美國稀土公司（USA Rare Earth, Inc.）提交截至2026年3月31日止第一季度10-Q報告

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 

FORM 10-Q 
(Mark One)
☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to __________

Commission File Number: 001-41711

USA Rare Earth, Inc.
(Exact Name of Registrant as Specified in its Charter)

Delaware98-1720278
(State or Other Jurisdiction of Incorporation)(I.R.S. Employer Identification No.)

100 W. Airport Road, Stillwater, OK 74075
(Address of Principal Executive Offices and Zip Code)

(813) 867-6155
(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.0001USARThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes ☑  No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes ☑  No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ☐
Accelerated filer  ☐
Non-accelerated filer  ☑

Smaller reporting company  ☑
Emerging growth company  ☑

 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).   Yes ☐  No ☑
As of May 7, 2026, there were 223,035,366 shares of the registrant’s Common Stock outstanding, $0.0001 par value, and 1,224,351 shares of 12% Series A Cumulative Convertible Preferred Stock, $0.0001 par value.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q are forward-looking statements, including statements regarding our future results of operations or financial condition, business strategies, and expectations for our business and industry. Forward-looking statements are not guarantees of performance. Although we believe these forward-looking statements are reasonable when made, we cannot assure you that we will achieve or realize these plans or expectations. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “foreseeable,” “intend,” “may,” “outlook,” “plan,” “potential,” “pursue,” “should,” “subject to,” “will” or “would” or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:

•the proposed acquisition of Serra Verde Group (“Serra Verde”), the expected timing and completion of the SVG acquisition, the expected benefits of the acquisition including anticipated financial results and synergies, the integration of Serra Verde’s operations, projections regarding Serra Verde’s business and the combined company’s business, and the combined company’s ability to achieve positive cash flow;
•consummation of the Carester SAS (“Carester”) and Texas Mineral Resources Corp. (“TMRC”) transactions and the expected benefits from these transactions;
•development of our magnet production facility, including the timing of expected production milestones and associated costs;
•the ability to realize the benefits expected from the acquisition of Less Common Metals Ltd. (the “LCM Acquisition”);
•the ability to complete and realize the anticipated benefits of the Expected U.S. Government Transaction (as defined below);
•demand for magnets from our production facility once it is operational;
•the opportunity, size and growth rates of the rare earth element (“REE”) market and market for related magnets; 
•access to and ability to process raw materials for magnet production, including through swarf processing and development of the Round Top Project, which consists of our operations and rights related to Round Top Mountain and the Round Top Mountain heavy rare earth element (“HREE”) metals deposit (“Round Top Project,” and together with the Stillwater Facility, our “Projects”);
•development and results of the Round Top Project, including timing of key milestones and associated costs;
•the ability to raise financing in the future and to comply with restrictive covenants related to long-term indebtedness;
•the future financial performance of USA Rare Earth, Inc.;
•the ability to retain or recruit key personnel;
•the ability to comply with laws and regulations applicable to its business; and
•expansion plans and opportunities.

These forward-looking statements are based on information available as of the date of this Quarterly Report and our management team’s current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside our control. Accordingly, forward-looking statements should not be relied upon as representing our management team’s views as of any subsequent date. We do not undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of our assumptions prove incorrect, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to materially differ include, but are not limited to the risks below, which also serve as a summary of the principal risks of an investment in our securities:

