USA Rare Earth, Inc. | Q1'2026 Quarterly Report (Form 10-Q) | 9 Table of Contents USA Rare Earth, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) The following table presents the reconciliation of the Series A Warrant liability measured at fair value on a recurring basis for the dates indicated. March 31, 2026 December 31, 2025 (In thousands) Balance, beginning of period $ 19,534 $ — Establishment of liability at March 13, 2025 — 40,652 Change in estimated fair value (1) 7,144 37,549 Warrant exercises ( 187 ) ( 58,667 ) Balance, end of period $ 26,491 $ 19,534 (1) Change in estimated fair value is recognized in (Loss) gain on fair market value of financial instruments, net in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. Note 3. Other Financial Information Inventories Inventories consist of materials, labor, and manufacturing overhead and are stated at the lower of weighted‑average cost or net realizable value. The following table presents inventories as of the dates indicated. March 31, 2026 December 31, 2025 (In thousands) Raw materials $ 22,124 $ 16,532 Work-in-process 3,614 772 Finished goods 2,692 1,231 Total inventories $ 28,430 $ 18,535 Prepaid and Other Current Assets The following table presents prepaid expenses and other current assets as of the dates indicated. March 31, 2026 December 31, 2025 (In thousands) Prepaid insurance $ 1,691 $ 728 Grants receivable 1,053 — Other receivables — 286 Engineering and consulting costs — 2,137 Supplier advances 2,088 — Other 1,789 — Total prepaid and other current assets $ 6,621 $ 3,151 USA Rare Earth, Inc. | Q1'2026 Quarterly Report (Form 10-Q) | 10 Table of Contents USA Rare Earth, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) Property, Plant and Equipment, Net The following table presents the components of the Company’s property, plant and equipment, net, as of the dates indicated. Property, plant and equipment balances include the effects of foreign currency translation adjustments related to the Company’s non‑U.S. operations, which are recorded in Accumulated other comprehensive (loss) income on the accompanying Condensed Consolidated Balance Sheet. March 31, 2026 December 31, 2025 (In thousands) Land $ 707 $ 707 Land improvements 403 403 Buildings 7,030 7,038 Building improvements 2,566 2,566 Manufacturing equipment 16,989 12,404 Lab equipment 3,999 3,724 Leasehold improvements 1,199 795 Furniture & fixtures 52 46 Computer equipment 13 13 Construction in progress - Buildings (1) 57,944 30,267 Construction in progress - Magnet plant equipment and other (1) 29,244 29,083 Property, plant and equipment, gross 120,146 87,046 Less: Accumulated depreciation ( 2,161 ) ( 1,640 ) Property, plant and equipment, net $ 117,985 $ 85,406 Finance lease right-of-use assets $ 1,233 $ 1,233 Less: Accumulated amortization ( 251 ) ( 190 ) Finance lease-right-of-use assets, net $ 982 $ 1,043 Total property, plant and equipment, net $ 118,967 $ 86,449 (1) Construction in progress assets are placed in service and depreciated upon completion of construction, installation, certification, and when ready for their intended use. Depreciation and amortization of property, plant and equipment is calculated using the straight‑line method over the estimated useful lives of the related assets. The following table presents depreciation expense related to the Company’s property, plant and equipment and amortization expense related to the Company’s finance lease right‑of‑use assets for the periods indicated. Three Months Ended March 31, 2026 2025 (In thousands) Depreciation expense $ 629 $ 27 Amortization expense 61 6 Total depreciation and amortization $ 690 $ 33 USA Rare Earth, Inc. | Q1'2026 Quarterly Report (Form 10-Q) | 11 Table of Contents USA Rare Earth, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) Goodwill and Other Intangible Assets Goodwill The following table presents the changes in the carrying amount of goodwill as of the dates indicated. March 31, 2026 December 31, 2025 (In thousands) Balance, beginning of period $ 134,848 $ — Goodwill recognized in connection with the acquisition of Less Common Metals Ltd. — 134,848 Balance, end of period $ 134,848 $ 134,848 Goodwill is not amortized and is tested for impairment annually and when events or changes in circumstances indicate that it is more likely than not that an impairment may exist. The Company’s annual goodwill impairment test is performed as of October 1. The Company may first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the qualitative assessment indicates potential impairment, or if the Company elects not to perform a qualitative assessment, a quantitative impairment test is