USA Rare Earth, Inc.

DEF 14A 1 ea0242851-02.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Check the appropriate box:

USA RARE EARTH, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

100 W Airport Road

June 2, 2025

Dear USA Rare Earth, Inc. Stockholders:

You are cordially invited to attend a special meeting (the “Special Meeting”) of the stockholders of USA Rare Earth, Inc. (“USAR,” the “Company,” “we” or “our”), which will be held virtually on July 1, 2025, at 9:00 a.m. Central Time, via live audio webcast athttps://www.cstproxy.com/usare/2025.

Our board of directors has called the Special Meeting to ask our stockholders to consider, vote upon and approve:

• in accordance with Nasdaq Listing Rule 5635(d), the issuance of up to 10,714,286 shares of our common stock pursuant to a warrant (the “Common Warrant”) issued to an institutional investor (the “Purchaser”) in connection with our private placement transaction which closed on May 2, 2025 (the “Warrant Share Issuance Proposal”); and

• the adjournment of the Special Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Warrant Share Issuance Proposal (the “Adjournment Proposal”).

The accompanying Proxy Statement provides you with detailed information about the Special Meeting and the Warrant Share Issuance Proposal and Adjournment Proposal to be voted on at the Special Meeting. We encourage you to read carefully the entire Proxy Statement. Only stockholders of record at the close of business on May 23, 2025 are entitled to notice of, and to vote at, the Special Meeting and any adjournment or postponement thereof.

Holders of our outstanding shares of our common stock, par value $0.0001 per share (“Common Stock”) and our 12% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”) as of the record date, May 23, 2025, present virtually or by proxy at the Special Meeting are entitled to vote on the matters presented at the Special Meeting. Holders of our Common Stock and Series A Preferred Stock (on an as converted basis) will vote as a single class on each matter presented at the Special Meeting. The Warrant Share Issuance Proposal and the Adjournment Proposal must be approved by the majority of the votes properly cast (excluding any abstentions or broker non-votes). As of the record date, May 23, 2025, the shares of Common Stock are entitled to one vote per share and the shares of Series A Preferred Stock are entitled to approximately 1.7543 votes per share. Certain stockholders of the Company, including certain of our directors or officers, collectively representing at least a majority of the voting power of the Company’s outstanding stock, have executed and delivered stockholder support agreements pursuant to which such stockholders agreed with the Purchaser to vote all of the shares of Common Stock and Series A Preferred Stock outstanding and beneficially owned by them in favor of the Warrant Share Issuance Proposal at the Special Meeting. Our board of directors unanimously recommends that stockholders vote in favor of the Warrant Share Issuance Proposal and the Adjournment Proposal.

Your vote is very important regardless of the number of shares of Common Stock and/or Series A Preferred Stock that you own. Whether or not you expect to virtually attend the Special Meeting, please submit your proxy or voting instructions as soon as possible by internet, telephone or mail, in the manner described in the Proxy Statement, so that your shares may be represented at the Special Meeting. Returning the proxy does not deprive you of your right to attend the Special Meeting and to vote your shares virtually.

Thank you for your cooperation and continued support.

Sincerely,

/s/ Joshua Ballard

100 W Airport Road

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held on July 1, 2025

To the Stockholders of USA Rare Earth, Inc.:

NOTICE IS HEREBY GIVEN that a special meeting (the “Special Meeting”) of the stockholders of USA Rare Earth, Inc., a Delaware corporation (“USAR,” the “Company,” “we” or “our”), will be held virtually on July 1, 2025, at 9:00 a.m. Central Time, for the following purposes:

1. to approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of up to 10,714,286 shares of our common stock pursuant to a warrant (the “Common Warrant”) issued to an institutional investor (the “Purchaser”) in connection with our private placement transaction which closed on May 2, 2025 (the “Warrant Share Issuance Proposal”); and

2. to approve the adjournment of the Special Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Warrant Share Issuance Proposal (the “Adjournment Proposal”).

These matters are more fully described in the accompanying Proxy Statement.

Holders of our outstanding shares of our common stock, par value $0.0001 per share (“Common Stock”) and our 12% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”) as of the record date, May 23, 2025, present virtually or by proxy at the Special Meeting are entitled to vote on the matters presented at the Special Meeting. Holders of our Common Stock and Series A Preferred Stock (on an as converted basis) will vote as a single class on each matter presented at the Special Meeting. The Warrant Share Issuance Proposal and Adjournment Proposal must be approved by the majority of the votes properly cast (excluding any abstentions or broker non-votes). As of the record date, May 23, 2025, the shares of Common Stock are entitled to one vote per share and the shares of Series A Preferred Stock are entitled to approximately 1.7543 votes per share. Certain stockholders of the Company, including certain of our directors or officers, collectively representing at least a majority of the voting power of the Company’s outstanding stock, have executed and delivered stockholder support agreements pursuant to which such stockholders agreed with the Purchaser to vote all of the shares of Common Stock and Series A Preferred Stock, outstanding and beneficially owned by them in favor of the Warrant Share Issuance Proposal at the Special Meeting. In accordance with Nasdaq Listing Rule 5635, and the interpretive material thereunder, the Purchaser will not be entitled to vote the shares of Common Stock issued to it in the private placement transaction which closed on May 2, 2025, in which the Common Warrant was issued (the “Private Placement”) on the Warrant Share Issuance Proposal.

The Company’s Board of Directors (the “Board”) unanimously recommends that the stockholders vote “FOR” the Warrant Share Issuance Proposal and the Adjournment Proposal.

The Board has fixed the close of business on May 23, 2025 as the record date for determining stockholders entitled to notice of and to vote at the Special Meeting and any adjournment or postponement thereof.

Notice of the availability of the accompanying Proxy Statement and proxy card, or for shares held in street name (held for your account by a broker or other nominee), voting instruction form (the “proxy materials”), or the proxy materials themselves for those stockholders who have requested delivery by mail, are scheduled to be first sent to stockholders beginning on or about June 2, 2025.

All stockholders as of the record date, or their duly appointed proxies, may attend the Special Meeting. The Special Meeting will be held in a virtual format only, with no physical in-person meeting. Stockholders will have the ability to attend, vote and submit questions before and during the virtual meeting from any location by visiting https://www.cstproxy.com/usare/2025. A complete list of stockholders entitled to vote at the Special Meeting will be available in electronic form at the Special Meeting and will be accessible for ten days prior to the Special Meeting.

Your vote is very important. Whether or not you expect to virtually attend the Special Meeting, please submit your proxy or voting instructions as soon as possible by internet, telephone or mail, in the manner described in the Proxy Statement, so that your shares may be represented at the Special Meeting. Returning the proxy does not deprive you of your right to attend the Special Meeting and to vote your shares virtually. If your shares are held in street name in a bank or brokerage account, please refer to the materials provided by your bank, broker or other nominee for voting instructions.

By Order of the Board of Directors,

/s/ Joshua Ballard

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on July 1, 2025: This notice of meeting and the accompanying Proxy Statement are available athttps://www.cstproxy.com/usare/2025.