0001970622-25-000074 | 10-Q | XBRL Viewer

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Leases - Schedule of Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Sep. 30, 2025	Dec. 31, 2024
Assets
Finance leases, included in property plant and equipment, net	$ 1,104	$ 0
Operating leases, included in lease right-of-use assets, net	355	30
Total	1,459	30
Liabilities
Finance lease liability, current	280	0
Finance lease liability, non-current	664	0
Total finance lease liabilities	944	0
Operating lease liability, current	146	23
Operating lease liability, non-current	220	0
Total operating lease liabilities	366	23
Total lease liabilities	1,310	$ 23
Sub-lease deposits	$ 13

Leases

9 Months Ended

Sep. 30, 2025

Leases [Abstract]

Leases

Balance Sheet Components and Lease Activity

The following table presents the finance and operating leases on the Company’s Condensed Consolidated Balance Sheets.




	September 30, 2025		December 31, 2024

	(In thousands)
Assets
Finance leases, included in property plant and equipment, net	$	1,104	$	—
Operating leases, included in lease right-of-use assets, net	355		30






Total	$	1,459	$	30

Liabilities
Finance lease liability, current	$	280	$	—
Finance lease liability, non-current	664		—
Total finance lease liabilities	944		—

Operating lease liability, current (1)	146		23
Operating lease liability, non-current	220		—
Total operating lease liabilities	366		23


Total lease liabilities	$	1,310	$	23

(1)Includes sub-lease deposit of $13 thousand.

Leases

Balance Sheet Components and Lease Activity

The following table presents the finance and operating leases on the Company’s Condensed Consolidated Balance Sheets.




	September 30, 2025		December 31, 2024

	(In thousands)
Assets
Finance leases, included in property plant and equipment, net	$	1,104	$	—
Operating leases, included in lease right-of-use assets, net	355		30






Total	$	1,459	$	30

Liabilities
Finance lease liability, current	$	280	$	—
Finance lease liability, non-current	664		—
Total finance lease liabilities	944		—

Operating lease liability, current (1)	146		23
Operating lease liability, non-current	220		—
Total operating lease liabilities	366		23


Total lease liabilities	$	1,310	$	23

(1)Includes sub-lease deposit of $13 thousand.

Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands

Sep. 30, 2025

Dec. 31, 2024

Current assets

Cash and cash equivalents

$ 257,609

$ 16,761

Deferred offering costs

5,134

Prepaid expenses and other current assets

1,268

378

Total current assets

258,877

22,273

Property, plant and equipment, net

40,648

26,529

Mineral interests

17,339

17,125

Equipment deposits

6,073

3,060

Lease right-of-use assets

355

Other non-current assets

Total assets

323,325

69,069

Current liabilities

Accounts payable

1,829

1,823

Accrued liabilities

13,424

3,071

Derivative liability

1,164

Notes payable

831

Finance and operating leases, current

426

Other

Total current liabilities

15,679

6,925

Deferred grants

8,200

Finance and operating leases, non-current

884

Earnout liabilities

166,087

Warrant liabilities

177,785

Total liabilities

368,635

15,125

Commitments and contingencies (Note 8)

Mezzanine equity

12% Series A Cumulative Convertible Preferred Stock subject to possible redemption

13,272

21,173

Subscription receivable

(1,250)

Total mezzanine equity

^[1]

13,272

19,923

Stockholders' (deficit) equity

Common Stock

Additional paid-in-capital

276,615

104,244

Accumulated deficit

(337,180)

(72,872)

Non-controlling interest

1,972

2,643

Total stockholders' (deficit) equity

^[2]

(58,582)

34,021

Total liabilities, mezzanine equity, and stockholders' (deficit) equity

$ 323,325

$ 69,069

[1]	Beginning balance amounts are recast as of January 1, 2025. The shares of the Company’s preferred stock prior to the Merger have been retrospectively recast to reflect the change in the capital structure as a result of the Merger.
[2]	Beginning balance amounts are recast as of January 1, 2025. The shares of the Company’s common stock prior to the Merger have been retrospectively recast to reflect the change in the capital structure as a result of the Merger.

Mezzanine and Stockholders’ Equity - Narrative (Details) - USD ($) shares in Thousands, $ in Thousands				9 Months Ended
	Sep. 29, 2025	May 03, 2025	May 02, 2025	Sep. 30, 2025	Sep. 30, 2024
Mezzanine and Stockholders’ Equity [Line Items]
Proceeds from issuance of common stock and warrants under PIPE financing, net				$ 190,077	$ 0
$75M PIPE
Mezzanine and Stockholders’ Equity [Line Items]
Proceeds from issuance of common stock and warrants under PIPE financing, net			$ 75,000
Beneficial ownership percentage, maximum		9.99%
Expiration period		6 years
Loss on issuance of common stock			$ 36,900
$125M PIPE
Mezzanine and Stockholders’ Equity [Line Items]
Proceeds from issuance of common stock and warrants under PIPE financing, net	$ 125,000
Shares issued (in shares)	8,330

Condensed Consolidated Balance Sheets (Parentheticals)	Sep. 30, 2025	Dec. 31, 2024
Series A Cumulative Convertible Preferred Stock Subject To Possible Redemption
Percentage of series A cumulative convertible preferred stock subject to possible redemption	12.00%	12.00%

Segment Reporting (Details) $ in Thousands	9 Months Ended
Segment Reporting (Details) $ in Thousands	Sep. 30, 2025 USD ($) segment	Sep. 30, 2024 USD ($)
Segment Reporting [Abstract]
Number of reportable segments	1
Number of operating segments	1
Capital expenditures and equipment deposits \| $	$ 13,398	$ 2,256

Accrued Liabilities (Tables)

9 Months Ended

Sep. 30, 2025

Accrued Liabilities [Abstract]

Schedule of Accrued Liabilities

The following table presents a summary of the accrued liabilities by category.




	September 30, 2025		December 31, 2024

	(In thousands)

Payroll and related employee taxes	$	2,181	$	1,908

Construction in progress	2,191		323


Legal	1,990		99

Financing costs	5,095		—



Other	1,967		741

Total accrued liabilities	$	13,424	$	3,071

Fair Value Measurements - Schedule of Liabilities Measured at Fair Value Recurring Basis (Details) - Level 3 - USD ($) $ in Thousands	Sep. 30, 2025	Dec. 31, 2024
Liabilities
Fair Value	$ 343,872	$ 1,164
Earnout liabilities
Liabilities
Fair Value	166,087	0
Warrant liabilities
Liabilities
Fair Value	41,024	0
Common Stock warrant
Liabilities
Fair Value	136,761	0
Derivative liability
Liabilities
Fair Value	$ 0	$ 1,164

Government Grants (Details) - USD ($) $ in Millions			12 Months Ended
Government Grants (Details) - USD ($) $ in Millions	Jun. 06, 2022	Apr. 15, 2022	Dec. 31, 2022	Sep. 30, 2025	Dec. 31, 2024	May 31, 2023	Mar. 31, 2023
Tax Incremental Financing
Government Assistance [Line Items]
Financing assistance amount	$ 7.0
Tax exemption period	5 years
Tax assessed rate	90.00%
Investment	$ 140.0
Deferred grant income				$ 7.0	$ 7.0
Govenor's Fund
Government Assistance [Line Items]
Maximum award		$ 1.2
Award to be paid		$ 0.6
Cumulatively spent amount						$ 2.0	$ 1.0
Jobs Program
Government Assistance [Line Items]
Percentage of cash rebate of wages			5.00%
Period of jobs created			10 years
Maximum payout			$ 2.8

Variable Interest Entity - Schedule of Consolidated Balance Sheets (Details) - USD ($) $ in Thousands	Sep. 30, 2025	Dec. 31, 2024
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	$ 257,609	$ 16,761
Prepaid expenses and other current assets	1,268	378
Lease right-of-use assets	355	30
Property, plant and equipment, net	39,544	26,529
Total assets	323,325	69,069
Total liabilities	368,635	15,125
VIE
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	86	66
Prepaid expenses and other current assets	107	178
Lease right-of-use assets	355	30
Mineral interests	17,339	17,125
Property, plant and equipment, net	221	264
Other assets	19	20
Total assets	18,127	17,683
Accounts payable	21	42
Accrued liabilities	210	141
Lease liability	354	22
Total liabilities	$ 585	$ 205

Merger Transaction and Acquisition	9 Months Ended
Merger Transaction and Acquisition	Sep. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]
Merger Transaction and Acquisition	Merger Transaction and Acquisition Less Common Metals Ltd. Acquisition On September 26, 2025, Laconia Acquisition Sub Limited (“Laconia”), a wholly owned indirect subsidiary of the Company, entered into a Share Purchase Agreement (the “SPA”) with Indian Ocean Rare Metals Pte. Ltd. (“IORM”), a Singapore private limited company. IORM’s operating subsidiary is Less Common Metals Ltd. (“LCM”), a United Kingdom (U.K.)-based manufacturer of specialized rare earth metals and both cast and strip-cast alloys. LCM produces both light and heavy rare earth permanent magnet metals and alloys at scale in its facility in Cheshire, U.K. The Company believes the acquisition will provide: •access to key commercial, industry and government relationships; •access to critical rare earth metal and metal alloy production and high-quality rare-earth strip cast alloy, which is essential to magnet production; •access to unique assets and competitive advantages which allows the Company to control its rare earth metal inputs, as well as ensure that investments are made to support the growth of its magnet business, as well as enabling the Company to deliver a lower risk and lower cost solution that is unique to the industry; •important capability to process recycled rare earth oxides which will reuse end of life magnets, and allow for a more sustainable manufacturing process; and •access to alternative low-cost sources of feedstock. Pursuant to the Laconia Acquisition Agreement, Laconia will purchase, acquire and accept from IORM’s shareholders all rights, title and interest in and to all of the shares of IORM held by the IORM shareholders, amounting to all of the outstanding and issued shares in IORM (the “Acquisition”). Upon the terms and subject to the conditions of the Laconia Acquisition Agreement, at closing, Laconia shall pay to the IORM shareholders the aggregate consideration of $100.0 million in cash and 6.74 million shares of the Company’s common stock, subject to the deposit of 1.0 million shares of the Company’s common stock into escrow and customary deductions for net indebtedness, transaction expenses and working capital, as well as customary post-closing adjustments. Prior to the closing of the Acquisition, the Company will need to obtain a receipt of approval from (or a notification or final notification that no further action will be taken by) U.K. Secretary of State pursuant to the National Security and Investment Act 2021 (“NSIA”) (including a notification by the U.K. Secretary of State that no further action will be taken in relation to the transaction, or final notification by the U.K. Secretary of State that no further action will be taken by the NSIA in relation to a call-in notice in respect of the transaction). The Company expects the Acquisition to close during the fourth quarter of 2025. Business Combination Agreement On August 21, 2024, IPXX entered into a Business Combination Agreement (as amended on November 12, 2024 and January 30, 2025, the “Business Combination Agreement”), by and among IPXX, USA Rare Earth, LLC, a Delaware limited liability company (“USARE LLC”), and IPXX Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of IPXX (“Merger Sub”). Pursuant to the Business Combination Agreement, Merger Sub merged with and into USARE LLC, with USARE LLC continuing as the surviving company (the “Merger”). On March 12, 2025, as contemplated by the Business Combination Agreement, IPXX filed a notice of deregistration with the Cayman Islands Registrar of Companies and filed a certificate of incorporation and certificate of corporate domestication with the Delaware Secretary of State, pursuant to which IPXX was domesticated and continues as a Delaware corporation, changing its name to USA Rare Earth, Inc. (the “Domestication”). In connection with the Merger, approximately $22.8 million of cash held in trust, net of redemptions by IPXX’s public shareholders, became available for use by the Company as well as $8.0 million in proceeds received from the closing of the private investment in public equity (“PIPE”) financing. In addition, the Company incurred certain earnout obligations discussed further below. Earnout Liabilities As part of the Merger transaction, the Company is required to issue up to 10.1 million additional shares of Common Stock in two (2) tranches (the “Earnout Shares”) upon certain triggering events commencing on March 13, 2026 and ending on March 13, 2031 (the “Earnout Period”). The two triggering events are as follows: •The first tranche of 5.05 million Earnout Shares would be distributed if, during the time period beginning on the date of the first anniversary of the Closing Date and ending on the date of the sixth anniversary of the Closing Date (the “Earnout Period”), the market price of the Common Stock is greater than or equal to $15.00 per share and less than $20.00 per share for a period of at least twenty out of thirty consecutive trading days. •The second tranche of 5.05 million Earnout Shares would be distributed if, during the Earnout Period, the market price of the Common Stock is greater than or equal to $20.00 per share for a period of at least twenty out of thirty consecutive trading days. The Earnout Shares are classified as liabilities and no additional analysis under ASC 815 is required. The Earnout Shares are recorded through the recapitalization of equity within additional paid-in capital upon recognition and are remeasured on a recurring basis. See Note 4, “Fair Value Measurements” for further information and valuation of the Earnout Shares. As of September 30, 2025, none of the Triggering Events have occurred. Forward Purchase Agreements On March 11, 2025, IPXX entered into forward purchase agreements (“FPAs”) with three (3) separate investors (“Sellers”) pursuant to which the Sellers agreed to hold up to a total of approximately 1.89 million publicly held IPXX Class A ordinary shares (“Public Shares”) in connection with the closing of the Merger. Each FPA amended, restated and superseded in its entirety a separate FPA with each of the Sellers, dated March 10, 2025, which had identical terms to those described herein, except that the Reset Price (as defined in the FPAs) was not subject to a floor price of $4.00. For purposes of the FPAs, the Public Shares held by each of the Sellers are referred to as such Seller’s “Maximum Shares.” Each Seller, acting separately and solely for its own account, was permitted, if necessary, to (i) reverse its previous election to redeem its Public Shares in connection with the Merger Transactions pursuant to the redemption rights set forth in IPXX’s amended and restated memorandum and articles of association or (ii) purchase Public Shares through a broker in the open market from holders of Public Shares (other than IPXX), including from holders who previously elected to redeem their Public Shares in connection with the Merger Transactions pursuant to the redemption rights set forth in IPXX’s amended and restated memorandum and articles of association. The aggregate number of Public Shares subject to each FPA investor (the “FPA Shares”) was the aggregate number of Public Shares as notified to the Company by the applicable Seller, but in no event more than such Seller’s Maximum Shares set forth above. Each Seller notified the Company that it would subject the Maximum Shares to their respective FPAs. Prior to the date that was 90 days after the Closing Date (the “Maturity Date”), each Seller was permitted to sell any, or all, of their FPA Shares. On various dates between the Closing Date of the Merger and September 30, 2025, the Sellers exercised their early termination rights under the FPAs with respect to approximately 1.89 million FPA Shares. As of September 30, 2025, all FPAs have been terminated. Upon the early termination of the FPAs, the Sellers remitted cash to the Company at the initial price of $11.00, resulting in cash proceeds received in the amount of $20.8 million from the Sellers, which was recorded as a reduction of the subscription receivable at the fair value of the terminated shares on the date of termination with an offset to additional paid-in capital.

