USA Rare Earth Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Other Events
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.
Resignation of Director; Appointment of Director
On March 9, 2026, Tready Smith resigned from the Board of Directors (the “Board”) of USA Rare Earth, Inc. (the “Company”), and the Board subsequently appointed Thomas Caulfield as a director of the Company, filling the vacancy resulting from Ms. Smith’s resignation, such that the Board continues to have a total of eight directors serving on the Board. Additionally, the Board appointed Dr. Caulfield to serve as a member of the Compensation Committee and the Nominating and Corporate Governance Committee of the Board, effective upon his appointment to the Board. Ms. Smith’s resignation did not result from any disagreement with the Company.
Dr. Caulfield is the Executive Chairman of GlobalFoundries (Nasdaq: GFS) and previously served, from 2018 to 2025 as the President and Chief Executive Officer of GlobalFoundries. Dr. Caulfield also serves as a board member of Sandisk Corp. The Board has determined that Dr. Caulfield qualifies as an independent director for service on the Board and the committees to which he was assigned under Nasdaq Listing Rules. Dr. Caulfield will participate in the Company’s standard director compensation program as described in the Company's Registration Statement on Form S-1, which was filed with the Securities and Exchange Commission on February 3, 2026, except that Dr. Caufield’s compensation will be awarded solely in equity and not in cash, unless otherwise elected by Dr. Caufield.
Item 7.01 Regulation FD Disclosure.
On March 12, 2026, the Company issued a press release announcing both the appointment of Dr. Caufield and resignation of Ms. Smith. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.
The information provided under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is “furnished” and shall not be deemed “filed” with the SEC or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Item 8.01. Other Events.
On March 9, 2026, the Board determined that the date for its 2026 Annual Meeting of Shareholders will be June 3, 2026. The time and other meeting details for the 2026 Annual Meeting of Shareholders will be set forth in the Company’s proxy statement for the 2026 Annual Meeting, which will be filed with the SEC prior to the 2026 Annual Meeting.
Because this will be the Company’s first annual meeting of shareholders, shareholders who wish to present a proposal to be considered for inclusion in the Company’s proxy materials pursuant to Rule 14a-8 under the Exchange Act for the 2026 Annual Meeting of Shareholders must submit such proposal to the Company’s Secretary by April 1, 2026, which the Company has determined to be a reasonable time before the Company expects to begin printing and sending the proxy materials. Any such proposal must meet the requirements set forth in the rules and regulations of the Securities and Exchange Commission.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
The following exhibits are attached with this current report on Form 8-K:
| Exhibit No. | Description | |
| 99.1 | Press Release, dated March 12, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 hereunto duly authorized.
| USA Rare Earth, Inc. | ||
| Date: March 12, 2026 | By: | /s/ Valerie Ford Jacob |
| Chief Legal Officer | ||
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