USA Rare Earth, Inc. 10-Q

ITEM 5. OTHER INFORMATION Rule 10b5-1 Trading Arrangements During the quarter ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K). USA Rare Earth, Inc. | Q1'2026 Quarterly Report (Form 10-Q) | 35 Table of Contents ITEM 6. EXHIBITS Exhibit Index Exhibit Number Exhibit Description Incorporated by Reference Form File No. Exhibit Filing Date 2. 1 Agreement and Plan of Merger, dated March 4, 2026, by and among USA Rare Earth, Inc., Texas Mineral Resources Corp., Hamer Merger Sub, Inc. and Hamer Merger Sub, LLC. 8-K 001-41711 2.1 3/5/2026 2 . 2 Agreement and Plan of Merger, dated April 19, 2026, by and among USAR, SVRE, Merger Sub and the Serra Verde Rare Earths Ltd., as the Seller Representative. 8-K 001-41711 2.1 4/20/2026 3 . 1 Certificate of Amendment, dated January 26, 2026, USA Rare Earth, Inc. Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock . 8-K 0001-41711 3.1 1/26/2026 4 . 1 Form of Amendment to Warrants issued to Series A Investors and Closing PIPE Investors . 8-K 001-41711 4.1 1/26/2026 1 0. 1 Form of Securities Purchase Agreement, dated as of January 26, 2026, by and among the Company and the Purchasers party thereto . 8-K 001-41711 10.1 1/26/2026 1 0. 2 Form of Registration Rights Agreement, dated as of January 26, 2026, by and among the Company and the holders party thereto . 8-K 001-41711 10.2 1/26/2026 1 0. 3 Form of Voting and Support Agreement . 8-K 001-41711 10.1 3/5/2026 10. 4 Employment Agreement by and between USA Rare Earth, Inc . and Valerie Jacob 10-K 001-41711 10.45 3/30/2026 1 0 . 5 Form of Voting and Support Agreement, by and among SVRE and certain USAR stockholders 8-K 001-41711 10.1 4/20/2026 1 0. 6 Form of Registration Rights Agreement, by and among USAR, Serra Verde Rare Earths Ltd., as the Seller Representative, and certain SVRE shareholders 8-K 001-41711 10.2 4/20/2026 31.1 * Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 * Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 . 32.1 ** Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part I, “Financial Information” of this Quarterly Report on Form 10-Q. 104 Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set. * Filed herewith. ** Furnished herewith. USA Rare Earth, Inc. | Q1'2026 Quarterly Report (Form 10-Q) | 36 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. USA Rare Earth, Inc. Date: May 14, 2026 By: /s/ BARBARA HUMPTON Barbara Humpton Chief Executive Officer (Principal Executive Officer) Date: May 14, 2026 By: /s/ WILLIAM ROBERT STEELE JR. William Robert Steele Jr. Chief Financial Officer (Principal Financial and Accounting Officer) USA Rare Earth, Inc. | Q1'2026 Quarterly Report (Form 10-Q) | 37