- Definition

The entire disclosure for business combination.

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+ Details

Organization (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
Organization (Details) - USD ($) $ in Thousands	Nov. 06, 2025	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Net loss		$ 156,994	$ 2,008	$ 248,025	$ 9,499
(Loss) gain on fair market value of financial instruments		142,426	$ (135)	216,788	(365)
Net cash used in operating activities				21,087	9,487
Cash and cash equivalents		$ 257,609		257,609		$ 16,761
Proceeds from exercise of warrants				$ 47,531	$ 0
Subsequent Event
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Proceeds from exercise of warrants	$ 163,300

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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+ Details

Government Grants	9 Months Ended
Government Grants	Sep. 30, 2025
Government Assistance [Abstract]
Government Grants	Government Grants Tax Incremental Financing On June 6, 2022, the Company executed a Tax Increment Financing Agreement (the “TIF Agreement”) with the Stillwater Economic Development Authority (the “Authority”), a public trust having as its beneficiary the City of Stillwater, Oklahoma (the “City”), whereby the Authority will provide upfront development financing assistance to the Company of up to $7.0 million for the development of the Stillwater Facility (the “Upfront Assistance”). Additionally, entry into the TIF Agreement made USARE LLC eligible to receive a manufacturing and research and development Ad Valorem Tax Exemption for a period of five years and thereafter requires the Authority to disburse to the Company 90% of the incremental Ad Valorem taxes generated by the Ad Valorem taxes assessed against the Stillwater Facility and paid by the Company. Under the terms of the TIF Agreement, among other things, the Company is required to complete the Stillwater Facility and in doing so to make an investment of approximately $140.0 million and to employ a specified number of employees at specified levels of median compensation at various stages of the development. Subject to agreed extensions, USARE LLC is also required to commence certain phases of the development of the Stillwater Facility by no later than March 31, 2026 and complete that advanced development by no later than June 30, 2027. Should the Company default on its obligations under the Stillwater Redevelopment Agreement, the Authority may terminate the agreement and make demand for immediate repayment in full of the Upfront Assistance. As of September 30, 2025 and December 31, 2024, the Company recorded $7.0 million of deferred grant income related to cash received to date as part of the TIF Agreement, all of which is noncurrent as a component of Deferred grants. As of September 30, 2025, the Company has not recognized any of the deferred grant income amounts in profit or loss related to the TIF Agreement as the associated long-lived assets requirement and employment obligations have not been met. The Company filed the Ad Valorem Tax Exemption application for the year ending December 31, 2023, in March of 2023. Approval was received November 14, 2023 from the Stillwater Economic Development Authority for the Five-Year Ad Valorem Tax Exemption. As such, the Company has not incurred any real and personal ad valorem taxes to date. Governor’s Fund On April 15, 2022, the Company entered into an agreement with the Oklahoma Department of Commerce to receive a $1.2 million award to be used for the renovation of an existing building at the Stillwater Facility (the “Governor’s Fund Agreement”), to be paid in $0.6 million increments when the Company had cumulatively spent $1.0 million and $2.0 million by March 31, 2023 and May 31, 2023, respectively, in qualifying costs related to developing the Stillwater Facility. Per the terms of the Governor’s Fund Agreement, the award is subject to repayment if the Company does not comply with certain investment requirements and employee headcount and compensation standards. During 2022, the Company incurred qualifying costs that exceeded the cumulative $2.0 million threshold specified in the contract. The total award of $1.2 million was requested and received by the Company on April 6, 2022 and was recorded as deferred grant income at the time, which will be recognized over the useful life of the related assets once placed in service. Jobs Program In 2022, the Company was accepted for the Oklahoma Quality Jobs Program (“Jobs Program”), an incentive that provides qualifying companies quarterly cash rebates of up to 5.0% of the wages paid for new direct jobs created by the Company for a period of up to 10 years, with a maximum payout of approximately $2.8 million, subject to the Company fulfilling certain obligations pursuant to an agreement between USA Rare Earth Magnets, LLC, a subsidiary of the Company, and the State of Oklahoma, dated December 19, 2022 (the “Jobs Program Agreement”), including that the Company must meet or exceed applicable payroll and employee headcount requirements and that the Company maintain operations in Oklahoma for a specified period. The Company is eligible to make claims under the Jobs Program; however, as of September 30, 2025, no claims have been submitted and the Company has not yet recognized any reductions in payroll expense related to the Jobs Program. The Company is expecting to apply for claims by the end of 2025 for eligible quarters, as terms of the Jobs Program Agreement require that the first claim be made on or prior to January 1, 2026.

Mezzanine and Stockholders’ Equity

9 Months Ended

Sep. 30, 2025

Equity [Abstract]

Mezzanine and Stockholders’ Equity

Private Investment in Public Entity FinancingPrivate Investment in Public Entity FinancingMezzanine and Stockholders' Equity

The total number of Common Stock and Preferred Stock shares outstanding as of September 30, 2025 and the total number of shares of all classes of stock that USAR has authority to issue is follows:


Class of Stock	Authorized	Par Value	Outstanding
	(In thousands, except par value)
Common stock	750,000	$0.0001	113,833
Preferred stock
12% Series A Cumulative Convertible Preferred Stock (1)	15,000	$0.0001	1,860
Undesignated preferred stock	35,000	$0.0001	—
Total preferred stock	50,000	$0.0001	1,860

Total authorized	800,000

(1)The Company designated 15.0 million shares as 12% Series A Cumulative Convertible Preferred Stock of which 5.23 million shares were issued.

Warrants

The following table presents the number of potential shares of Common Stock that outstanding warrant holders may acquire.


				Potential Common Stock Shares Issuable Upon Exercise at September 30, 2025 (1)
	Balance Sheet Classification		Exercise Price
		(In thousands, except for exercise price)


Investor Warrants	Equity		$11.50	18,365
Series A Warrants (2) (3)	Liability		$7.00	3,206
Common Stock warrants (3)	Liability		$7.00	9,991
Prefunded warrants (3)	Liability		$0.0001	—

Total Warrants				31,562

(1)Amount presented is net of exercises.

(2)On March 13, 2025, the Company granted warrants to acquire approximately 23.8 million shares of Common Stock. On May 3, 2025, the exercise price of the outstanding Series A warrants was reduced from $12.00 to $7.00 due to the $75M PIPE (as defined below). The number of shares of Common Stock issuable related to the outstanding Series A warrants on May 3, 2025 was subsequently increased by approximately 171%.

(3)See the follow ing section entitled “Private Investment in Public Entity Financing.” Subsequent to the balance sheet date, all outstanding Common Stock warrants had been exercised.

Private Investment in Public Entity Financing

Under the PIPE financing agreements, the Company issued the following shares of Common Stock, Common Stock warrants, and Prefunded warrants.

PIPE Agreement Closing Date

Common Stock Shares and Warrants Issued

Exercise Price

(In thousands, except for exercise price)

Common Stock shares

5/5/2025

8,550

Common Stock warrants (1)

5/5/2025

10,714

$7.00

Prefunded warrants (1)

5/5/2025

2,164

$0.0001

Common Stock shares

9/29/2025

8,333

(1)See Warrants section (above) for amount of warrants outstanding.

The following table presents the warrant exercise activity and cash received for the periods indicated.


	Three and Nine Months Ended September 30, 2025

		(In thousands)
Warrants exercised

Common Stock warrants		723
Prefunded warrants		2,164



Total warrants exercised		2,887

Cash received		$	5,063

On May 2, 2025, the Company closed its $75.0 million PIPE financing agreement (the “$75M PIPE”) with a single institutional investor. Under the $75M PIPE, the Company issued shares of Common Stock, Common Stock warrants, and Prefunded warrants. In exchange for the issuances of Common Stock, Common Stock warrants, and Prefunded warrants, the Company received cash of $75.0 million. The $75M PIPE specified that:

•exercisability of the Common Stock and Prefunded warrants are contingent upon investor’s beneficial ownership of the Company, which may not exceed 9.99% at time of exercise;

•the Common Stock warrants will expire six (6) years from the initial exercise date;

•the Prefunded warrants do not expire;

•embedded put rights upon a Fundamental Transaction, as defined in the agreement;

•can be exercised in whole or in part;

•can only be exercised as long as the warrant is still outstanding; and

•other conditions and covenants as outlined in the agreement.

Upon closing of the $75M PIPE, the Company recognized a loss of $36.9 million on the value of the issued Common Stock shares, as the fair value of the related Common Stock and Prefunded warrants on the issuance date exceeded the value of the financing received. The recognized loss on the value of the issued shares of Common Stock was recognized in (Loss) gain on fair market value of financial instruments on the Company’s Condensed Consolidated Statements of Operations. See Note 4, “Fair Value Measurements – Private Investment in Public Entity Financing” for further information regarding the valuation of the $75M PIPE Common Stock and Prefunded warrants.

On September 29, 2025 the Company closed its $125.0 million PIPE financing agreement (the “$125M PIPE”) with a single institutional investor. Under the $125M PIPE, on September 29, 2025, the Company issued 8.33 million shares of Common Stock and received $125.0 million cash. The cash received under the $125M PIPE will be used for general corporate purposes.

- Definition

The entire disclosure for equity.

