USA Rare Earth, Inc. 10-Q

ITEM 5. OTHER INFORMATION Rule 10b5-1 Trading Arrangements 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. | Q2'2026 Quarterly Report (Form 10-Q) | 39 Table of Contents ITEM 6. EXHIBITS Exhibit Index Exhibit Number Exhibit Description Incorporated by Reference Form File No. Exhibit Filing Date 2.1 Amendment No. 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 10.1 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 10.2 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 10.3 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 10.4 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 10.5 Securities Issuance Agreement, dated June 3, 2026 by and between USA Rare Earth, Inc. and the United States Department of Commerce . 8-K 001-41711 10.3 6/3/2026 10.6 Warrant, dated June 3, 2026 issued by USA Rare Earth, Inc. to the United States Department of Commerce . 8-K 001-41711 10.4 6/3/2026 10.7 Retirement Agreement dated July 19, 2026 by and between USA Rare Earth, Inc. and Barbara Humpton . 8-K 001-41711 10.1 7/20/2026 10.8 Executive Chair Agreement dated July 19, 2026 by and between USA Rare Earth, Inc. and Michael Blitzer . 8-K 001-41711 10.2 7/20/2026 10.9 Amended and Restated Lockup Agreement dated June 3, 2026 . 8-K 001-41711 10.3 7/20/2026 10.10 * Transition and Separation Agreement dated June 16, 2026 by and between USA Rare Earth, Inc. and David Kronenfeld. 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. | Q2'2026 Quarterly Report (Form 10-Q) | 40 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: August 10, 2026 By: /s/ BARBARA HUMPTON Barbara Humpton Chief Executive Officer (Principal Executive Officer) Date: August 10, 2026 By: /s/ WILLIAM ROBERT STEELE JR. William Robert Steele Jr. Chief Financial Officer (Principal Financial and Accounting Officer) USA Rare Earth, Inc. | Q2'2026 Quarterly Report (Form 10-Q) | 41