performed. In the quantitative test, the carrying value of the reporting unit is compared to its estimated fair value. If the carrying value exceeds fair value, an impairment charge is recognized for the excess, limited to the carrying amount of goodwill. Other Intangible Assets The following table presents the Company’s other intangible assets, by major class, as of the dates indicated. March 31, 2026 December 31, 2025 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (In thousands) Trade name $ 7,245 $ ( 181 ) $ 7,064 $ 7,245 $ ( 60 ) $ 7,185 Customer relationships 11,856 ( 222 ) 11,634 11,856 ( 74 ) 11,782 Supplier relationships 33,986 ( 1,275 ) 32,711 33,986 ( 425 ) 33,561 Know-how 16,203 ( 357 ) 15,846 16,203 ( 119 ) 16,084 Total other intangible assets $ 69,290 $ ( 2,035 ) $ 67,255 $ 69,290 $ ( 678 ) $ 68,612 The following table presents amortization expense related to the Company’s other intangible assets for the periods indicated. There was no intangible amortization for the three months ended March 31, 2025. Three Months Ended March 31, 2026 (In thousands) Trade name $ 121 Customer relationships 148 Supplier relationships 850 Know-how 238 Total amortization of other intangible assets $ 1,357 USA Rare Earth, Inc. | Q1'2026 Quarterly Report (Form 10-Q) | 12 Table of Contents USA Rare Earth, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) Amortization of Intangible Assets The following table presents estimated future amortization expense of finite‑lived intangible assets as of March 31, 2026. Year Ending December 31, Finite-lived Intangible Assets (In thousands) 2026 (remaining nine months) $ 4,071 2027 5,428 2028 5,428 2029 5,428 2030 5,428 2031 and thereafter 41,472 Total estimated amortization $ 67,255 Accrued Liabilities The following table presents accrued liabilities as of the dates indicated. March 31, 2026 December 31, 2025 (In thousands) Payroll and related employee taxes $ 2,011 $ 2,659 Construction in progress 8,049 6,302 Legal 6,581 1,668 Asset retirement obligation (1) 689 700 Other 4,030 2,744 Total accrued liabilities $ 21,360 $ 14,073 (1) The Company recorded certain Asset Retirement Obligations (“ARO”), in connection with the Company’s obligation to return its Cheshire, United Kingdom building to its “original condition,” as defined in the lease agreement. The building lease will expire in November 2026 and the estimated cost is expected to be paid at lease expiration. The following table presents the ARO activity for the periods indicated. March 31, 2026 December 31, 2025 (In thousands) Balance, beginning of period $ 700 $ — Obligations arising from acquisition — 605 Accretion — 82 Foreign currency translation ( 11 ) 13 Balance, end of period $ 689 $ 700 USA Rare Earth, Inc. | Q1'2026 Quarterly Report (Form 10-Q) | 13 Table of Contents USA Rare Earth, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) Contract Liabilities The Company’s contract liabilities, which consist of customer deposits and deferred revenue, when cash payments are received in advance of the Company’s performance. As of March 31, 2026, the Company evaluated its remaining performance obligations under its contract liabilities. The Company’s contract liabilities primarily consist of short‑term arrangements with original expected durations of one year or less, and related revenue is expected to be recognized over the next year. The following table presents the activity related to contract liabilities for the dates indicated. March 31, 2026 December 31, 2025 (In thousands) Balance, beginning of period $ 10,500 $ — Contract liabilities related to acquisition ( 26 ) 10,341 Revenue recognized — ( 21 ) Cash received, excluding amounts recognized as revenue during the period 4 23 Translation adjustments ( 101 ) 157 Balance, end of period $ 10,377 $ 10,500 Notes Payable The following table presents notes payable as of the dates indicated. March 31, 2026 December 31, 2025 (In thousands) Barclays Trade Loan $ — $ 1,849 On February 13, 2026, the Company repaid the outstanding Barclays Trade Loan balance in full, including accrued interest, to Barclays Bank PLC, and the loan was cancelled upon repayment. The following table presents interest expense related to the Company’s notes payable for the periods indicated. Three Months Ended March 31, 2026 2025 (In thousands) Hatch Note (1) $ — $ 54 Barclays Trade Loan (2) 35 — Total interest expense $ 35 $ 54 (1) The Hatch Note was extinguished on March 13, 2025. (2) The Barclays Trade Loan was repaid in full on February 13, 2026. Note 4. Variable Interest Entity Round Top Mountain Development Round Top Mountain Development, LLC (“RTMD”) is a variable interest entity (“VIE”), has