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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

Equity-Based Compensation - RSU Activity (Details) - Restricted Stock Units - 2024 Incentive Plan shares in Thousands	9 Months Ended
	Sep. 30, 2025 $ / shares shares
Equity-Based Compensation (Details) [Line Items]
Number of Shares, Grants (in shares) \| shares	1,252
Number of Shares, (in shares) \| shares	1,252
Weighted Average Grant Date Fair Value grants (in dollars per share) \| $ / shares	$ 16.83
Weighted Average Grant Date Fair Value (in dollars per share) \| $ / shares	$ 16.83

Mezzanine and Stockholders’ Equity - Warrant Exercise Activity and Cash Received (Details) - USD ($) shares in Thousands, $ in Thousands	9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024
Mezzanine and Stockholders’ Equity [Line Items]
Warrant exercisable (in Shares)	31,562
Cash received	$ 47,531	$ 0
PIPE Agreements
Mezzanine and Stockholders’ Equity [Line Items]
Warrant exercisable (in Shares)	2,887
Cash received	$ 5,063
Common Stock warrants \| PIPE Agreements
Mezzanine and Stockholders’ Equity [Line Items]
Warrant exercisable (in Shares)	723
Prefunded warrants \| PIPE Agreements
Mezzanine and Stockholders’ Equity [Line Items]
Warrant exercisable (in Shares)	2,164

Fair Value Measurements - Schedule of Level 3 of the Fair Value Hierarchy Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	3 Months Ended	5 Months Ended	7 Months Ended
	Sep. 30, 2025	Sep. 30, 2025	Sep. 30, 2025
Earnout liabilities
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance/initial balance	$ 100,007		$ 99,639
Change in estimated fair value	66,080		66,448
Ending balance	166,087	$ 166,087	166,087
Warrant liabilities \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance/initial balance	53,715		40,652
Change in estimated fair value	11,927		41,508
Warrant exercises	(24,618)		(41,136)
Ending balance	41,024	41,024	41,024
Common Stock warrant \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance/initial balance	91,600	84,807
Change in estimated fair value	51,345	58,138
Warrant exercises	(6,184)	(6,184)
Ending balance	136,761	136,761	136,761
Prefunded warrant
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance/initial balance	23,705	22,309
Change in estimated fair value	0	1,396
Warrant exercises	(23,705)	(23,705)
Ending balance	$ 0	$ 0	$ 0

Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2025	Dec. 31, 2024
Accrued Liabilities, Current [Abstract]
Payroll and related employee taxes	$ 2,181	$ 1,908
Construction in progress	2,191	323
Legal	1,990	99
Financing costs	5,095	0
Other	1,967	741
Accrued liabilities	$ 13,424	$ 3,071

Fair Value Measurements - Schedule of Fair Value of Measurement Inputs (Details)	Sep. 30, 2025	May 02, 2025	Mar. 13, 2025
Valuations of the Earnout Liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Remaining term	5 years 4 months 24 days		6 years
Valuations of the Earnout Liability \| Share price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurement inputs	17.19		10.79
Valuations of the Earnout Liability \| Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurement inputs	0.704		0.660
Valuations of the Earnout Liability \| Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurement inputs	0.0372		0.0400
Valuations of the Warrant Liability \| Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Term	4 years 4 months 24 days		4 years 4 months 24 days
Valuations of the Warrant Liability \| Share price \| Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	17.19		10.79
Valuations of the Warrant Liability \| Exercise price \| Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	7.00		12.00
Valuations of the Warrant Liability \| Expected volatility \| Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.652		0.650
Valuations of the Warrant Liability \| Risk-free interest rate \| Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.0364		0.0395
Valuations of the Warrant Liability \| Dividend yield \| Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0		0
Prefunded warrant \| Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Term	5 years 7 months 6 days	5 years 4 months 24 days
Prefunded warrant \| Share price \| Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	17.19	10.31
Prefunded warrant \| Exercise price \| Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	7.00	7.00
Prefunded warrant \| Expected volatility \| Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.725	1.400
Prefunded warrant \| Risk-free interest rate \| Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.0374	0.0421
Prefunded warrant \| Dividend yield \| Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0	0
Common Stock warrant \| Share price \| Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input		10.31

Equity-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2025

Share-Based Payment Arrangement [Abstract]

Schedule of Compensation Expense

The following table presents the stock-based compensation expense.



		Three Months Ended September 30,				Nine Months Ended September 30,
	Incentive Plan	2025		2024		2025		2024
		(In thousands)
Restricted stock units (1)	2024 Incentive Plan	$	3,209	$	—	$	3,209	$	—
Incentive units	Legacy Incentive Plan	(200)		158		241		417
Class A units (2)	Legacy Incentive Plan	—		—		841		(225)






Total		$	3,009	$	158	$	4,291	$	192

(1)The Company recognized $1.6 million during the three and nine months ended September 30, 2025 related to the modification of an equity award of the Company’s former Chief Executive Officer (“CEO”).

(2)In the nine months ended September 30, 2024, USARE LLC recorded equity-based compensation for issuance of its Class A Units to certain consultants pursuant to existing bonus agreements. In the nine months ended September 30, 2024, USARE LLC recorded the forfeiture of equity-based compensation of the Company’s former CEO.

Schedule of RSU Activity

The following table presents RSU activity under the 2024 Incentive Plan.


	Number of Shares	Weighted Average Grant Date Fair Value
	(In thousands)	(Per share)









Awarded	1,252	$16.83


Balance, September 30, 2025	1,252	16.83

Schedule Of Unamortized Compensation Cost And Weighted Average Service Period

The following table presents the unamortized compensation costs and weighted average service period as of September 30, 2025.

Unamortized Compensation Costs

Weighted Average Service Period

(In thousands)

(In years)

Restricted stock units

18,790

1.25

Equity-Based Compensation - Narrative (Details)	9 Months Ended
Equity-Based Compensation - Narrative (Details)	Sep. 30, 2025 shares
Restricted Stock Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage	33.33%
Share-based compensation arrangement by share-based payment award, award vesting period	3 years
Restricted Stock Units \| Director
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period	1 year
Share-based compensation arrangement by share-based payment award, award vesting rights, conversion ratio	1
2024 Omnibus Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock reserved for future issuance (in shares)	13,000,000.0
Number of units, right to receive (in shares)	1

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

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-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Paragraph 2
-Subparagraph (l)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-1D

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Paragraph 3
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-URI https://asc.fasb.org/1943274/2147480483/718-10-35-3

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
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-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(01)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(02)
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(03)
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(04)
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(01)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(02)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(03)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(1)
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

+ Details

Condensed Consolidated Statements of Mezzanine Equity and Stockholders' (Deficit) Equity (Parenthetical)	Sep. 30, 2025	Dec. 31, 2024
Series A Cumulative Convertible Preferred Stock Subject To Possible Redemption
Percentage of series A cumulative convertible preferred stock subject to possible redemption	12.00%	12.00%

Organization	9 Months Ended
Organization	Sep. 30, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	Organization The mission of USA Rare Earth, Inc., collectively with its subsidiaries (the “Company,” “USAR,” “we,” or “our”) is to establish a domestic rare earth magnet supply chain that supports the future state of energy, mobility, technology and national security in the United States of America (“U.S.”). USAR is developing a rare earth element (“REE”) sintered Neodymium Iron Boron (“NdFeB“ or “neo”) magnet manufacturing plant in Stillwater, Oklahoma, and intends to establish domestic rare earth and critical minerals supply, extraction, and processing capabilities to both supply its magnet manufacturing plant and, the Company believes as it scales up its manufacturing operations, support to the entire value chain. Rare earth magnets are critical to various business sectors and industries, including the defense, automotive, aviation, industrial, artificial intelligence with robotics (also referred to as “Physical AI”), medical, and consumer electronics industries, among others. USAR is planning to take a broad approach to the industries it serves with the intention of providing high-quality neo magnets to a variety of industries and customers. USAR’s focus on developing domestic rare earth production aligns with national priorities, offering the potential of a sustainable and secure domestic supply of materials critical to key industries. USAR (formerly known as Inflection Point Acquisition Corp. II or “IPXX”) was a special purpose acquisition company incorporated as a Cayman Islands exempted company on March 6, 2023. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On March 14, 2025, following the closing of the merger transactions, shares of USAR common stock (“Common Stock”) and USAR warrants began trading on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “USAR” and “USARW,” respectively. Going Concern The accompanying Condensed Consolidated Financial Statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which contemplates continuation of the Company as a going concern and the continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. The Company has generated no revenues since inception, continues to incur losses from increasing operational expenses, and has an accumulated deficit. For the nine months ended September 30, 2025, the Company had net loss of $248.0 million, which includes a non-cash fair value loss on financial instruments of $216.8 million. For the nine months ended September 30, 2025, net cash used for operating activities was $21.1 million. As of September 30, 2025, the Company had cash and cash equivalents on its Condensed Consolidated Balance Sheet of $257.6 million and subsequent to the balance sheet date, the Company raised an additional approximately $163.3 million from exercises of outstanding warrants by certain investors. Despite the increase in cash during the quarter and subsequent to the end of the quarter, the Company will still need to raise additional capital to implement its current strategic plan, purchase of raw material inventory in advance of manufacturing due to long lead times, current and future business acquisitions to strategically acquire significant quantities of critical raw material inventory, and purchase of capital equipment to expand its production and finishing lines. Furthermore, the Company expects to increase its operational costs to accommodate the new production lines and incur higher infrastructure costs to handle the forecasted increase production and sales. Based on the Company’s need to raise additional capital as well as milestones required for its current strategic plan and increased operational costs to generate sustainable commercial revenues, there is substantial doubt regarding its ability to continue as a going concern for the twelve months following the issuance of these Condensed Consolidated Financial Statements.

Leases (Tables)

9 Months Ended

Sep. 30, 2025

Leases [Abstract]

Schedule of Supplemental Balance Sheet Information

The following table presents the finance and operating leases on the Company’s Condensed Consolidated Balance Sheets.




	September 30, 2025		December 31, 2024

	(In thousands)
Assets
Finance leases, included in property plant and equipment, net	$	1,104	$	—
Operating leases, included in lease right-of-use assets, net	355		30






Total	$	1,459	$	30

Liabilities
Finance lease liability, current	$	280	$	—
Finance lease liability, non-current	664		—
Total finance lease liabilities	944		—

Operating lease liability, current (1)	146		23
Operating lease liability, non-current	220		—
Total operating lease liabilities	366		23


Total lease liabilities	$	1,310	$	23

(1)Includes sub-lease deposit of $13 thousand.

Merger Transaction and Acquisition (Details) $ / shares in Units, shares in Thousands, $ in Millions				9 Months Ended
	Sep. 26, 2025 USD ($) shares	Mar. 11, 2025 $ / shares shares	Aug. 21, 2024 USD ($) tranche $ / shares shares	Sep. 30, 2025 USD ($) $ / shares shares
Earnout and Forward Purchase Agreements
Business Combination [Line Items]
Proceeds from investment \| $			$ 8.0
Forward Purchase Agreements
Business Combination [Line Items]
Number of shares issued (in Shares)				(1,890)
Price per share (in Dollars per share) \| $ / shares				$ 11.00
Forward Purchase Agreements \| Common Units Class A
Business Combination [Line Items]
Issuance of preferred stock and warrants, net of issuance costs (in Shares)		1,890
Floor price (in dollars per share) \| $ / shares		$ 4.00
Forward Purchase Agreements \| Common Stock
Business Combination [Line Items]
Cash \| $				$ 20.8
Less Common Metals Ltd.
Business Combination [Line Items]
Business combination, consideration transferred, value \| $	$ 100.0
Additional shares issued (in Shares)	6,740
Common stock, deposit of escrow shares (in shares)	1,000
Business Combination Agreement
Business Combination [Line Items]
Cash held in trust \| $			$ 22.8
Minimum trading day period			20 days
Consecutive trading day period			30 days
Business Combination Agreement \| Minimum
Business Combination [Line Items]
Market price per share (in Dollars per share) \| $ / shares			$ 15.00
Business Combination Agreement \| Maximum
Business Combination [Line Items]
Market price per share (in Dollars per share) \| $ / shares			$ 20.00
Business Combination Agreement \| Earnout shares
Business Combination [Line Items]
Additional shares issued (in Shares)			5,050
Business Combination Agreement \| Common Stock
Business Combination [Line Items]
Additional shares issued (in Shares)			10,100
Number of tranches \| tranche			2
Business Combination Agreement \| Second Tranche
Business Combination [Line Items]
Additional shares issued (in Shares)			5,050
Market price per share (in Dollars per share) \| $ / shares			$ 20.00

Net Loss Per Share

9 Months Ended

Sep. 30, 2025

Earnings Per Share [Abstract]

Net Loss Per Share

Net Loss per Share

The following table sets forth the computation of the numerator and denominator for net loss per share attributable to holders of Common Stock.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(In thousands, except for per share amounts)
Numerator
Net loss attributable to USA Rare Earth, Inc.	$	(156,680)	$	(1,869)	$	(247,354)	$	(8,938)



Declared and deemed dividends, and accretion	(11,341)		—		(23,060)		—




Undistributed net loss attributable to USA Rare Earth, Inc.	$	(168,021)	$	(1,869)	$	(270,414)	$	(8,938)

Denominator




Weighted average shares outstanding - basic and diluted	102,589		59,497		95,609		59,429













Net loss per share attributable to USA Rare Earth, Inc.
Basic and diluted	$	(1.64)	$	(0.03)	$	(2.83)	$	(0.15)

The following table presents categories of shares that are excluded from the diluted per share computation as their effect would be anti-dilutive.