•The proposed transactions with Serra Verde, Carester and TMRC may not be consummated on their anticipated timelines or at all, and failure to complete the transactions could adversely affect our business, financial condition, and results of operations.
•We may not realize the anticipated benefits of our proposed and prior acquisitions and transactions, including transactions with Serra Verde, Carester and TMRC, including expected synergies, financial performance, estimated earnings before interest, taxes, depreciation and amortization (“EBITDA”) and, in the case of Serra Verde, integration of operations, on the anticipated timeline or at all.
•Our magnet manufacturing facility in Stillwater, Oklahoma (“Stillwater Facility”) has recently been commissioned; however, we have not commenced commercial production and selling sintered neodymium-iron-boron (“NdFeB”) permanent magnets (also referred to as neo magnets), and we have no history in commercial magnet-making operations and the lack of commercial operations limits the accuracy of any forward-looking forecasts, prospects or business outlook or plans.
•The Round Top Project is at the exploration stage and we have not commenced construction or commission of the mine nor related facilities, and the development of the Round Top Project into a producing mine is subject to a variety of risks, any number of which may cause the development of the Round Top Project into a producing mine to not occur, be delayed, or not result in the commercial extraction of minerals.
•We may experience time delays, unforeseen expenses, increased capital costs, and other complications in operating our business, which could delay the start of revenue-generating activities and increased revenues, and increase development costs.
•Until our Round Top Project is capable of satisfying our feedstock needs, if ever, our business is subject to the availability of rare earth oxide and metal feedstock, in quantities and prices that allow us to develop and commercially operate our Stillwater Facility.
•The production of neo magnets and manufacturing of strip-cast and alloy are capital-intensive and require the commitment of substantial resources; if we do not have sufficient capital or other resources necessary to provide for such production and manufacturing, it could negatively impact our business.
•We will need to manufacture our products to exacting specifications in order to provide customers with a consistently high-quality product. An inability to meet customer specifications would negatively impact our business.
•We may be adversely affected by fluctuations in demand for, and prices of our products.
•Since our inception, we have generated negative operating cash flows and we may experience negative cash flow from operations in the future.
•We may not be able to generate positive cashflow from our expected future business operations, and we may not achieve profitability.
•We may not be able to convert current commercial discussions and/or memorandums of understanding with customers for the sale of our neo magnets and other products into definitive contracts, which may have a negative effect on our business.
•The success of our business will depend, in part, on the growth of existing and emerging uses for neo magnets.
•An increase in the global supply of neo magnets or dumping, predatory pricing and other tactics by our competitors or state actors may adversely affect our profitability.
•We operate in a highly competitive industry in a high demand and growth environment and additional manufacturing, refining and mining competitors could result in a reduction in revenue.
•Geopolitical developments or disruptions, such as changes in the political environment, export/import or environmental policy of the People’s Republic of China (“China”), the United States (“U.S.”) or other countries in which we operate or sell product or otherwise, may adversely affect our business.
•The amount of capital required for completion and build-out of our Projects may increase materially from our current estimates, and any inability to access the capital or financial markets may limit our ability to fund our ongoing operations, execute our business plan or pursue investments that we may rely on for future growth.
•Increasing costs, including rising electricity and other utility costs, or limited access to raw materials may adversely affect our profitability.
•Diminished access to water may adversely affect our operations.
•We are subject to certain agreements with government entities that have provided us with certain incentives and favorable financing and contain conditions and obligations, including local investment, job creation, and repayment terms, that, if not complied with, could negatively impact our business or require us to repay that financing or lose access to those incentives.
•We are dependent upon information technology systems, which are subject to cyber threats, disruption, damage and failure. Any unauthorized access to, disclosure, or theft of personal information we gather, store, or use could harm our reputation and subject us to claims or litigation. Further, a failure of our information technology and data security infrastructure could adversely affect our business and operations.
•We depend on key personnel for the success of our business. If we fail to retain our key personnel or if we fail to attract additional qualified personnel, we may not be able to achieve our desired level of growth and our business could suffer.
•Work stoppages or similar difficulties, breakdown in labor relations, or a shortage of skilled technicians and engineers could significantly disrupt our operations and reduce our revenues.
•Our success depends on developing and maintaining relationships with local communities and stakeholders. 
•We are or may be subject to risks associated with acquisitions, strategic transactions and expansions.
•We may fail to realize all of the anticipated benefits of the Less Common Metals acquisition, including the anticipated acceleration of our mine-to-magnet strategy, on the anticipated timeline, or at all.
•If we infringe, or are accused of infringing, the intellectual property rights of third parties, it may increase our costs or prevent us from being able to commercialize new products.
•We may not be able to adequately protect our intellectual property rights. If we fail to adequately enforce or defend our intellectual property rights, our business may be harmed.
•Our operations at our Projects are subject, or may become subject, to environmental, health and safety regulations, which could impose additional costs and compliance requirements or could limit or prevent our ability to continue our current operations or to undertake new operations, and we may face claims and liability for breaches, or alleged breaches, of such regulations and other applicable laws.
•We will be required to obtain and maintain governmental permits and approvals to develop and operate the Projects, a process which is often costly and time-consuming. Failure to obtain or retain any necessary permits or approvals for our planned operations may negatively impact our business.
•Tariffs by the U.S., counter-tariffs by other countries and future changes in tariff policies could adversely affect our results of operations.
•We are exposed to possible litigation risks, including permit disputes (including in respect of access and/or validity of tenure), environmental claims, occupational health and safety claims and employee claims. 
•We are subject to the risks of war, terrorism, natural disasters or public health emergencies.
•If we take federal monies, we could become subject to federal regulations. This could delay timing and increase costs.
•The Expected U.S. Government Transaction (as defined below) is currently contemplated pursuant to a non-binding letter of intent and remains subject to the negotiation and execution of definitive documentation, satisfaction of conditions precedent, and final government approvals, and there can be no assurance that such documentation will be executed or that the collaboration will be consummated on the anticipated terms or at all.
•The Expected U.S. Government Transaction is expected to be funded in phases over time and is subject to our achieving milestones, and there can be no assurance that such milestones will be achieved on the expected timeline or at all.
•The issuance of additional shares of our common stock or equity-linked securities, as a result of currently contemplated transactions or potential future transactions, could result in significant dilution to our existing stockholders and adversely affect the market price of our common stock.
•The other factors described in “Part II, Item 1A” in this Quarterly Report.