mining rights at Round Top Mountain in the State of Texas, and is developing processing technology to process the rare earth minerals to be mined at Round Top Mountain. USA Rare Earth, Inc. | Q1'2026 Quarterly Report (Form 10-Q) | 14 Table of Contents USA Rare Earth, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) On May 17, 2021, the Company completed the acquisition of 80 % of the equity interests of RTMD, pursuant to a contribution agreement among the Company, Texas Mineral Resources Corp. (“TMRC”), and RTMD, whereby TMRC and the Company contributed their respective rights and interests in Round Top Mountain to RTMD in exchange for equity ownership. Concurrently, the Company, TMRC, and RTMD entered into a limited liability company agreement of RTMD which documented the governance of RTMD. This acquisition resulted in the consolidation of RTMD and the recognition of a noncontrolling interest representing TMRC’s equity interest. Under the amended and restated limited liability company agreement of RTMD, in the event that TMRC does not fund its share of mandatory capital contributions called for by the Company as the manager of RTMD, the Company is obligated to cover the shortfall by making additional capital contributions to RTMD (or in the event that the Company does not fund, the capital call will be withdrawn). If the Company does fund the capital contribution, additional equity interests in RTMD will be issued to the Company and TMRC will be proportionally diluted in accordance with the terms of the amended and restated limited liability company agreement. TMRC’s failure to fund its share of mandatory capital contributions called under the agreement during the three months ended March 31, 2026 has caused the Company’s ownership interest in RTMD to be increased by 30 basis points. The following table presents the ownership percentages of the Company and TMRC and the changes in ownership percentages as of the dates indicated. March 31, 2026 December 31, 2025 Ownership Change (Basis points) USA Rare Earth, Inc. 81.6 % 81.3 % 30 Texas Mineral Resources Corp. 18.4 % 18.7 % ( 30 ) Texas Mineral Resources Corp. Acquisition On March 4, 2026, the Company entered into a definitive Agreement and Plan of Merger with TMRC, pursuant to which the Company is expected to acquire 100 % of the outstanding shares of TMRC in an all‑stock transaction. The acquisition will eliminate TMRC’s minority ownership interests in RTMD and establish the Company as the sole operator and 100 % economic beneficiary of the “Round Top Project,” which consists of our operations and rights related to Round Top Mountain and the Round Top Mountain heavy rare earth element (“HREE”) metals deposit (the “Round Top Deposit”). The transaction is intended to secure full ownership control of the project, and streamline operations, governance and decision-making. The transaction is valued at approximately $ 72.3 million based on the closing price of the Company’s common stock on March 4, 2026. The aggregate merger consideration consists of approximately 3.8 million shares of the Company’s common stock, with cash paid in lieu of fractional shares. The ultimate value of the consideration will depend on the Company’s stock price at closing. USA Rare Earth, Inc. | Q1'2026 Quarterly Report (Form 10-Q) | 15 Table of Contents USA Rare Earth, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) The following table presents the assets and liabilities of RTMD that are included in the Company’s Condensed Consolidated Balance Sheets as of the dates indicated. March 31, 2026 December 31, 2025 (In thousands) ASSETS Cash and cash equivalents $ 77 $ 38 Prepaid expenses and other current assets 104 106 Operating lease right-of-use assets 473 321 Mineral interests 17,339 17,339 Property, plant and equipment, net 483 201 Equipment deposits 63 — Other non-current assets 27 27 Total assets $ 18,566 $ 18,032 LIABILITIES Accounts payable $ 878 $ 61 Accrued liabilities 1,615 469 Finance leases, current 232 137 Finance leases, non-current 244 185 Total liabilities $ 2,969 $ 852 RTMD did not record depletion expense for the mineral interests for the three months ended March 31, 2026 and 2025. RTMD’s creditors have no recourse against the Company for the RTMD consolidated liabilities included within the Company’s Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025. The assets of the consolidated VIE can only be used to settle the obligations of the consolidated VIE and not the obligations of the Company. Mineral Rights The Company acquired two mineral rights leases and an associated groundwater lease in Hudspeth County, Texas as part of the acquisition of