	Three Months Ended September 30,		Nine Months Ended September 30,
	2025	2024	2025	2024
	(Shares in thousands)
12% Series A Cumulative Convertible Preferred Stock (1)	3,402	2,658	3,402	2,658
Series A warrants	3,206	3,000	3,206	3,000
Earnout shares	10,100	—	10,100	—
Investor warrants	18,365	—	18,365	—
USARE LLC Class B Convertible warrants	—	1,699	—	1,699
USARE LLC Class C Convertible warrants	—	393	—	393
Common Stock warrants	9,991	—	9,991	—
Incentive units	—	8,035	—	8,035





Total	45,064	15,785	45,064	15,785

(1)Represents the amount of potential common shares, if converted at each reported date.

Net Loss Per Share - Schedule of Loss Per Share Attributable to Holders of Common Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Numerator:
Net loss attributable to USA Rare Earth, Inc.	$ (156,680)	$ (1,869)	$ (247,354)	$ (8,938)
Declared and deemed dividends, and accretion	(11,341)	0	(23,060)	0
Undistributed net loss attributable to USA Rare Earth, Inc.	$ (168,021)	$ (1,869)	$ (270,414)	$ (8,938)
Denominator
Weighted average shares outstanding - basic (in shares)	102,589	59,497	95,609	59,429
Weighted average shares outstanding - diluted (in shares)	102,589	59,497	95,609	59,429
Net loss per share attributable to USA Rare Earth, Inc.
Basic (in Dollars per share)	$ (1.64)	$ (0.03)	$ (2.83)	$ (0.15)
Diluted (in Dollars per share)	$ (1.64)	$ (0.03)	$ (2.83)	$ (0.15)

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2025
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Potential Future Environmental Contingency The Company’s planned exploration and development activities are subject to various federal and state laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally have become more restrictive. The Company will conduct its operations to protect public health and the environment and believes that its current engineering operations are materially in compliance with all applicable laws and regulations. While the Company’s mining activities are not yet operational, the Company has made, and expects to make in the future, expenditures to comply with all local and federal environmental laws and regulations. The ultimate amount of reclamation and other future site-restoration costs to be incurred for future mining interests is unknown and uncertain as of September 30, 2025. Litigation From time to time, the Company may become subject to legal proceedings, claims or litigation arising in the ordinary course of business. In addition, the Company may receive notices alleging infringement of patents or other intellectual property rights. The outcomes of any legal proceedings, claims, notices or litigation are subject to uncertainty, and any claims against the Company, whether meritorious or not, can be time-consuming, result in costly litigation, require significant management time, create negative perceptions with communities, stakeholders, and government agencies and result in the diversion of significant operational resources. If an unfavorable outcome was to occur in any proceeding, claim or litigation, the Company could be adversely affected in the period in which they are resolved and the impact could be material to the Company’s business, financial condition, cash flow or results of operations, depending on the specific circumstances of the outcome. The Company accrues loss contingencies when it is both probable that the Company will incur the loss and when it can reasonably estimate the amount of the loss or range of loss. Ramco Complaint A complaint was filed in Delaware Chancery Court by Ramco Asset Management, LLC (“Ramco”), US Trading Company Metals RE, LLC (“TCM RE”), and DinSha Dynasty Trust (“DinSha”) (collectively, the “Plaintiffs”) on July 29, 2022 against USA Rare Earth, LLC (“USARE LLC”), Morzev Pty Ltd., Mordechai Gutnick ATF the Morzev Trust, Mordechai Gutnick, and Pini Althaus (collectively, the “Defendants”), captioned Ramco Asset Management, LLC v. USA Rare Earth, LLC, C.A. No. 2022-0665-SG (as amended, the “Complaint”). In connection with this matter and a disagreement regarding the number of units of USARE LLC that were issued to the Plaintiffs in transactions during 2019, the Complaint alleged causes of action for breach of contract, breach of fiduciary duty, breach of the Corporations Act (Australia), fraud and misrepresentation, and breach of the duty of good faith and fair dealing. The Complaint seeks a variety of relief, including compensatory and punitive damages, curative equity, attorneys fees and expenses and other relief as may be granted by the court. USARE LLC thereafter filed a motion to dismiss Plaintiffs’ claims. After motion practice and argument, the court dismissed all claims, except for Ramco’s alleged breach of contract claim and alleged breach of good faith and fair dealing as asserted against the Company. On July 1, 2025, USARE LLC, Ramco, DinSha and Stewart Kleiner entered into a settlement agreement in full settlement of, amongst other things, the Complaint. See subsection “Ramco Complaint and Kleiner Notice Settlement” below. On September 5, 2025, TCM RE filed a notice of appeal (the “Appeal”) to the Delaware Supreme Court appealing the complete dismissal of its claims. TCM RE filed its appellate brief on October 28, 2025. TCM RE asserts no claims against the Company, instead asserting claims solely against Morzev Pty Ltd. Mordechai Gutnick ATF the Morzev Trust, Pini Althaus (former officer of the Company), and Mordechai Gutnick (director of the Company) (collectively “Appellees”). Appellees’ responding brief is due December 1, 2025. The Company will assist Appellees in vigorously contesting this baseless Appeal. Kleiner Notice On April 1, 2025, the Company received notice from Stewart Kleiner (Managing Member of Ramco and Grantor of DinSha) asserting that a milestone triggering payment of certain equity outlined in a May 10, 2019 advisory agreement (the “Milestone Payment Notice”) had been achieved as a result of the Company’s reverse merger with Inflection Point Acquisition Corp. II. A July 28, 2019 amendment to the advisory agreement guaranteed payment of the equity by Mordechai Gutnick in the event of a conflict between Mr. Kleiner and the Company. On July 1, 2025, the Company, USARE LLC, Ramco, DinSha and Mr. Kleiner entered into a settlement agreement in full settlement of, amongst other things, the Milestone Payment Notice and the guaranteed payment of equity by Mr. Gutnick was released. See subsection “Ramco Complaint and Kleiner Notice Settlement” below. Ramco Complaint and Kleiner Notice Settlement On July 1, 2025, Ramco, DinSha, Mr. Kleiner, the Company and USARE LLC entered into a settlement agreement and release pursuant to which, in full settlement of the Complaint and the Milestone Payment Notice, amongst other things, the Company agreed to issue 159 thousand shares of Common Stock to DinSha and agreed to pay $150 thousand to Ramco. The settlement agreement is expressly not to be construed as an admission of liability by the Company. During the second quarter of 2025, the Company determined that the consideration paid (both cash and the fair value of the Common Stock components) were both probable and estimable, and should be classified as settlement of litigation. During the quarter ended June 30, 2025, the Company recorded an estimated fair value charge of $1.8 million in its Condensed Consolidated Statements of Operations.

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2025

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value Recurring Basis

The following table presents the financial assets measured on a recurring basis by contractual maturity, including pricing category, amortized cost, gross unrealized gains and losses, and fair value. The Company has no Level 1 and Level 2 financial liabilities measured on a recurring basis.


		As of September 30, 2025								As of December 31,2024
	Pricing Category	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
		(In thousands)

Money market funds	Level 1	$	256,826	$	—	$	—	$	256,826	$	15,709	$	—	$	—	$	15,709

The following table presents the Level 3 financial liabilities measured on a recurring basis. The Company has no Level 3 financial assets measured on a recurring basis.





	September 30, 2025			December 31,2024
	(In thousands)











Liabilities:
Derivative liability		$	—	$	1,164
Earnout liabilities		166,087		—
Warrant liabilities		41,024		—

Common Stock warrant		136,761		—




Total liabilities		$	343,872	$	1,164

Schedule of Fair Value of Measurement Inputs

The following table summarizes the significant inputs to value the Earnout liability.


	September 30, 2025	March 13, 2025
Share price	$17.19	$10.79
Expected volatility	70.4%	66.0%
Risk-free interest rate	3.72%	4.00%
Remaining term (in years)	5.4	6.0

The following table summarizes the significant inputs to value the Series A Investor Warrants liability.


	September 30, 2025	March 13, 2025
Share price	$17.19	$10.79
Exercise price (1)	$7.00	$12.00
Expected volatility	65.2%	65.0%
Risk-free rate	3.64%	3.95%
Dividend yield	—%	—%
Put term (in years)	4.4	4.4

(1)On May 2, 2025, the exercise price of this warrant was reset from $12.00 to $7.00.

The following table summarizes the significant inputs to value the Common Stock warrants liability.


	September 30, 2025	May 2, 2025
Share price	$17.19	$10.31
Exercise price	$7.00	$7.00
Expected volatility	72.5%	140.0%
Risk-free rate	3.74%	4.21%
Dividend yield	—%	—%
Put term (in years)	5.6	5.4

Schedule of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation

The following table presents the reconciliation of the Earnout liability measured at fair value on a recurring basis.


	Three Months Ended September 30, 2025		Nine Months Ended September 30, 2025

	(In thousands)
Beginning balance	$	100,007		$	—
Establishment of liability at March 13, 2025	—			99,639
Change in estimated fair value (1)	66,080			66,448



Ending balance	$	166,087		$	166,087

(1.)Change in estimated fair value is recognized in (Loss) gain on fair market value of financial instruments in the Company’s Condensed Consolidated Statements of Operations.

The following table presents the reconciliation of the Series A Investor Warrants liability measured at fair value on a recurring basis.


	Three Months Ended September 30, 2025		Nine Months Ended September 30, 2025

	(In thousands)
Beginning balance	$	53,715		$	—
Establishment of liability at March 13, 2025	—			40,652
Change in estimated fair value (1)	11,927			41,508
Warrant exercises	(24,618)			(41,136)


Ending balance	$	41,024		$	41,024

(1)Change in estimated fair value is recognized in (Loss) gain on fair market value of financial instruments in the Company’s Condensed Consolidated Statements of Operations.

The following table presents the reconciliation of the Common Stock warrants liability measured at fair value on a recurring basis. Subsequent to the balance sheet date, all outstanding Common Stock warrants were exercised.


	Three months ended September 30, 2025		Nine Months Ended September 30, 2025

	(In thousands)
Beginning balance	$	91,600		$	—
Establishment of liability at May 2, 2025	—			84,807
Change in estimated fair value (1)	51,345			58,138
Warrant exercises	(6,184)			(6,184)


Ending balance	$	136,761		$	136,761

(1)Change in estimated fair value is recognized in (Loss) gain on fair market value of financial instruments in the Company’s Condensed Consolidated Statements of Operations.

The following table presents the reconciliation of the Prefunded warrants liability measured at fair value on a recurring basis.


	Three months ended September 30, 2025		Nine Months Ended September 30, 2025

	(In thousands)
Beginning balance	$	23,705		$	—
Establishment of liability at May 2, 2025	—			22,309
Change in estimated fair value (1)	—			1,396
Warrant exercises	(23,705)			(23,705)


Ending balance	$	—		$	—

(1)Change in estimated fair value is recognized in (Loss) gain on fair market value of financial instruments in the Company’s Condensed Consolidated Statements of Operations.

- Definition

Tabular disclosure of the fair value measurement of assets using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets) and gains or losses recognized in other comprehensive income (loss), and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs), by class of asset.

+ References + Details

Variable Interest Entity - Narrative (Details) - Round Top Mountain Development, LLC	Jun. 26, 2023	May 17, 2021
Variable Interest Entity [Line Items]
Equity interest percentage	80.57%	80.00%
TMRC
Variable Interest Entity [Line Items]
Equity interest percentage	19.43%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Property, Plant and Equipment, Net (Tables)

9 Months Ended

Sep. 30, 2025

Property, Plant and Equipment, Net [Abstract]

Schedule of Property, Plant and Equipment, Net


	September 30, 2025		December 31, 2024
	(In thousands)
Land	$	707	$	707
Land improvements	403		403

Building improvements	2,566		—
Lab equipment	3,263		500
Leasehold improvements	346		346
Computer equipment	13		—


Construction in progress (1)	33,736		25,775
Property, plant and equipment, gross	41,034		27,731
Less: Accumulated depreciation	(1,490)		(1,202)
Property, plant and equipment, net	$	39,544	$	26,529

Finance lease right-of-use assets	$	1,233	$	—
Less: Accumulated amortization	(129)		—
Finance lease-right-of-use assets, net	$	1,104	$	—

Total property, plant and equipment, net	$	40,648	$	26,529

(1)Construction in progress includes building construction costs for the Company’s magnet processing plant of $25.8 million and equipment costs of $8.0 million. These assets will be placed in service and depreciated upon completion of construction, installation, and certification.

