USA Rare Earth, Inc.

For the period ended Sep 30, 2025. Filed Nov 6, 2025.

About this filing

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.

Sep 30, 2025 · Filed Nov 6, 2025

USAR$7.92-9.6%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Condensed Consolidated Statements of Stockholders’

Condensed Consolidated Statements of Stockholders' (Deficit) Equity

Three Months Ended September 30, 2025 · Nine Months Ended September 30, 2025
Shares · Amount · Shares (1) · Amount (1)
(In thousands)
Common Stock
Beginning balance	96,189		$10	60,091		$6
Transaction bonus	—		—	78		—
Extinguishment of note payable	—		—	140		—
USARE LLC Convertible Preferred unit dividends	—		—	182		—
Reverse recapitalization merger	—		—	21,461		2
Conversion of 12% Series A Cumulative Convertible Preferred Stock	3,338		—	5,948		—
Exercise of warrants	5,816		—	8,867		1
PIPE financing	8,333		1	16,883		2
Other issuances	157		—	183		—
Ending balance	113,833		$11	113,833		$11
Additional Paid-In Capital
Beginning balance		$46,270			$104,244
Equity-based compensation - incentive units		3,209			3,450
Transaction bonus		—			841
Extinguishment of note payable		—			1,506
USARE LLC Convertible Preferred unit dividends		—			(1,082)
Issuance of preferred stock and warrants, net of issuance costs		—			5,367
Deferred offering costs		—			(4,234)
Deemed dividend - preferred accretion to redemption value		(11,397)			(23,073)
Reverse recapitalization merger		—			27,718
Earnout liability		—			(99,639)
Conversion of Series A warrants into liability-classified warrants		—			(34,612)
Warrant exercises		93,161			131,630
Conversions of 12% Series A Cumulative Convertible Preferred Stock		23,367			42,091
Forward purchase agreements prepayment		—			(351)
Early termination of forward purchase agreements		—			399
Accretion of forward purchase agreements		—			2
PIPE financing		119,904			119,904
Common stock issuance		2,101			2,454
Ending balance		$276,615			$276,615
Subscription Receivable
Beginning balance		$—			$—
Forward purchase agreements prepayment		—			(20,389)
Early termination of forward purchase agreements		—			20,391
Accretion of forward purchase agreements		—			(2)
Ending balance		$—			$—
Accumulated Deficit
Beginning balance		$(180,500)			$(72,872)
Reverse recapitalization merger		—			(16,954)
Net loss attributable to USA Rare Earth, Inc.		(156,680)			(247,354)
Ending balance		$(337,180)			$(337,180)
Non-Controlling Interest
Beginning balance		$2,286			$2,643
Net loss attributable to non-controlling interest		(314)			(671)
Ending balance		$1,972			$1,972
Total Stockholders’ (Deficit) Equity
Beginning balance (1)		$(131,934)			$34,021
Ending balance		(58,582)			(58,582)

(1)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.

Condensed Consolidated Statements of Stockholders' (Deficit) Equity

(cont’d)

Three Months Ended September 30, 2024 · Nine Months Ended September 30, 2024
Units (1) · Amount · Units (1) · Amount
(In thousands)
Common Stock
Beginning balance (as previously reported)				—		$—
Retroactive application of recapitalization				59,213		6
Beginning balance (as adjusted)	59,640		$6		59,213		6
USARE LLC Convertible Preferred Stock Class C and C-1 dividends	224		—		651		—
Ending balance	59,864		$6		59,864		$6
Common Units Class A
Beginning balance (as previously reported)				206,520		$3,704
Retroactive application of recapitalization				(206,520)		(3,704)
Beginning balance (as adjusted) and ending balance				—		$—
Common Units Class B
Beginning balance (as previously reported)				20,779		$3,189
Retroactive application of recapitalization				(20,779)		(3,189)
Beginning balance (as adjusted) and ending balance				—		$—
Convertible Preferred Units Class C
Beginning balance (as previously reported)				54,592		$73,079
Retroactive application of recapitalization				(54,592)		(73,079)
Beginning balance (as adjusted) and ending balance				—		$—
Beginning balance (as previously reported)				7,861		$13,404
Retroactive application of recapitalization				(7,861)		(13,404)
Beginning balance (as adjusted) and ending balance				—		$—
Additional Paid-In Capital
Beginning balance (as previously reported)					$—
Retroactive application of recapitalization					93,370
Beginning balance (as adjusted)		$96,991				93,370
Equity-based compensation		158				192
Issuance of warrants		6,283				6,897
Convertible Preferred dividends		(446)				2,527
Ending balance		$102,986				$102,986
Accumulated deficit
Beginning balance (as previously reported)					$(54,223)
Retroactive application of recapitalization					—
Beginning balance (as adjusted)		$(64,243)				(54,223)
USARE LLC Convertible Preferred dividends		28				(2,945)
Dilution of non-controlling interest		9				31
Net loss		(1,869)				(8,938)
Ending balance		$(66,075)				$(66,075)
Non-controlling interest
Beginning balance (as previously reported)					$3,331
Retroactive application of recapitalization					—
Beginning balance (as adjusted)		$2,887				3,331
Dilution of non-controlling interest		(9)				(31)
Net loss		(139)				(561)
Ending balance		$2,739				$2,739
Total stockholders’ equity
Beginning balance (as adjusted)		$35,641				$42,484
Ending balance		39,656				39,656

(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.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.