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    USA Rare Earth Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits

    11/6/25 4:14:51 PM ET
    $USAR
    Metal Mining
    Basic Materials
    Get the next $USAR alert in real time by email
    usar-20251106
    0001970622FALSE00019706222025-11-062025-11-060001970622usar:CommonStockParValue00001PerShareMember2025-11-062025-11-060001970622usar:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockEachAtAnExercisePriceOf1150PerShareMember2025-11-062025-11-06

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
    FORM 8-K
    CURRENT REPORT

    Pursuant to Section 13 OR 15(d)
    of The Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): November 6, 2025

    USA Rare Earth Logo.jpg
    USA Rare Earth, Inc.
    (Exact Name of Registrant as Specified in its Charter)

    Delaware001-4171198-1720278
    (State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

    100 W. Airport Road, Stillwater, OK 74075
    (Address of Principal Executive Offices) (Zip Code)

    (813) 867-6155
    (Registrant’s telephone number, including area code)

    Not applicable
    (Former Name or Former Address, if Changed Since Last Report)


    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
    ☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    ☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    ☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:

    Title of each classTrading Symbol(s)Name of each exchange on which registered
    Common Stock, par value $0.0001USAR
    The Nasdaq Stock Market LLC
    Warrants, each whole warrant exercisable for one share of Common Stock, at an exercise price of $11.50 per shareUSARW
    The Nasdaq Stock Market LLC

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
    Emerging growth company  ☑
    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐



    Item 2.02    Results of Operations and Financial Condition

    On November 6, 2025, USA Rare Earth, Inc. (the “Company”) issued an earnings press release announcing its financial results for the third quarter ended September 30, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

    The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act”.

    Item 9.01    Financial Statements and Exhibits

    (d) Exhibits

    Exhibit NumberDescription
    99.1
    Press release of USA Rare Earth, Inc., dated November 6, 2025, to report its financial results for the third quarter and nine months ended September 30, 2025.
    104Cover Page Interactive Data File (embedded within the inline XBRL document).






    SIGNATURE


    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:
    November 6, 2025
    By:
    /s/ WILLIAM ROBERT STEELE JR.
    William Robert Steele Jr.
    Chief Financial Officer


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