The following table presents the depreciation expense related to the Company’s property, plant and equipment, and the amortization expense related to the Company’s finance lease right-of-use assets.


	Three Months Ended September 30,					Nine Months Ended September 30,
	2025		2024		2025			2024
	(In thousands)
Depreciation expense	$	108	$	66		$	243		$	229
Amortization expense	62		—			129			—
Total	$	170	$	66		$	372		$	229

Mezzanine and Stockholders’ Equity - Schedule of Total Number of Shares Outstanding and Authority to Issue (Details) - $ / shares
shares in Thousands

Sep. 30, 2025

Jun. 30, 2025

Dec. 31, 2024

^[1]

Class of Warrant or Right [Line Items]

Common stock, Authorized (in shares)

750,000

Common stock, Par value (in Dollars per share)

$ 0.0001

Common stock, Outstanding (in shares)

113,833

Preferred stock, Authorized (in shares)

50,000

Preferred stock, Par value (in Dollars per share)

$ 0.0001

Preferred stock, Outstanding (in shares)

1,860

Total authorized (in shares)

800,000

Preferred Stock

Class of Warrant or Right [Line Items]

Series A Cumulative Convertible Preferred Stock (in shares)

15,000

Series A Cumulative Convertible Preferred Stock subject to possible redemption, shares outstanding

1,860

^[1]

3,714

2,739

Preferred stock, Par value (in Dollars per share)

$ 0.0001

Series A Preferred Stock

Class of Warrant or Right [Line Items]

Preferred stock, Authorized (in shares)

15,000

Percentage of series A cumulative convertible preferred stock subject to possible redemption

12.00%

Preferred stock, shares issued (in Shares)

5,230

Undesignated preferred stock

Class of Warrant or Right [Line Items]

Preferred stock, Authorized (in shares)

35,000

Preferred stock, Par value (in Dollars per share)

$ 0.0001

Preferred stock, Outstanding (in shares)

[1]	Beginning balance amounts are recast as of January 1, 2025. The shares of the Company’s preferred stock prior to the Merger have been retrospectively recast to reflect the change in the capital structure as a result of the Merger.

Mezzanine and Stockholders’ Equity (Tables)

9 Months Ended

Sep. 30, 2025

Equity [Abstract]

Schedule of Total Number of Shares Outstanding and Authority to Issue

The total number of Common Stock and Preferred Stock shares outstanding as of September 30, 2025 and the total number of shares of all classes of stock that USAR has authority to issue is follows:


Class of Stock	Authorized	Par Value	Outstanding
	(In thousands, except par value)
Common stock	750,000	$0.0001	113,833
Preferred stock
12% Series A Cumulative Convertible Preferred Stock (1)	15,000	$0.0001	1,860
Undesignated preferred stock	35,000	$0.0001	—
Total preferred stock	50,000	$0.0001	1,860

Total authorized	800,000

(1)The Company designated 15.0 million shares as 12% Series A Cumulative Convertible Preferred Stock of which 5.23 million shares were issued.

Under the PIPE financing agreements, the Company issued the following shares of Common Stock, Common Stock warrants, and Prefunded warrants.

PIPE Agreement Closing Date

Common Stock Shares and Warrants Issued

Exercise Price

(In thousands, except for exercise price)

Common Stock shares

5/5/2025

8,550

Common Stock warrants (1)

5/5/2025

10,714

$7.00

Prefunded warrants (1)

5/5/2025

2,164

$0.0001

Common Stock shares

9/29/2025

8,333

(1)See Warrants section (above) for amount of warrants outstanding.

Schedule of Warrants to Acquire Common stock

The following table presents the number of potential shares of Common Stock that outstanding warrant holders may acquire.


				Potential Common Stock Shares Issuable Upon Exercise at September 30, 2025 (1)
	Balance Sheet Classification		Exercise Price
		(In thousands, except for exercise price)


Investor Warrants	Equity		$11.50	18,365
Series A Warrants (2) (3)	Liability		$7.00	3,206
Common Stock warrants (3)	Liability		$7.00	9,991
Prefunded warrants (3)	Liability		$0.0001	—

Total Warrants				31,562

(1)Amount presented is net of exercises.

(3)See the follow ing section entitled “Private Investment in Public Entity Financing.” Subsequent to the balance sheet date, all outstanding Common Stock warrants had been exercised.

Schedule of Activity Related to USARE LLC Warrants

The following table presents the warrant exercise activity and cash received for the periods indicated.


	Three and Nine Months Ended September 30, 2025

		(In thousands)
Warrants exercised

Common Stock warrants		723
Prefunded warrants		2,164



Total warrants exercised		2,887

Cash received		$	5,063

Segment Reporting	9 Months Ended
Segment Reporting	Sep. 30, 2025
Segment Reporting [Abstract]
Segment Reporting	Segment Reporting The Company operates in a single reportable operating segment; that segment being the vertically integrated, domestic rare earth element magnet production supply chain. The Company’s chief operating decision maker (“CODM”) is its chief executive officer. The CODM evaluates performance based on the consolidated net income (loss), which is also the measure of segment profit or loss. Performance is reviewed on a consolidated basis, and segment assets are consistent with total assets presented on the face of the accompanying Condensed Consolidated Balance Sheet. Capital expenditures and equipment deposits for the nine months ended September 30, 2025 totaled $13.4 million and are included in the consolidated assets. Because the Company operates in a single segment and the CODM uses the consolidated net income (loss) and the total assets as the primary measures, no reconciliation is required between segment measures and the consolidated financial statement amounts. The Company has not identified any significant segment expenses outside of those presented in the accompanying Condensed Consolidated Statements of Operations.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-41

+ Details

Equity-Based Compensation - Schedule of Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 3,009	$ 158	$ 4,291	$ 192
Restricted stock units
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	3,209	0	3,209	0
Restricted stock units \| CEO
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	1,600		1,600
Incentive units
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	(200)	158	241	417
Class A units
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 0	$ 0	$ 841	$ (225)

Fair Value Measurements

9 Months Ended

Sep. 30, 2025

Fair Value Disclosures [Abstract]

Fair Value Measurements

Earnout Liabilities

Fair Value Measurements

U.S. GAAP defines fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price), and establishes a fair value hierarchy that prioritizes the inputs used to measure fair value using the following definitions (from highest to lowest priority):

•Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

•Level 2 — Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means.

•Level 3 — Prices or valuation techniques requiring inputs that are both significant to the fair-value measurement and unobservable.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Level 1 and Level 2 Fair Value of Financial Instruments on a Recurring Basis


		As of September 30, 2025								As of December 31,2024
	Pricing Category	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
		(In thousands)

Money market funds	Level 1	$	256,826	$	—	$	—	$	256,826	$	15,709	$	—	$	—	$	15,709

Level 3 Fair Value of Financial Instruments on a Recurring Basis

The following table presents the Level 3 financial liabilities measured on a recurring basis. The Company has no Level 3 financial assets measured on a recurring basis.





	September 30, 2025			December 31,2024
	(In thousands)











Liabilities:
Derivative liability		$	—	$	1,164
Earnout liabilities		166,087		—
Warrant liabilities		41,024		—

Common Stock warrant		136,761		—




Total liabilities		$	343,872	$	1,164

Level 3 Valuation and Reconciliation

Earnout Liabilities

The Company valued the Earnout liability using a Monte Carlo simulation which includes Level 3 unobservable inputs on the initial valuation date (March 13, 2025) and September 30, 2025.

The following table summarizes the significant inputs to value the Earnout liability.


	September 30, 2025	March 13, 2025
Share price	$17.19	$10.79
Expected volatility	70.4%	66.0%
Risk-free interest rate	3.72%	4.00%
Remaining term (in years)	5.4	6.0

The following table presents the reconciliation of the Earnout liability measured at fair value on a recurring basis.


	Three Months Ended September 30, 2025		Nine Months Ended September 30, 2025

	(In thousands)
Beginning balance	$	100,007		$	—
Establishment of liability at March 13, 2025	—			99,639
Change in estimated fair value (1)	66,080			66,448



Ending balance	$	166,087		$	166,087

(1.)Change in estimated fair value is recognized in (Loss) gain on fair market value of financial instruments in the Company’s Condensed Consolidated Statements of Operations.

Warrant Liability

On March 13, 2025, the Company issued Series A Investor Warrants in exchange for prior Class A Purchase Warrants in connection with the Merger and related transactions. The Company valued the liability classified Series A Investor Warrants using a Monte Carlo simulation, which includes Level 3 unobservable inputs on the initial valuation date (March 13, 2025) and September 30, 2025. On May 2, 2025, the exercise price was reset from $12.00 to $7.00 as a result of the warrant issuances under the $75M PIPE (as defined below). See the Common Stock Warrant Liability section in this footnote below, and Note 10, “Mezzanine and Stockholders' Equity” for further details related to the $75M PIPE.

The following table summarizes the significant inputs to value the Series A Investor Warrants liability.


	September 30, 2025	March 13, 2025
Share price	$17.19	$10.79
Exercise price (1)	$7.00	$12.00
Expected volatility	65.2%	65.0%
Risk-free rate	3.64%	3.95%
Dividend yield	—%	—%
Put term (in years)	4.4	4.4

(1)On May 2, 2025, the exercise price of this warrant was reset from $12.00 to $7.00.

The following table presents the reconciliation of the Series A Investor Warrants liability measured at fair value on a recurring basis.


	Three Months Ended September 30, 2025		Nine Months Ended September 30, 2025

	(In thousands)
Beginning balance	$	53,715		$	—
Establishment of liability at March 13, 2025	—			40,652
Change in estimated fair value (1)	11,927			41,508
Warrant exercises	(24,618)			(41,136)


Ending balance	$	41,024		$	41,024

(1)Change in estimated fair value is recognized in (Loss) gain on fair market value of financial instruments in the Company’s Condensed Consolidated Statements of Operations.

Private Investment in Public Entity Financing

On May 2, 2025, the Company closed its $75.0 million private investment in public equity (“PIPE”) financing agreement (the “$75M PIPE”) with a single institutional investor. The $75M PIPE included issuance of Common Stock, Common Stock and Prefunded warrants. Both Common Stock and Prefunded warrants are treated as liabilities and are remeasured at each reporting date, with the corresponding gain or loss recognized in (Loss) gain on fair market value of financial instruments on the Company’s Condensed Consolidated Statements of Operations.

See Note 10, “Mezzanine and Stockholders' Equity – Private Investment in Public Entity Financing” for further information regarding the issuances under the $75M PIPE.

Common Stock Warrant Liability Valuation

The Company valued the $75M PIPE Common Stock warrants, which include Level 3 unobservable inputs using a Monte Carlo simulation model at issuance and at reporting date.

The following table summarizes the significant inputs to value the Common Stock warrants liability.


	September 30, 2025	May 2, 2025
Share price	$17.19	$10.31
Exercise price	$7.00	$7.00
Expected volatility	72.5%	140.0%
Risk-free rate	3.74%	4.21%
Dividend yield	—%	—%
Put term (in years)	5.6	5.4


	Three months ended September 30, 2025		Nine Months Ended September 30, 2025

	(In thousands)
Beginning balance	$	91,600		$	—
Establishment of liability at May 2, 2025	—			84,807
Change in estimated fair value (1)	51,345			58,138
Warrant exercises	(6,184)			(6,184)


Ending balance	$	136,761		$	136,761

(1)Change in estimated fair value is recognized in (Loss) gain on fair market value of financial instruments in the Company’s Condensed Consolidated Statements of Operations.

Prefunded Warrant Liability Valuation

The Company valued the $75M PIPE Prefunded warrants was based on the Company’s share value of $10.31 at issuance. As of September 30, 2025, all Prefunded warrants were exercised.

The following table presents the reconciliation of the Prefunded warrants liability measured at fair value on a recurring basis.


