USA Rare Earth, Inc. filed its quarterly report on Form 10-Q with the U.S. Securities and Exchange Commission on August 10, 2026, covering the period ended June 30, 2026, and disclosing details on its operations, share count, and key pending transactions.

Key Highlights

  • Share count: As of August 4, 2026, there were 244,720,099 shares of Common Stock outstanding at $0.0001 par value.
  • Preferred stock outstanding: 1,224,351 shares of 12% Series A Cumulative Convertible Preferred Stock, $0.0001 par value, were also reported outstanding.
  • Magnet facility commissioned: The Stillwater, Oklahoma magnet manufacturing facility has been commissioned and has commenced commercial production, according to the filing.
  • No magnet revenue yet: The company disclosed it has not yet begun generating revenue from sintered neodymium-iron-boron (NdFeB) permanent magnets.
  • Serra Verde acquisition pending: A proposed acquisition of Serra Verde Group remains subject to closing conditions, with the filing noting risks of delay or failure.
  • CEO transition contingency: The filing states that the planned CEO transition "is contingent on the timely closing of the Serra Verde acquisition."

USA Rare Earth's Q2 2026 Disclosures: Operations, Acquisitions, and Risks

USA Rare Earth, Inc. (Nasdaq: USAR), headquartered at 100 W. Airport Road, Stillwater, OK 74075, filed its Form 10-Q for the quarterly period ended June 30, 2026. The company is classified as a non-accelerated filer, smaller reporting company, and emerging growth company, according to the filing. It reported 244,720,099 shares of Common Stock and 1,224,351 shares of 12% Series A Cumulative Convertible Preferred Stock outstanding as of August 4, 2026.

The filing discloses that the company's Stillwater Facility has been commissioned and commenced commercial production of sintered NdFeB permanent magnets, but that no revenue from those magnets has been generated yet. Additional projects referenced in the filing include a refined metals production facility in Blacksburg, South Carolina, and the Round Top Project involving a heavy rare earth element deposit and a hydrometallurgical demonstration facility in Wheat Ridge.

The filing describes several pending or recently completed transactions, including a proposed acquisition of Serra Verde Group, transactions with Carester SAS, and activities involving Texas Mineral Resources Corp. The company also completed the acquisition of Less Common Metals Ltd., referred to as the "LCM Acquisition." The filing notes that the planned CEO transition depends on the timely closing of the Serra Verde acquisition and warns that any delay or failure "could result in leadership uncertainty." All forward-looking statements in the filing are identified as the company's own and are subject to its cautionary language regarding known and unknown risks and uncertainties.

What Was Disclosed

USA Rare Earth filed a Form 10-Q for the quarter ended June 30, 2026, reporting 244,720,099 common shares outstanding, commercial production commencement at its Stillwater magnet facility without revenue yet, and pending acquisition and transaction activity including the proposed Serra Verde deal.