BlackRock, Inc. filed an amended beneficial ownership statement with the SEC on October 27, 2026, disclosing a 4.6% position in the Class A Stock of USA Rare Earth, Inc. as of September 30, 2026.

Key Highlights

  • Aggregate beneficial ownership: BlackRock reported beneficial ownership of 17,159,876 shares of USA Rare Earth Class A Stock.
  • Percent of class: The reported position represents 4.6% of the outstanding Class A Stock.
  • Sole voting power: BlackRock disclosed sole voting power over 16,753,161 shares, with zero shared voting power.
  • Sole dispositive power: The filing attributes sole dispositive power over all 17,159,876 shares to BlackRock, with no shared dispositive power.
  • Amendment: This is Amendment No. 1, reflecting an update to a previously filed statement triggered by the event date of September 30, 2026.
  • Ordinary course certification: BlackRock certified the shares were acquired and held in the ordinary course of business, not for the purpose of changing or influencing control of the issuer.

BlackRock's Disclosed Position in USA Rare Earth as of September 30, 2026

According to the filing, BlackRock, Inc., organized in Delaware and headquartered at 50 Hudson Yards, New York, NY 10001, is classified as a parent holding company (type "HC") for purposes of this disclosure. The filing states that the reported ownership reflects securities beneficially owned by certain business units of BlackRock, Inc. and its subsidiaries and affiliates, collectively described as the "Reporting Business Units," consistent with SEC Release No. 34-39538 dated January 12, 1998. The filing notes that securities beneficially owned by other business units whose ownership is disaggregated from the Reporting Business Units are not included.

USA Rare Earth, Inc., the issuer, is a company focused on rare earth materials, with its principal executive offices listed in the filing at 100 W. Airport Road, Stillwater, OK 74075. The Class A Stock carries CUSIP number 91733P107. The filing further discloses that various persons have the right to receive or direct the receipt of dividends or sale proceeds from the common stock, but confirms that no single person's interest exceeds 5% of the total outstanding common shares. The identity of the relevant BlackRock subsidiary or subsidiaries that acquired the reported securities is set out in Exhibit 99 attached to the filing. The statement was signed by Spencer Fleming, Managing Director of BlackRock, Inc., on October 27, 2026.

What Was Disclosed

BlackRock, Inc. filed Amendment No. 1 to its beneficial ownership statement reporting 17,159,876 shares, or 4.6%, of USA Rare Earth, Inc. Class A Stock (CUSIP 91733P107) as of September 30, 2026, with all dispositive and substantially all voting power held on a sole basis.