	Three months ended September 30, 2025		Nine Months Ended September 30, 2025

	(In thousands)
Beginning balance	$	23,705		$	—
Establishment of liability at May 2, 2025	—			22,309
Change in estimated fair value (1)	—			1,396
Warrant exercises	(23,705)			(23,705)


Ending balance	$	—		$	—

(1)Change in estimated fair value is recognized in (Loss) gain on fair market value of financial instruments in the Company’s Condensed Consolidated Statements of Operations.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Income Taxes (Details)	3 Months Ended		9 Months Ended
Income Taxes (Details)	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Income Tax Disclosure [Abstract]
Effective tax rate	0.00%	0.00%	0.00%	0.00%

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2025
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying interim unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. GAAP for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations relating to interim financial statements. The December 31, 2024 Condensed Consolidated Balance Sheet was derived from audited financial statements and may not include all disclosures required by GAAP; however, the Company believes that the disclosures are adequate to make the information presented not misleading and should be read in conjunction with the Company’s audited C onsolidated F inancial S tatements as of and for the years ended December 31, 2024 and 2023 filed as Exhibit 99.1 to the Current Report on Form 8-K filed by the Company with the SEC on June 18, 2025. These Condensed Consolidated Financial Statements have been prepared on a basis that assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.
Reclassifications	Reclassifications Certain prior period amounts have been reclassified in certain notes to the Condensed Consolidated Financial Statements to conform to the current period presentation.
Principles of Consolidation	Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of the Company, as well as its wholly-owned subsidiaries and variable interest entities (“VIEs”) for which the Company is the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. The amounts that involve significant estimates include equity-based compensation, asset and liability valuations, certain equity issuances, and other fair value estimates reported. The assumptions used in calculating fair value represent the Company’s best estimates. However, these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change or the Company uses different assumptions, any gain or loss recognized using estimates could be materially different.
Recently Adopted Accounting Pronouncement and Recently Issued Accounting Pronouncements Not Yet Adopted	Recently Adopted Accounting Pronouncement In March 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) issued ASU 2024-01, Compensation – Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards, which improves current U.S. GAAP by adding an illustrative example to demonstrate how an entity should apply the scope guidance to determine whether a profits interest award should be accounted for in accordance with Topic 718. This ASU was effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. The adoption of this ASU on January 1, 2025 did not have a material effect on the Company’s Condensed Consolidated Financial Statements. Recently Issued Accounting Pronouncements Not Yet Adopted In January 2025, the FASB issued ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This ASU amends the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting this ASU on its financial reporting disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses. This ASU requires additional disclosures by disaggregating the costs and expense line items that are presented on the face of the income statement. The disaggregation includes: (i) amounts of purchased inventory, employee compensation, depreciation, amortization, and other related costs and expenses; (ii) an explanation of costs and expenses that are not disaggregated on a quantitative basis; and (iii) the definition and total amount of selling expenses. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. This ASU should be applied prospectively. Retrospective application is permitted for all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this ASU on its financial reporting disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in this ASU provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid. This ASU is effective for annual periods beginning after December 15, 2024. Retrospective application is permitted for all prior periods presented in the financial statements. The Company is currently evaluating the impact of this standard on its disclosures.
Fair Value Measurements	U.S. GAAP defines fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price), and establishes a fair value hierarchy that prioritizes the inputs used to measure fair value using the following definitions (from highest to lowest priority): •Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. •Level 2 — Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means. •Level 3 — Prices or valuation techniques requiring inputs that are both significant to the fair-value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

- Definition

Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.

+ References

+ Details

Property, Plant and Equipment, Net - Depreciation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Property, Plant and Equipment, Net [Abstract]
Depreciation expense	$ 108	$ 66	$ 243	$ 229
Amortization expense	62	0	129	0
Total	$ 170	$ 66	$ 372	$ 229

- Definition

The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets.

+ References + Details

Variable Interest Entity

9 Months Ended

Sep. 30, 2025

Variable Interest Entity, Measure of Activity [Abstract]

Variable Interest Entity

Round Top Mountain Development

Round Top Mountain Development, LLC (“RTMD”) is a variable interest entity (“VIE”), has mining rights at Round Top Mountain in the State of Texas, and is developing processing technology for where the rare earth minerals are to be mined.

On May 17, 2021, the Company completed the acquisition of 80% of the equity interests of RTMD, pursuant to a contribution agreement with the Company, Texas Mineral Resource Corp. (“TMRC”), and RTMD, whereby TMRC and the Company contributed their respective rights and interests to and in Round Top Mountain to RTMD. Concurrently, the Company, TMRC, and RTMD entered into a limited liability company agreement of RTMD which documented the governance of RTMD. This acquisition resulted in the consolidation of RTMD and the recording of a non-controlling interest for the remaining TMRC equity interest.

Effective and on June 26, 2023, RTMD, USARE LLC and TMRC entered into an amended and restated limited liability company agreement of RTMD pursuant to which, in the event that TMRC does not fund its share of mandatory capital contributions called for by USARE LLC as the manager of RTMD, USARE LLC is obligated to cover the shortfall by making additional capital contributions to RTMD (or in the event that USARE LLC does not fund, the capital call will be withdrawn). If USARE LLC does fund the capital contribution, additional equity interests in RTMD will be issued to USARE LLC and TMRC will be proportionally diluted in accordance with the terms of the amended and restated limited liability company agreement. TMRC’s failure to fund its share of mandatory capital contributions called under the agreement has resulted in Company’s ownership interest in RTMD to be increased to 80.57% and TMRC’s interest in RTMD to be decreased to 19.43%

The following table presents the assets and liabilities associated with RTMD included in the Company’s Condensed Consolidated Balance Sheets.


	September 30, 2025		December 31, 2024
	(In thousands)
ASSETS
Cash and cash equivalents	$	86	$	66
Prepaid expenses and other current assets	107		178
Right-of-use asset	355		30
Mineral interests	17,339		17,125
Property, plant and equipment, net	221		264
Other assets	19		20
Consolidated assets	$	18,127	$	17,683

LIABILITIES
Accounts payable	$	21	$	42
Accrued liabilities	210		141
Lease liability	354		22
Consolidated liabilities	$	585	$	205

RTMD did not record depletion expense for the mineral interests for the three and nine months ended September 30, 2025 and 2024.

RTMD’s creditors have no recourse against the Company for the RTMD consolidated liabilities included within the Company’s Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024.

The assets of the consolidated VIE can only be used to settle the obligations of the consolidated VIE and not the obligations of the Company.

Property, Plant and Equipment, Net - Schedule of Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2025	Dec. 31, 2024
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 41,034	$ 27,731
Less: Accumulated depreciation	(1,490)	(1,202)
Property, plant and equipment, net	39,544	26,529
Finance lease right-of-use assets	1,233	0
Less: Accumulated amortization	(129)	0
Finance leases, included in property plant and equipment, net	1,104	0
Total property, plant and equipment, net	40,648	26,529
Building construction costs	25,800
Equipment costs	8,000
Land
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	707	707
Land improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	403	403
Building improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	2,566	0
Lab equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	3,263	500
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	346	346
Computer equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	13	0
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 33,736	$ 25,775

Mezzanine and Stockholders’ Equity - Common Stock, Common Stock warrants, and Prefunded warrant (Details) shares in Thousands	Sep. 30, 2025 $ / shares shares
Common Stock shares \| PIPE Agreements \| $75M PIPE
Mezzanine and Stockholders’ Equity [Line Items]
Common Stock Shares and Warrants Issued (in shares) \| shares	8,550
Common Stock warrants \| $75M PIPE
Mezzanine and Stockholders’ Equity [Line Items]
Exercise Price (in Dollars per share) \| $ / shares	$ 7.00
Common Stock warrants \| PIPE Agreements \| $75M PIPE
Mezzanine and Stockholders’ Equity [Line Items]
Common Stock Shares and Warrants Issued (in shares) \| shares	10,714
Exercise Price (in Dollars per share) \| $ / shares	$ 7.00
Prefunded warrants \| $75M PIPE
Mezzanine and Stockholders’ Equity [Line Items]
Exercise Price (in Dollars per share) \| $ / shares	$ 0.0001
Prefunded warrants \| PIPE Agreements \| $75M PIPE
Mezzanine and Stockholders’ Equity [Line Items]
Common Stock Shares and Warrants Issued (in shares) \| shares	2,164
Exercise Price (in Dollars per share) \| $ / shares	$ 0.0001
Common Stock shares \| PIPE Agreements \| $125M PIPE
Mezzanine and Stockholders’ Equity [Line Items]
Common Stock Shares and Warrants Issued (in shares) \| shares	8,333

Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands		9 Months Ended
	May 02, 2025	Sep. 30, 2025	Sep. 30, 2024
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Proceeds from issuance of common stock and warrants under PIPE financing, net		$ 190,077	$ 0
$75M PIPE
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Proceeds from issuance of common stock and warrants under PIPE financing, net	$ 75,000

Commitments and Contingencies (Details) - USD ($) $ in Thousands		3 Months Ended
	Jul. 01, 2025	Jun. 30, 2025
Commitments and Contingencies Disclosure [Abstract]
Stock issued during period, shares, issued for litigation settlement (in shares)	159,000
Stock issued during period, value, issued for litigation settlement	$ 150
Payments for legal settlements		$ 1,800

Equity-Based Compensation - Unamortized Stock-Based Compensation Costs (Details) - Restricted Stock Units $ in Thousands	9 Months Ended
	Sep. 30, 2025 USD ($)
Equity-Based Compensation (Details) [Line Items]
Unamortized Compensation Costs	$ 18,790
Weighted Average Service Period	1 year 3 months

Mezzanine and Stockholders’ Equity - Schedule of Warrants to Acquire Common Stock (Details) - $ / shares shares in Thousands	9 Months Ended
	Sep. 30, 2025	May 03, 2025	May 02, 2025	Mar. 13, 2025
Class of Warrant or Right [Line Items]
Potential Common Stock Shares Issuable Upon Exercise	31,562
Warrants granted (in shares)				23,800
Subsequently increased warrant holders		171.00%
Investor Warrants
Class of Warrant or Right [Line Items]
Balance Sheet Classification	Equity
Exercise Price (in Dollars per share)	$ 11.50
Potential Common Stock Shares Issuable Upon Exercise	18,365
Series A Warrants
Class of Warrant or Right [Line Items]
Balance Sheet Classification	Liability
Exercise Price (in Dollars per share)	$ 7.00	$ 7.00	$ 12.00
Potential Common Stock Shares Issuable Upon Exercise	3,206
Common Stock warrants \| $75M PIPE
Class of Warrant or Right [Line Items]
Balance Sheet Classification	Liability
Exercise Price (in Dollars per share)	$ 7.00
Potential Common Stock Shares Issuable Upon Exercise	9,991
Prefunded warrants \| $75M PIPE
Class of Warrant or Right [Line Items]
Balance Sheet Classification	Liability
Exercise Price (in Dollars per share)	$ 0.0001
Potential Common Stock Shares Issuable Upon Exercise	0

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2025
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company is subject to taxation in the U.S. and various state jurisdictions. The Company’s effective tax rate of zero percent is calculated quarterly based upon current assumptions relating to the full year’s estimated operating results and various tax-related items. Each quarter, an estimate of the annual effective tax rate is updated should the Company revise its forecast of earnings based upon its operating results. If there is a change in the estimated effective annual tax rate, a cumulative adjustment is made. The difference between the effective tax rate of zero percent and the U.S. federal statutory rate of 21.0% for the three and nine months ended September 30, 2025 and 2024 was due to changes in the valuation allowance, which entirely offsets the Company’s net deferred tax assets. As of September 30, 2025, the Company determined that, based on an evaluation of the Company’s history of net losses and all available evidence, both positive and negative, including the Company’s latest forecasts and cumulative losses in recent years, it was more likely than not that none or substantially none of the Company’s deferred tax assets would be realized and, therefore, the Company continued to record a valuation allowance.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477617/942-740-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478822/944-740-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Condensed Consolidated Statements of Mezzanine Equity and Stockholders' (Deficit) Equity - USD ($)
shares in Thousands, $ in Thousands

