USA Rare Earth, Inc.

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

(Amendment No. )

Check the appropriate box:

(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 all boxes that apply):

100 W. AIRPORT RD.

STILLWATER, OKLAHOMA 74075

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held June 3, 2026

To Our Stockholders:

On behalf of the Board of Directors, I cordially invite you to attend the 2026 Annual Meeting of Stockholders of USA Rare Earth, Inc. (the “Annual Meeting”) to be held on Wednesday, June 3, 2026 at 10 a.m. Eastern Time. The purpose of the Annual Meeting is to:

1. elect the six director nominees listed in the accompanying proxy statement (this “Proxy Statement”);

2. ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ended December 31, 2026; and

3. transact any other business that may properly come before the Annual Meeting and any adjournments or postponements thereof.

We know of no other matters to come before the Annual Meeting. Only holders of our outstanding shares of 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”) at the close of business on April 8, 2026 (the “Record Date”) may vote at the Annual Meeting. As of the Record Date, the holders of Common Stock are entitled to one vote per share and each holder of Series A Preferred Stock is entitled to a number of votes equal to the number of shares of Series A Preferred Stock held by such holder as of the Record Date multiplied by 1.9437 and rounded up to the nearest whole share. The holders of our Series A Preferred Stock will vote with the holders of our Common Stock on an as-converted basis, voting together as a single class, on the matters set forth above.

Notice of the availability of our Annual Report on Form 10-K, the accompanying Proxy Statement and a proxy card (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 April 23, 2026.

All stockholders as of the Record Date, or their duly appointed proxies, may attend the Annual Meeting. The Annual Meeting will be held in a virtual format only, conducted via live audio webcast, 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/2026. A complete list of stockholders entitled to vote at the Annual Meeting will be available in electronic form at the Annual Meeting and will be accessible for ten days prior to the Annual Meeting.

Your vote is important to us. Whether or not you expect to virtually attend the Annual 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 Annual Meeting. Returning the proxy card (or, for shares held in street name for your account by a broker, bank or other nominee, a voting instruction form) does not deprive you of your right to attend the Annual 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 and voting instruction form provided by your bank, broker or other nominee for voting instructions.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting

To Be Held on June 3, 2026:

The Proxy Statement and the 2026 Annual Report to Stockholders, which includes the Annual Report on Form 10-K for the year ended December 31, 2025, are being made available on or about April 23, 2026 at https://www.cstproxy.com/usare/2026.

By order of the Board of Directors,

Barbara Humpton Chief Executive Officer

April 23, 2026