RTMD. Mineral property acquisition costs, including acquired intangibles, licenses, and lease payments, are capitalized at cost. The net carrying value of mineral rights was $ 17.3 million at March 31, 2026 and December 31, 2025. Impairment losses are recorded on mineral rights when indicators of impairment are present and the carrying amount exceeds the associated estimated future undiscounted cash flows. As of March 31, 2026 and December 31, 2025, the Company determined that no impairment indicators were present with respect to its mineral rights. Note 5. Commitments and Contingencies Potential Future Environmental Contingency The Company's planned exploration and development activities are subject to various federal and state laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally have become more restrictive. The Company conducts its operations to protect public health and the environment and believes its current operations are materially in compliance with all applicable laws and regulations. As the Company's mining activities have not yet commenced, the Company has made, and expects to make, expenditures to comply with applicable environmental laws and regulations. The ultimate amount of reclamation and site-restoration costs to be incurred for future mining operations is unknown and uncertain as of March 31, 2026. USA Rare Earth, Inc. | Q1'2026 Quarterly Report (Form 10-Q) | 16 Table of Contents USA Rare Earth, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) Litigation From time to time, the Company may become subject to legal proceedings, claims or litigation arising in the ordinary course of business. In addition, the Company may receive notices alleging infringement of patents or other intellectual property rights. The outcomes of any legal proceedings, claims, notices or litigation are subject to uncertainty, and any claims against the Company, whether meritorious or not, can be time-consuming, result in costly litigation, require significant management time, create negative perceptions with communities, stakeholders, and government agencies and result in the diversion of significant operational resources. If an unfavorable outcome was to occur in any proceeding, claim or litigation, the Company could be adversely affected in the period in which they are resolved and the impact could be material to the Company’s business, financial condition, cash flow or results of operations, depending on the specific circumstances of the outcome. The Company accrues loss contingencies when it is both probable that the Company will incur the loss and when it can reasonably estimate the amount of the loss or range of loss. Kelley Complaint On October 16, 2025, Jill Kelley filed an action in New York Supreme Court against USA Rare Earth, LLC (Case No. 659163/2025 (N.Y. Sup.)) alleging a breach of a 2019 Consulting Agreement resulting from a purported partial payment of the obligations thereunder. Kelley also asserts claims for breach of a duty of good faith and fair dealing and unjust enrichment based on the same conduct underlying the alleged breach of the Consulting Agreement. During the first quarter of 2026, the Company proposed to settle the matter. The Company determined that the proposed settlement consideration, consisting of cash, cash payments in lieu of equity awards, and interest, was both probable and reasonably estimable and, accordingly, recorded an estimated loss contingency of approximately $ 0.4 million in the accompanying Condensed Consolidated Statement of Operations and Comprehensive (Loss) Income. Subsequent to March 31, 2026 and through the date of this Report, the settlement agreement has not been finalized. Any settlement, if consummated, will not constitute an admission of liability by the Company. Leases Balance Sheet Components and Lease Activity The following table presents the Company's finance and operating lease right‑of‑use assets and lease liabilities as reflected in the accompanying Condensed Consolidated Balance Sheets as of the dates indicated. March 31, 2026 December 31, 2025 (In thousands) Assets Finance leases, included in property, plant and equipment, net $ 982 $ 1,043 Operating lease right-of-use assets 473 321 Total $ 1,455 $ 1,364 Liabilities Finance leases, current $ 286 $ 283 Finance leases, non-current 519 592 Total finance lease liabilities 805 875 ​ Operating leases, current 232 137 Operating leases, non-current 244 185 Total operating lease liabilities 476 322 Total lease liabilities $ 1,281 $ 1,197 USA Rare Earth, Inc. | Q1'2026 Quarterly Report (Form 10-Q) | 17 Table of Contents USA Rare Earth, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) The