Total

Preferred Stock

Subscription Receivable

Common Stock

Common Units Class A

Common Stock

Common Units Class B

Common Stock

Convertible Preferred Units Class C

Common Stock

Convertible Preferred Units Class C-1

Common Stock

Previously Reported

Common Stock

Previously Reported

Common Units Class A

Common Stock

Previously Reported

Common Units Class B

Common Stock

Previously Reported

Convertible Preferred Units Class C

Common Stock

Previously Reported

Convertible Preferred Units Class C-1

Common Stock

Retroactive application of recapitalization

Common Stock

Retroactive application of recapitalization

Common Units Class A

Common Stock

Retroactive application of recapitalization

Common Units Class B

Common Stock

Retroactive application of recapitalization

Convertible Preferred Units Class C

Common Stock

Retroactive application of recapitalization

Convertible Preferred Units Class C-1

Additional Paid-In Capital

Preferred Stock and Warrants

Additional Paid-In Capital

Common Stock

Additional Paid-In Capital

Previously Reported

Additional Paid-In Capital

Retroactive application of recapitalization

Subscription Receivable

Accumulated Deficit

Previously Reported

Accumulated Deficit

Retroactive application of recapitalization

Non-Controlling Interest

Previously Reported

Non-Controlling Interest

Retroactive application of recapitalization

Increase (Decrease) in Temporary Equity [Roll Forward]

Conversions (in shares)

^[1]

651

Common stock balances, beginning of period (in shares) at Dec. 31, 2023

^[1]

59,213

206,520

20,779

54,592

7,861

59,213

(206,520)

(20,779)

(54,592)

(7,861)

Balances, beginning of period at Dec. 31, 2023

$ 42,484

$ 6

$ 0

$ 3,704

$ 3,189

$ 73,079

$ 13,404

$ 6

$ (3,704)

$ (3,189)

$ (73,079)

$ (13,404)

$ 93,370

$ 0

$ 93,370

$ (54,223)

$ 0

$ 3,331

$ 0

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Equity-based compensation - incentive units

192

Convertible Preferred dividends

2,527

USARE LLC Convertible Preferred dividends

(2,945)

Issuance of warrants

6,897

Dilution of non-controlling interest

(31)

Conversion of 12% Series A Convertible Preferred Stock (in Shares)

^[1]

651

Net loss attributable to USA Rare Earth, Inc.

(9,499)

(8,938)

(561)

Common stock balances, end of period (in shares) at Sep. 30, 2024

^[1]

59,864

Balances, end of period at Sep. 30, 2024

39,656

$ 6

$ 0

102,986

(66,075)

2,739

Increase (Decrease) in Temporary Equity [Roll Forward]

Conversions (in shares)

^[1]

224

Common stock balances, beginning of period (in shares) at Jun. 30, 2024

^[1]

59,640

Balances, beginning of period at Jun. 30, 2024

35,641

$ 6

96,991

(64,243)

2,887

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Equity-based compensation - incentive units

158

Convertible Preferred dividends

(446)

USARE LLC Convertible Preferred dividends

Issuance of warrants

6,283

Dilution of non-controlling interest

(9)

Conversion of 12% Series A Convertible Preferred Stock (in Shares)

^[1]

224

Net loss attributable to USA Rare Earth, Inc.

(2,008)

(1,869)

(139)

Common stock balances, end of period (in shares) at Sep. 30, 2024

^[1]

59,864

Balances, end of period at Sep. 30, 2024

39,656

$ 6

$ 0

102,986

(66,075)

2,739

Balances, beginning of period (in shares) at Dec. 31, 2024

^[2]

2,739

Balances, beginning of period at Dec. 31, 2024

^[2]

19,923

$ 21,173

$ (1,250)

Increase (Decrease) in Temporary Equity [Roll Forward]

Convertible preferred dividends (in shares)

^[2]

USARE LLC Convertible Preferred unit dividends

^[2]

$ 1,082

Issuance of preferred stock and warrants, net of issuance costs (in shares)

^[2]

2,279

Issuance of preferred stock and warrants, net of issuance costs

^[2]

$ 11,745

Forgiveness of related party promissory note (in Shares)

^[2]

131

Forgiveness of related party promissory note

^[2]

$ 1,527

1,250

Deferred offering costs

^[2]

(3,237)

Deemed dividend and accretion to redemption value

^[2]

$ 23,073

Conversions (in shares)

(3,373)

^[2]

5,948

^[3]

Conversions

$ (42,091)

^[2]

42,091

^[3]

Balances, end of period (in shares) at Sep. 30, 2025

^[2]

1,860

Balances, end of period at Sep. 30, 2025

^[2]

13,272

$ 13,272

Common stock balances, beginning of period (in shares) at Dec. 31, 2024

^[3]

60,091

Balances, beginning of period at Dec. 31, 2024

^[3]

34,021

$ 6

104,244

$ 0

(72,872)

2,643

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Equity-based compensation - incentive units

^[3]

3,450

Issuance of common stock - transaction bonus (in Shares)

^[3]

Extinguishment of note payable (in Shares)

^[3]

140

Extinguishment of note payable

^[3]

1,506

USARE LLC Convertible Preferred unit dividends (in shares)

^[3]

182

Convertible Preferred dividends

^[3]

(1,082)

Stock issuance

^[3]

$ 5,367

$ 2,454

Deferred offering costs

^[3]

(4,234)

Deemed dividend - preferred accretion to redemption value

^[3]

(23,073)

Reverse recapitalization merger (in Shares)

^[3]

21,461

Reverse recapitalization merger

^[3]

$ 2

27,718

(16,954)

Conversion of 12% Series A Convertible Preferred Stock (in Shares)

(3,373)

^[2]

5,948

^[3]

Conversions of 12% Series A Cumulative Convertible Preferred Stock

$ (42,091)

^[2]

42,091

^[3]

Exercise of warrants (in shares)

^[3]

8,867

Exercise of warrants

^[3]

$ 1

131,630

PIPE financing (in shares)

^[3]

16,883

PIPE financing

^[3]

$ 2

119,904

Earnout liability

^[3]

(99,639)

Conversion of Series A warrants into liability-classified warrants

^[3]

(34,612)

Forward purchase agreements prepayment

^[3]

(351)

(20,389)

Early termination of forward purchase agreements

^[3]

399

20,391

Accretion of forward purchase agreements

^[3]

(2)

Other issuances (in shares)

^[3]

183

Other issuances / Transaction bonus

^[3]

$ 0

841

Net loss attributable to USA Rare Earth, Inc.

$ (248,025)

(247,354)

^[3]

(671)

^[3]

Common stock balances, end of period (in shares) at Sep. 30, 2025

113,833

^[3]

Balances, end of period at Sep. 30, 2025

^[3]

$ (58,582)

$ 11

276,615

(337,180)

1,972

Balances, beginning of period (in shares) at Jun. 30, 2025

3,714

Balances, beginning of period at Jun. 30, 2025

25,242

$ 25,242

Increase (Decrease) in Temporary Equity [Roll Forward]

Forgiveness of related party promissory note

Deemed dividend and accretion to redemption value

$ 11,397

Conversions (in shares)

(1,854)

3,338

Conversions

$ (23,367)

23,367

Balances, end of period (in shares) at Sep. 30, 2025

^[2]

1,860

Balances, end of period at Sep. 30, 2025

^[2]

13,272

$ 13,272

$ 0

Common stock balances, beginning of period (in shares) at Jun. 30, 2025

96,189

Balances, beginning of period at Jun. 30, 2025

(131,934)

$ 10

46,270

(180,500)

2,286

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Equity-based compensation - incentive units

3,209

Stock issuance

$ 2,101

Deemed dividend - preferred accretion to redemption value

(11,397)

Conversion of 12% Series A Convertible Preferred Stock (in Shares)

(1,854)

3,338

Conversions of 12% Series A Cumulative Convertible Preferred Stock

$ (23,367)

23,367

Exercise of warrants (in shares)

5,816

Exercise of warrants

$ 0

93,161

PIPE financing (in shares)

8,333

PIPE financing

$ 1

119,904

Early termination of forward purchase agreements

Accretion of forward purchase agreements

Other issuances (in shares)

157

Other issuances / Transaction bonus

$ 0

Net loss attributable to USA Rare Earth, Inc.

$ (156,994)

(156,680)

(314)

Common stock balances, end of period (in shares) at Sep. 30, 2025

113,833

^[3]

Balances, end of period at Sep. 30, 2025

^[3]

$ (58,582)

$ 11

$ 276,615

$ 0

$ (337,180)

$ 1,972

[1]	The shares of the Company’s common stock, common stock units and preferred stock units prior to the Merger have been retrospectively recast to reflect the change in the capital structure as a result of the Merger.
[2]	Beginning balance amounts are recast as of January 1, 2025. The shares of the Company’s preferred stock prior to the Merger have been retrospectively recast to reflect the change in the capital structure as a result of the Merger.
[3]	Beginning balance amounts are recast as of January 1, 2025. The shares of the Company’s common stock prior to the Merger have been retrospectively recast to reflect the change in the capital structure as a result of the Merger.

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2025

Earnings Per Share [Abstract]

Schedule of Loss Per Share Attributable to Holders of Common Stock

The following table sets forth the computation of the numerator and denominator for net loss per share attributable to holders of Common Stock.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(In thousands, except for per share amounts)
Numerator
Net loss attributable to USA Rare Earth, Inc.	$	(156,680)	$	(1,869)	$	(247,354)	$	(8,938)



Declared and deemed dividends, and accretion	(11,341)		—		(23,060)		—




Undistributed net loss attributable to USA Rare Earth, Inc.	$	(168,021)	$	(1,869)	$	(270,414)	$	(8,938)

Denominator




Weighted average shares outstanding - basic and diluted	102,589		59,497		95,609		59,429













Net loss per share attributable to USA Rare Earth, Inc.
Basic and diluted	$	(1.64)	$	(0.03)	$	(2.83)	$	(0.15)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following table presents categories of shares that are excluded from the diluted per share computation as their effect would be anti-dilutive.


	Three Months Ended September 30,		Nine Months Ended September 30,
	2025	2024	2025	2024
	(Shares in thousands)
12% Series A Cumulative Convertible Preferred Stock (1)	3,402	2,658	3,402	2,658
Series A warrants	3,206	3,000	3,206	3,000
Earnout shares	10,100	—	10,100	—
Investor warrants	18,365	—	18,365	—
USARE LLC Class B Convertible warrants	—	1,699	—	1,699
USARE LLC Class C Convertible warrants	—	393	—	393
Common Stock warrants	9,991	—	9,991	—
Incentive units	—	8,035	—	8,035





Total	45,064	15,785	45,064	15,785

(1)Represents the amount of potential common shares, if converted at each reported date.

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024
Cash flows from operating activities:
Net loss	$ (248,025)	$ (9,499)
Adjustments to reconcile net loss to cash used in operating activities
Equity-based compensation	4,291	192
Depreciation	243	229
Amortization of right of use assets	241	128
Amortization of discount on note payable	0	149
Loss (gain) on fair market value of financial instruments	216,788	(365)
Other non-cash adjustments	2,491	39
Changes in operating assets and liabilities:
Prepaid and other assets	(1,097)	(87)
Accounts payable	(3,403)	944
Accrued and other liabilities	7,864	(1,100)
Lease liability	(480)	(117)
Net cash used in operating activities	(21,087)	(9,487)
Cash flows from investing activities:
Capital expenditures and equipment deposits	(13,398)	(2,256)
Other	0	(213)
Net cash used in investing activities	(13,398)	(2,469)
Cash flows from financing activities:
IPXX contribution of capital through merger	22,867	0
Prepayment of Forward Purchase Agreements	(20,789)	0
Proceeds from termination of Forward Purchase Agreements	20,789	0
Payment of securities issuance costs	(8,281)	(3,214)
Proceeds from issuance of common stock and warrants under PIPE financing, net	190,077	0
Proceeds from exercise of warrants	47,531	0
Financed leases	289	0
Net cash provided by financing activities	275,333	21,745
Net change in cash and cash equivalents	240,848	9,789
Cash and cash equivalents, beginning of year	16,761	13,199
Cash and cash equivalents, end of period	257,609	22,988
Supplemental disclosure of cash flow information:
Purchases of property and equipment in accounts payable, accrued expenses, and other liabilities	1,463	0
Finance right of use assets obtained in exchange for finance lease liabilities	1,233	0
Non-cash lease liabilities arising from obtaining right of use assets	427	0
Series A-1 & A-2 Preferred Stock
Cash flows from financing activities:
Proceeds from issuance of preferred stock and warrants	15,250	25,500
Series A Preferred Stock
Cash flows from financing activities:
Proceeds from issuance of preferred stock and warrants	8,000	0
Payments of stock issuance costs	(400)	0
Convertible Preferred Units Class C-1
Cash flows from financing activities:
Payments of stock issuance costs	0	(541)
Class C & C-1 Preferred Stock
Supplemental disclosure of cash flow information:
Convertible preferred stock dividends	1,960	4,842
Class A & A-1 Preferred Stock
Supplemental disclosure of cash flow information:
Convertible preferred stock dividends	$ 1,082	$ 438

Equity-Based Compensation

9 Months Ended

Sep. 30, 2025

Share-Based Payment Arrangement [Abstract]

Equity-Based Compensation

Incentive Plans

2024 Omnibus Incentive Plan

The Company has reserved 13.0 million shares of Common Stock for issuance pursuant to the 2024 Omnibus Incentive Plan (the “2024 Incentive Plan”), and the maximum number of units that may be issued pursuant to the vesting of incentive awards under the 2024 Incentive Plan is 13.0 million units, subject to certain adjustments. Each unit represents the right to receive one share of Common Stock. The 2024 Incentive Plan authorizes the awards of several types of equity compensation including stock options, restricted stock units (“RSU”), stock appreciation rights, performance awards (“PRSU”) and other stock-based compensation.

