1 unchanged sentence
Rule 10b5-1 Trading Arrangements
−Removed: 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).
+Added: During the quarter ended June 30, 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.
4 unchanged sentences
Exhibit Filing Date
−Removed: Agreement and Plan of Merger, dated March 4, 2026, by and among USA Rare Earth, Inc., Texas Mineral Resources Corp., Hamer Merger Sub, Inc.
−Removed: and Hamer Merger Sub, LLC.
+Added: Amendment No.
+Added: 1, dated July 16, 2026, to the Merger Agreement by and among USAR, SVRE, Merger Sub and the Shareholder Representative.
8-K 001-41711 2.1 7/16/2026
−Removed: 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.
+Added: Lease Agreement, dated June 1, 2026, between TC Liberty Development, LLC and USA Rare Earth, Inc.
8-K 001-41711 10.1 6/2/2026
−Removed: Certificate of Amendment, dated January 26, 2026, USA Rare Earth, Inc.
−Removed: Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock .
+Added: Fee-in-Lieu of Ad Valorem Taxes and Incentives Agreement, dated June 1, 2026, by and between Cherokee County, South Carolina and USA Rare Earth, Inc.
8-K 001-41711 10.2 6/2/2026
−Removed: Form of Amendment to Warrants issued to Series A Investors and Closing PIPE Investors .
+Added: Direct Funding Agreement, dated June 3, 2026, by and among USA Rare Earth, Inc., the subsidiary guarantors party thereto and the United States Department of Commerce .
8-K 001-41711 10.1 6/3/2026
−Removed: Form of Securities Purchase Agreement, dated as of January 26, 2026, by and among the Company and the Purchasers party thereto .
+Added: Loan Guarantee Agreement, dated June 3, 2026, by and among USA Rare Earth, Inc., the subsidiary guarantors party thereto and the United States Department of Commerce .
8-K 001-41711 10.2 6/3/2026
−Removed: Form of Registration Rights Agreement, dated as of January 26, 2026, by and among the Company and the holders party thereto .
+Added: Securities Issuance Agreement, dated June 3, 2026 by and between USA Rare Earth, Inc.
+Added: and the United States Department of Commerce .
8-K 001-41711 10.3 6/3/2026
−Removed: Form of Voting and Support Agreement .
+Added: Warrant, dated June 3, 2026 issued by USA Rare Earth, Inc.
+Added: to the United States Department of Commerce .
8-K 001-41711 10.4 6/3/2026
−Removed: Employment Agreement by and between USA Rare Earth, Inc .
−Removed: and Valerie Jacob
+Added: Retirement Agreement dated July 19, 2026 by and between USA Rare Earth, Inc.
+Added: and Barbara Humpton .
8-K 001-41711 10.1 7/20/2026
−Removed: Form of Voting and Support Agreement, by and among SVRE and certain USAR stockholders
+Added: Executive Chair Agreement dated July 19, 2026 by and between USA Rare Earth, Inc.
+Added: and Michael Blitzer .
8-K 001-41711 10.2 7/20/2026
−Removed: Form of Registration Rights Agreement, by and among USAR, Serra Verde Rare Earths Ltd., as the Seller Representative, and certain SVRE shareholders
−Removed: 10.2 4/20/2026
+Added: Amended and Restated Lockup Agreement dated June 3, 2026 .
+Added: 8-K 001-41711 10.3 7/20/2026
+Added: Transition and Separation Agreement dated June 16, 2026 by and between USA Rare Earth, Inc.
+Added: and David Kronenfeld.
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.
10 unchanged sentences
USA Rare Earth, Inc.
−Removed: May 14, 2026 By:
+Added: August 10, 2026 By:
/s/ BARBARA HUMPTON
2 unchanged sentences
(Principal Executive Officer)
−Removed: May 14, 2026 By:
+Added: August 10, 2026 By:
/s/ WILLIAM ROBERT STEELE JR.
5 unchanged sentences
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.