following table presents the Company's finance and operating lease activity for the periods indicated. Three Months Ended March 31, 2026 2025 (In thousands) Finance Leases Right-of-use assets acquired $ — $ 1,233 Amortization expense 61 6 Interest expense 9 1 Cash paid (1) 79 — Operating Leases Right-of-use asset acquired $ 209 $ 163 Amortization of ROU Assets 57 32 Lease expense 62 36 Cash paid (1) 60 55 (1) Cash paid for amounts included in the measurement of lease liabilities. On December 17, 2025, the Company entered into a lease for office and warehouse space in Wheat Ridge, Colorado, to support the Company’s research and development activities. The lease commenced on January 1, 2026 and expires on March 31, 2028. Total minimum lease payments over the lease term are $ 224 thousand, excluding variable costs such as taxes and common area maintenance. Under Accounting Standards Codification (“ASC”) 842, Leases (“ASC 842”) , a right‑of‑use asset and lease liability have been recognized as of January 1, 2026. On February 27, 2026, the Company entered into a non-cancelable operating lease for office space in Washington, D.C. to support general and administrative functions. The Company obtained control of the premises on April 1, 2026 for the purpose of performing leasehold improvements, which represents the lease commencement date under ASC 842. While the lease commenced on April 1, 2026, fixed rent payments commence on July 1, 2026, and the lease expires on August 31, 2032. Total minimum lease payments over the lease term are $ 3.0 million, excluding variable costs such as taxes and common area maintenance. A right‑of‑use asset and lease liability were recognized as of April 1, 2026. Remaining Lease Terms and Discount Rates The following table presents the weighted‑average remaining lease terms (in years) and weighted‑average discount rates used in the measurement of right‑of‑use assets as of the dates indicated. March 31, 2026 December 31, 2025 Finance Leases Remaining lease term (years) 2.75 3.00 Discount rate 4.40 % 4.40 % Operating Leases Remaining lease term (years) 2.00 2.25 Discount rate 4.80 % 4.30 % USA Rare Earth, Inc. | Q1'2026 Quarterly Report (Form 10-Q) | 18 Table of Contents USA Rare Earth, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) Maturities of Lease Liabilities The following table presents future minimum lease payments under non‑cancelable finance and operating leases on an undiscounted cash flow basis as of March 31, 2026. Year Ending December 31, Finance Leases Operating Leases (In thousands) 2026 (remaining nine months) $ 236 $ 184 2027 316 253 2028 247 64 2029 56 — Total lease payments 855 501 Less: Imputed interest ( 50 ) ( 25 ) Present value of lease liabilities $ 805 $ 476 Purchase Commitments The Company enters into non-cancelable purchase orders in the ordinary course of business for inventory and capital equipment. Commitments for inventory are generally short-term in nature. Capital equipment commitments are generally fulfilled within one year, with certain long lead time items extending beyond one year. As of March 31, 2026, the Company had open equipment purchase orders of $ 0.4 million which will be fulfilled later than one year from the reporting date. Note 6. Mezzanine and Stockholders' Equity The following table presents the number of shares of Common Stock and Preferred Stock authorized and outstanding as of the dates indicated. Shares Outstanding Class of Stock Authorized Par Value March 31, 2026 December 31, 2025 (In thousands, except par value) Common stock 750,000 $ 0.0001 217,976 148,055 Preferred stock 12 % Series A Cumulative Convertible Preferred Stock (1) 15,000 $ 0.0001 1,224 1,224 Undesignated preferred stock 35,000 $ 0.0001 — — Total preferred stock 50,000 $ 0.0001 1,224 1,224 Total authorized 800,000 (1) The liquidation value was $ 9.6 million and $ 8.9 million on March 31, 2026 and December 31, 2025, respectively. $ 1.50 Billion Private Investment In Public Equity (“PIPE”) On January 27, 2026, the Company closed a $ 1.50 billion private placement in the form of a PIPE (the “$1.50B PIPE”) with multiple investors. The Company issued 69.8 million shares of common stock on January 28, 2026 for gross proceeds of $ 1.50 billion and received net proceeds of $ 1.45 billion after deducting financing costs. The net proceeds are included in Cash and cash equivalents , and the 69.8 million shares issued are reflected in Common stock and Additional paid-in capital on the accompanying Condensed Consolidated Balance Sheet. USA Rare Earth, Inc. | Q1'2026 Quarterly Report (Form 10-Q) | 19 Table of Contents USA Rare Earth, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) Note 