USA Rare Earth, Inc.
For the period ended Jun 30, 2025. Filed Aug 11, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 11, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 6. Exhibits
Exhibit Index
| Exhibit Number · Exhibit Description · Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Form · File No. · Exhibit · Filing Date | |||||
| 3.1 | Certificate of Incorporation of USA Rare Earth, Inc. | 8-K | 001-41711 | 3.2 | 3/19/2025 |
| 3.2 | USA Rare Earth, Inc. Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock. | 8-K | 001-41711 | 3.4 | 3/19/2025 |
| 3.3 | Certificate of Amendment, dated May 1, 2025, to USA Rare Earth, Inc. Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock. | 8-K | 001-41711 | 3.2 | 5/5/2025 |
| 4.1 | Form of Warrant issued to each Series A Investor. | 8-K | 001-41711 | 4.4 | 3/19/2025 |
| 4.2 | Form of Warrant issued to PIPE Investors. | 10-Q | 001-41711 | 4.2 | 5/15/2025 |
| 4.3 | Form of Waiver to Warrants issued to Series A Investors and PIPE Investors. | 8-K | 001-41711 | 4.5 | 5/5/2025 |
| 4.4 | Common Stock Purchase Warrant, dated May 2, 2025 | 8-K | 001-41711 | 4.1 | 5/5/2025 |
| 4.5 | Pre-Funded Common Stock Purchase Warrant, dated May 2, 2025 | 8-K | 001-41711 | 4.2 | 5/5/2025 |
| 10.1 | Amended and Restated Securities Purchase Agreement, dated as of April 29, 2025, by and between USA Rare Earth, Inc. and the investor named therein. | 8-K | 001-41711 | 10.1 | 5/5/2025 |
| 10.2 | Registration Rights Agreement, dated as of May 2, 2025, by and between USA Rare Earth, Inc. and the investor named therein. | 8-K | 001-41711 | 10.5 | 5/5/2025 |
| 10.3* | Severance and Change of Control Protection Plan | ||||
| 10.4* | Form of RSU Agreement for Officers and Employees | ||||
| 10.5* | Form of RSU Agreement for Certain Officers and Employees | ||||
| 10.6* | Form of RSU Agreement for Directors | ||||
| 31.1* | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.2* | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.1** | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 101 | Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part I, “Financial Information” of this Quarterly Report on Form 10-Q. | ||||
| 104 | Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set. | ||||
*Filed herewith.
**The certification furnished in Exhibit 32.1 is not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
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