Restricted Stock Units

RSU outstanding at September 30, 2025 generally vest 33⅓% annually over the three years from date of grant and are dependent upon continued employment. Non-employee board of director grants generally vest one year after the date of grant or on the date of the annual stockholders’ meeting following the date of grant, whichever date occurs first. As RSU vest, the units will be settled in shares of common stock based on a one-to-one ratio.

USARE LLC Incentive Plan

USARE LLC issued incentive units under the Amended and Restated Incentive Plan dated May 1, 2020 and the Second Amended and Restated Equity Incentive Plan dated August 26, 2022 and amended November 2, 2022 and February 10, 2024 (the “Legacy Incentive Plan”). The incentive units were intended to constitute “profit interests” within the meaning of the U.S. Internal Revenue Service (“IRS”) Revenue Procedures 93-27 and 2001-43 (or the corresponding requirements of any subsequent guidance promulgated by the IRS or other applicable law). The rights and preferences of the incentive units were defined in the respective incentive unit agreements. The Company did not forfeit or grant any new incentive units under the Legacy Incentive Plan as of the closing date of the Merger. In addition, no new grants will be awarded under this plan.

Restricted Stock Unit Fair Value Assumption

The fair value of RSU granted to employees are based on the Company’s common stock price on the date of grant.

Stock-based Compensation Expense

The following table presents the stock-based compensation expense.



		Three Months Ended September 30,				Nine Months Ended September 30,
	Incentive Plan	2025		2024		2025		2024
		(In thousands)
Restricted stock units (1)	2024 Incentive Plan	$	3,209	$	—	$	3,209	$	—
Incentive units	Legacy Incentive Plan	(200)		158		241		417
Class A units (2)	Legacy Incentive Plan	—		—		841		(225)






Total		$	3,009	$	158	$	4,291	$	192

Restricted Stock Unit Activity

The following table presents RSU activity under the 2024 Incentive Plan.


	Number of Shares	Weighted Average Grant Date Fair Value
	(In thousands)	(Per share)









Awarded	1,252	$16.83


Balance, September 30, 2025	1,252	16.83

Unamortized Stock-Based Compensation Costs

Stock-based compensation costs related to unvested RSUs will generally be amortized on a straight-line basis over the remaining average service period of each award. The following table presents the unamortized compensation costs and weighted average service period as of September 30, 2025.

Unamortized Compensation Costs

Weighted Average Service Period

(In thousands)

(In years)

Restricted stock units

18,790

1.25

Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive effect (in shares)	45,064	15,785	45,064	15,785
Series A Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Percentage of series A cumulative convertible preferred stock subject to possible redemption	12.00%		12.00%
12% Series A Cumulative Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive effect (in shares)	3,402	2,658	3,402	2,658
Series A warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive effect (in shares)	3,206	3,000	3,206	3,000
Earnout shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive effect (in shares)	10,100	0	10,100	0
Investor warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive effect (in shares)	18,365	0	18,365	0
USARE LLC Class B Common Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive effect (in shares)	0	1,699	0	1,699
USARE LLC Class C Convertible warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive effect (in shares)	0	393	0	393
Common Stock warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive effect (in shares)	9,991	0	9,991	0
Incentive units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive effect (in shares)	0	8,035	0	8,035

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2025
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Presentation The accompanying interim unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. GAAP for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations relating to interim financial statements. The December 31, 2024 Condensed Consolidated Balance Sheet was derived from audited financial statements and may not include all disclosures required by GAAP; however, the Company believes that the disclosures are adequate to make the information presented not misleading and should be read in conjunction with the Company’s audited C onsolidated F inancial S tatements as of and for the years ended December 31, 2024 and 2023 filed as Exhibit 99.1 to the Current Report on Form 8-K filed by the Company with the SEC on June 18, 2025. These Condensed Consolidated Financial Statements have been prepared on a basis that assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Reclassifications Certain prior period amounts have been reclassified in certain notes to the Condensed Consolidated Financial Statements to conform to the current period presentation. Emerging Growth Company Status The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). The JOBS Act, as defined, provides emerging growth companies with certain exemptions from public company reporting requirements for up to five fiscal years while a company remains an emerging growth company. As part of these exemptions, the Company need only provide two fiscal years of audited financial statements instead of three, it has reduced disclosure obligations such as for executive compensation, and it is not required to comply with auditor attestation requirements from Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended, regarding its internal control over financial reporting. Additionally, the JOBS Act has allowed the Company the option to delay adoption of new or revised financial accounting standards until private companies are required to comply with new or revised financial accounting standards. The Company has elected not to opt out of such extended transition period which means that when a new standard is issued or revised and it has different application dates for public or private companies, the Company can adopt the new or revised standard at the same time private companies adopt the new or revised standard. This may make comparison of the Company’s Condensed Consolidated Financial Statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of the Company, as well as its wholly-owned subsidiaries and variable interest entities (“VIEs”) for which the Company is the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. The amounts that involve significant estimates include equity-based compensation, asset and liability valuations, certain equity issuances, and other fair value estimates reported. The assumptions used in calculating fair value represent the Company’s best estimates. However, these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change or the Company uses different assumptions, any gain or loss recognized using estimates could be materially different. Significant Accounting Policies For a detailed description of the Company’s Significant Accounting Policies, please refer to the Company’s audited Consolidated Financial Statements as of and for the years ended December 31, 2024 and 2023 filed as Exhibit 99.1 to the Current Report on Form 8-K filed by the Company with the SEC on June 18, 2025. Recently Adopted Accounting Pronouncement In March 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) issued ASU 2024-01, Compensation – Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards, which improves current U.S. GAAP by adding an illustrative example to demonstrate how an entity should apply the scope guidance to determine whether a profits interest award should be accounted for in accordance with Topic 718. This ASU was effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. The adoption of this ASU on January 1, 2025 did not have a material effect on the Company’s Condensed Consolidated Financial Statements. Recently Issued Accounting Pronouncements Not Yet Adopted In January 2025, the FASB issued ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This ASU amends the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting this ASU on its financial reporting disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses. This ASU requires additional disclosures by disaggregating the costs and expense line items that are presented on the face of the income statement. The disaggregation includes: (i) amounts of purchased inventory, employee compensation, depreciation, amortization, and other related costs and expenses; (ii) an explanation of costs and expenses that are not disaggregated on a quantitative basis; and (iii) the definition and total amount of selling expenses. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. This ASU should be applied prospectively. Retrospective application is permitted for all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this ASU on its financial reporting disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in this ASU provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid. This ASU is effective for annual periods beginning after December 15, 2024. Retrospective application is permitted for all prior periods presented in the financial statements. The Company is currently evaluating the impact of this standard on its disclosures.

Fair Value Measurements - Schedule of Assets Measured at Fair Value Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2025	Dec. 31, 2024
Money market funds \| Level 1
ASSETS
Fair Value	$ 256,826	$ 15,709

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Operating expenses:
Selling, general and administrative	$ 11,410	$ 797	$ 24,666	$ 4,730
Research and development	4,451	1,162	8,717	4,938
Total operating expenses	15,861	1,959	33,383	9,668
Loss from operations	(15,861)	(1,959)	(33,383)	(9,668)
Other (expense) income, net:
Interest and dividend income	1,310	23	2,262	177
(Loss) gain on fair market value of financial instruments	(142,426)	135	(216,788)	365
Interest expense and other income (loss), net	(17)	(207)	(116)	(373)
Total other (expense) income, net	(141,133)	(49)	(214,642)	169
Net loss	(156,994)	(2,008)	(248,025)	(9,499)
Net loss attributable to non-controlling interest	(314)	(139)	(671)	(561)
Net loss attributable to USA Rare Earth, Inc.	$ (156,680)	$ (1,869)	$ (247,354)	$ (8,938)
Net loss per share attributable to USA Rare Earth, Inc.:
Basic (in Dollars per share)	$ (1.64)	$ (0.03)	$ (2.83)	$ (0.15)
Diluted (in Dollars per share)	$ (1.64)	$ (0.03)	$ (2.83)	$ (0.15)
Number of shares used in per share calculations:
Basic (in shares)	102,589	59,497	95,609	59,429
Diluted (in shares)	102,589	59,497	95,609	59,429

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2025
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2025	Oct. 31, 2025
Entity Addresses [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2025
Document Transition Report	false
Entity File Number	001-41711
Registrant Name	USA Rare Earth, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-1720278
Entity Address, Address Line One	100 W. Airport Road
Entity Address, City or Town	Stillwater
Entity Address, State or Province	OK
Entity Address, Postal Zip Code	74075
City Area Code	(813)
Local Phone Number	867-6155
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		132,638,561
Document Fiscal Year Focus	2025
Central Index Key	0001970622
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q3
Amendment Flag	false
Common Stock, par value $0.0001 per share
Entity Addresses [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001
Trading Symbol	USAR
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one share of Common Stock, each at an exercise price of $11.50 per share
Entity Addresses [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Common Stock, at an exercise price of $11.50 per share
Trading Symbol	USARW
Security Exchange Name	NASDAQ

Property, Plant and Equipment, Net

9 Months Ended

Sep. 30, 2025

Property, Plant and Equipment, Net [Abstract]

Property, Plant and Equipment, Net


	September 30, 2025		December 31, 2024
	(In thousands)
Land	$	707	$	707
Land improvements	403		403

Building improvements	2,566		—
Lab equipment	3,263		500
Leasehold improvements	346		346
Computer equipment	13		—


Construction in progress (1)	33,736		25,775
Property, plant and equipment, gross	41,034		27,731
Less: Accumulated depreciation	(1,490)		(1,202)
Property, plant and equipment, net	$	39,544	$	26,529

Finance lease right-of-use assets	$	1,233	$	—
Less: Accumulated amortization	(129)		—
Finance lease-right-of-use assets, net	$	1,104	$	—

Total property, plant and equipment, net	$	40,648	$	26,529


	Three Months Ended September 30,					Nine Months Ended September 30,
	2025		2024		2025			2024
	(In thousands)
Depreciation expense	$	108	$	66		$	243		$	229
Amortization expense	62		—			129			—
Total	$	170	$	66		$	372		$	229

Variable Interest Entity (Tables)

9 Months Ended

Sep. 30, 2025

Variable Interest Entity, Measure of Activity [Abstract]

Schedule of Consolidated Balance Sheets

The following table presents the assets and liabilities associated with RTMD included in the Company’s Condensed Consolidated Balance Sheets.


	September 30, 2025		December 31, 2024
	(In thousands)
ASSETS
Cash and cash equivalents	$	86	$	66
Prepaid expenses and other current assets	107		178
Right-of-use asset	355		30
Mineral interests	17,339		17,125
Property, plant and equipment, net	221		264
Other assets	19		20
Consolidated assets	$	18,127	$	17,683

LIABILITIES
Accounts payable	$	21	$	42
Accrued liabilities	210		141
Lease liability	354		22
Consolidated liabilities	$	585	$	205

Accrued Liabilities

9 Months Ended

Sep. 30, 2025

Accrued Liabilities [Abstract]

Accrued Liabilities

The following table presents a summary of the accrued liabilities by category.




	September 30, 2025		December 31, 2024

	(In thousands)

Payroll and related employee taxes	$	2,181	$	1,908

Construction in progress	2,191		323


Legal	1,990		99

Financing costs	5,095		—



Other	1,967		741

Total accrued liabilities	$	13,424	$	3,071