7. Equity-Based Compensation Stock-based Compensation Expense The following table presents stock‑based compensation expense for the periods indicated. Three Months Ended March 31, Incentive Plan 2026 2025 (In thousands) Restricted stock units (1) 2024 Incentive Plan $ 4,875 $ — Performance restricted stock units 2024 Incentive Plan 64 — Incentive units Legacy Incentive Plan — 441 Class A units (1) Legacy Incentive Plan — 841 Total $ 4,939 $ 1,282 (1) In the three months ended March 31, 2025, USARE LLC recorded equity-based compensation for issuance of its Class A Units to certain consultants pursuant to existing bonus agreements. In the three months ended March 31, 2025, USARE LLC recorded the forfeiture of equity-based compensation of the Company’s former CEO. Unrecognized Stock-Based Compensation Costs Stock‑based compensation costs related to unvested restricted stock units and performance restricted stock units are recognized on a straight‑line basis over the remaining requisite service period of each award. The following table presents unrecognized stock‑based compensation costs and weighted‑average service periods as of March 31, 2026. Unrecognized Compensation Costs Weighted-Average Service Period (In thousands) (In years) Restricted stock units $ 29,687 1.28 Performance restricted stock units 365 (1) Total unrecognized compensation costs $ 30,052 (1) Performance restricted stock units vest upon achievement of specified performance conditions and have no deterministic service period. Note 8. Income Taxes Three Months Ended March 31, 2026 2025 (In thousands, except percentages) (Loss) income before income taxes $ ( 68,645 ) $ 51,682 Benefit from income taxes ( 577 ) — Effective tax rate 0.8 % — % The Company is subject to taxation in the United States, United Kingdom, France, and various state jurisdictions. The Company’s effective tax rate of 0.8 % is calculated quarterly based upon current assumptions relating to the full year’s estimated operating results and various tax-related items. Each quarter, the estimated annual effective tax rate is updated if the Company revises its forecast of earnings based upon its operating results. If there is a change in the estimated effective annual tax rate, a cumulative adjustment is recorded. The difference between the effective tax rate of 0.8 % and the U.S. federal statutory rate of 21.0 % for the three months ended March 31, 2026 was due to changes in the valuation allowance, which entirely offsets the Company's net deferred tax assets in the United States, and the amortization of the identifiable intangible assets accounted for in purchase accounting. As of March 31, 2026, the Company determined that, based on an evaluation of all available positive and negative evidence, including cumulative losses and the Company's latest forecasts, it was more likely than not that the Company's deferred tax assets in the United States would not be realized and, therefore, the Company continued to record a valuation allowance. USA Rare Earth, Inc. | Q1'2026 Quarterly Report (Form 10-Q) | 20 Table of Contents USA Rare Earth, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) Note 9. Net (Loss) Income per Share The following table presents the computation of the numerator and denominator used in the calculation of net (loss) income per share attributable to holders of the Company’s common stock. For the three months ended March 31, 2026, all potentially dilutive securities were excluded from diluted earnings per share as the Company reported a net loss for the period. Three Months Ended March 31, 2026 2025 (In thousands, except for per share amounts) Numerator Net (loss) income attributable to USA Rare Earth, Inc. $ ( 66,989 ) $ 51,832 Declared and deemed dividends, and interest accretion ( 709 ) ( 3,562 ) Undistributed net (loss) income attributable to USA Rare Earth, Inc. $ ( 67,698 ) $ 48,270 Denominator Weighted-average shares outstanding - basic 196,479 64,463 Preferred shares — 13,774 Incentive units outstanding prior to conversion — 3,642 Warrants outstanding prior to conversion — 1,200 Weighted-average shares outstanding - diluted 196,479 83,079 Net (loss) income per share attributable to USA Rare Earth, Inc. Basic $ ( 0.34 ) $ 0.75 Diluted $ ( 0.34 ) $ 0.58 The following table presents categories of potential shares that are excluded from the diluted per share computation as their effect would be anti-dilutive. Three Months Ended March 31, 2026 2025 (Shares in thousands) 12 % Series A Cumulative Convertible Preferred Stock (1) 2,374 — Series A warrants 2,437 — Earnout shares (2) 10,100 10,100 Investor warrants (3) — 23,780 Total 14,911 33,880 (1) Represents the amount of potential common shares, if converted at each reported date. (2) Represents contingently issuable shares outstanding at each reported date. (3) Investor warrants outstanding as of March 31, 2025 were fully exercised during 2025 and are therefore excluded from the March 31, 2026 table. Note 10. Segment Reporting The Company operates in a single reportable operating segment encompassing its vertically integrated rare earth element magnet production and supply chain. The Company’s chief operating decision maker (“CODM”) is the Company’s chief executive officer. USA Rare Earth, Inc. | Q1'2026 Quarterly Report (Form 10-Q) | 21 Table of Contents USA Rare Earth, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) The CODM assesses performance and allocates resources primarily on the basis of consolidated net (loss) income and total assets, which are reported on the Company’s Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income and Condensed Consolidated Balance Sheets, respectively. The CODM does not regularly review discrete segment revenue or expense categories beyond the consolidated financial statements for purposes of evaluating performance or allocating resources. Accordingly, the Company has not presented additional quantitative disclosures of significant segment expenses, as such information is not regularly provided to the CODM. Because the Company operates in a single reportable segment and the measures used by the CODM are consistent with the consolidated financial statements, no reconciliation is required between segment measures and the consolidated amounts. Note 11. Concentrations Disaggregation of Revenue All of the Company’s revenue is derived from sales of casting and strip casting material based on the customers’ “shipped to” address. The following table presents domestic and international revenue. No revenue was reported in the three months ended March 31, 2025. Three Months Ended March 31, 2026 (In thousands) United States $ 960 International 4,738 Total revenue $ 5,698 Major Customers The following table presents the customers that account for 10% or more of the Company’s revenue. Concentration of revenue between a limited number of customers shifts regularly, depending on when revenue is recognized. The percentages by customer reflect specific relationships or contracts that would concentrate revenue for the period presented and do not indicate a trend specific to any one customer. No revenue was reported in the three months ended March 31, 2025. Three Months Ended March 31, 2026 Customer 1 49 % Customer 2 16 % Customer 3 16 % Customer 4 13 % Note 12. Government Grants Expected U.S. Government Transaction On January 26, 2026, the Company announced two non-binding letters of intent with U.S. government agencies representing a total of approximately $ 1.58 billion in potential funding and strategic support. The first non-binding letter of intent with the U.S. Department of Commerce (the “DOC Letter of Intent”) covers $ 277.0 million in direct funding awards under the CHIPS Act, and $ 1.30 billion in senior secured debt with each advance having a 15-year term and bearing a fixed or floating interest rate. The second non-binding letter of intent with the U.S. Department of Energy's National Energy Technology Laboratory (the “DOE Letter of Intent”), establishes a collaboration to advance HREE separation technologies at our Colorado Facility and Round Top Deposit, leveraging digital twin technology. Collectively, these two letters of intent and their contemplated transactions are referred to as the “Expected U.S. Government Transaction.” USA Rare Earth, Inc. | Q1'2026 Quarterly Report (Form 10-Q) | 22 Table of Contents USA Rare Earth, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) As conditions to the negotiation and execution of definitive documentation for the Expected U.S. Government Transaction, the Company must, among other things: (i) raise at least $ 500.0 million from non-federal sources, which was satisfied upon the closing of the $1.50B PIPE in January 2026; (ii) obtain two memoranda of understanding from semiconductor end or midstream users; (iii) obtain neodymium praseodymium oxide and MREC feedstock supply agreements with a term at least through 2027; (iv) exercise a surface purchase option with the Texas General Land Office; (v) implement certain third-party recommendations and third-party validation of nuclear material licensing requirements at the Company's research and development facility in Wheat Ridge, Colorado; and (vi) define a power infrastructure plan for the Company's magnet manufacturing facility in Stillwater, Oklahoma. In addition, the U.S. Government's $ 277.0 million in direct funding awards includes a condition requiring the Company to issue to the U.S. government $ 277.0 million of common stock (approximately 16.1 million shares at $ 17.17 per share), and the $ 1.30 billion senior secured loan would require the issuance of warrants to the U.S. government representing an additional 10 % of the Company's fully diluted shares outstanding (approximately 17.5 million shares with an exercise price of $ 17.17 per share and a 10-year exercise period). In addition, to meet certain milestones to obtain funding awards and debt financing to reimburse the Company for its capital expenditures under the Expected U.S. Government Transaction, the Company would be required to raise a significant amount of capital during 2026 and 2027 and establish a $ 250.0 million revolving credit facility by December 31, 2026. Note 13. Subsequent Events Earnout Share Conversion In connection with the business combination between the Company and USA Rare Earth, LLC, the Company agreed to issue common stock of the Company (the “earnout shares”) to certain shareholders of USA Rare Earth, LLC in two tranches upon the occurrence of certain triggering events. On April 15, 2026, the Company achieved the market-price condition for the first tranche of earnout shares, as the Company's common stock exceeded $ 15.00 per share for at least 20 out of 30 consecutive trading days. As a result, 5.0 million earnout shares were converted into shares of the Company’s common stock. The earnout shares were classified as liabilities and remeasured at fair value on a recurring basis prior to conversion. Upon conversion, the related earnout liability was reclassified to common stock and additional paid‑in capital. The remaining earnout shares associated with the second tranche continue to be classified as a liability and will remain subject to remeasurement until the applicable market‑price condition is achieved or the earnout period expires. The second tranche of 5.0 million earnout shares will become payable when the Company’s common stock price exceeds $ 20.00 per share for at least 20 out of 30 trading days. Carester SAS Investment On April 9, 2026, the Company entered into a binding letter of intent (the “Carester LOI”) to acquire a 12.5 % equity interest in Carester SAS (“Carester”), the parent company of Caremag SAS, for cash and equity consideration amounting to € 40.0 million, or approximately $ 46.4 million. The proposed consideration consists of € 28.3 million in cash, or approximately $ 32.9 million, and € 11.7 million in equity consideration, or approximately $ 13.5 million, payable in shares of the Company’s common stock, in each case subject to customary adjustments, including the potential substitution of cash in lieu of the Company’s common stock. The number of shares of the Company’s common stock to be issued will be determined based on the market price of the Company’s common stock on the closing date of the transaction. As a result, the actual U.S. dollar value of the cash and equity consideration, when translated from euros to U.S. dollars, may differ from the estimated amounts described above. SVRE Holdings Ltd. Acquisition On April 19, 2026, the Company entered into a definitive agreement to acquire 100 % of SVRE Holdings Ltd., the parent company of Serra Verde Group (“Serra Verde”), for $ 300.0 million in cash and 126.8 million shares of the Company’s common stock (approximately $ 2.53 billion) for total consideration of approximately $ 2.83 billion. This acquisition is subject to customary conditions. Serra Verde operates a rare earths project in Brazil that is currently in commercial production. USA Rare Earth, Inc. | Q1'2026 Quarterly Report (Form 10-Q) | 23 Table of Contents USA Rare Earth, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) Texas Semiconductor Innovation Fund Grant On May 11, 2026, the Company entered into a Grant Agreement with the Office of the Governor of the State of Texas (the “OOG”) pursuant to the Texas Semiconductor Innovation Fund (“TSIF”), Grant No. TSIF 26-016P. Under the Grant Agreement, the OOG has agreed to reimburse the Company for certain allowable costs directly allocable to the Round Top Project, up to a maximum amount of $ 14.2 million. The grant is disbursed on a cost reimbursement basis and is subject to the Company's strict compliance with the terms and conditions of the Grant Agreement, including applicable reporting, audit, and performance requirements. The Grant Agreement terminates upon the completion of the grant project, on December 31, 2028, or upon the depletion of grant funds, whichever occurs first.