Additional risks and detailed information regarding factors that may cause actual results to differ materially has been and will be included in our filings with the SEC, including our most recently filed Annual Report on Form 10-K and subsequent filings.

USA Rare Earth, Inc. | Q1'2026 Quarterly Report (Form 10-Q)

USA RARE EARTH, INC.
Table of Contents

Page No.

PART I

FINANCIAL INFORMATION

Item 1
Financial Statements (Unaudited)
1

Condensed Consolidated Balance Sheets — March 31, 2026 and December 31, 2025
1

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income — Three Months Ended March 31, 2026 and 2025
2

Condensed Consolidated Statements of Mezzanine Equity — Three Months Ended March 31, 2026 and 2025
3

Condensed Consolidated Statements of Stockholders’ Equity (Deficit) — Three Months Ended March 31, 2026 and 2025
4

Condensed Consolidated Statements of Cash Flows — Three Months Ended March 31, 2026 and 2025
5

Notes to Condensed Consolidated Financial Statements
6

Item 2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
24

Item 3
Quantitative and Qualitative Disclosures About Market Risk
34

Item 4
Controls and Procedures
34

PART II

OTHER INFORMATION

Item 1
Legal Proceedings
35

Item 1A
Risk Factors
35

Item 2
Unregistered Sales of Equity Securities and Use of Proceeds
35

Item 3
Defaults Upon Senior Securities
35

Item 4
Mine Safety Disclosures
35

Item 5
Other Information
35

Item 6
Exhibits
36

Signatures
37

USA Rare Earth, Inc. | Q1'2026 Quarterly Report (Form 10-Q)

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

USA Rare Earth, Inc.
 Condensed Consolidated Balance Sheets

March 31,
2026
December 31,
2025

(In thousands)

ASSETS 
Current assets 
Cash and cash equivalents$1,749,644 $359,925 
Accounts receivable5,691 3,764 
Inventories28,430 18,535 

Prepaid expenses and other current assets6,621 3,151 

Total current assets1,790,386 385,375 

Property, plant and equipment, net118,967 86,449 
Mineral interests17,339 17,339 
Goodwill134,848 134,848 
Other intangible assets, net67,255 68,612 
Equipment deposits5,364 1,879 
Operating lease right-of-use assets473 321 
Other non-current assets207 176 

Total assets$2,134,839 $694,999 

LIABILITIES, MEZZANINE AND STOCKHOLDERS' EQUITY
Liabilities
Current liabilities
Accounts payable$17,084 $11,069 
Accrued liabilities21,360 14,073 
Contract liabilities10,377 10,500 

Note payable— 1,849 
Finance leases, current286 283 
Operating leases, current232 137 

Total current liabilities49,339 37,911 

Deferred grant income8,414 8,200 
Finance leases, non-current519 592 
Operating leases, non-current244 185 

Earnout liability145,080 108,671 
Warrant liability26,491 19,534 

Deferred tax liability16,179 16,715 

Total liabilities246,266 191,808 

Commitments and contingencies (Note 5)

Mezzanine equity

12% Series A Cumulative Convertible Preferred Stock subject to possible redemption
9,614 8,905 

Total mezzanine equity9,614 8,905 

Stockholders' equity

Common stock22 15 

Accumulated other comprehensive (loss) income(200)130 
Additional paid-in capital2,332,912 879,848 
Accumulated deficit(454,349)(387,360)
Non-controlling interest574 1,653 

Total stockholders' equity1,878,959 494,286 

Total liabilities, mezzanine equity, and stockholders' equity$2,134,839 $694,999 

See Accompanying Notes to Condensed Consolidated Financial Statements

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USA Rare Earth, Inc.
 Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income

Three Months Ended March 31,
2026
2025

(In thousands, except per share)

Revenue$5,698 $— 
Cost of revenue5,592 — 
Gross profit106 — 

Operating expenses:

Selling, general and administrative21,175 7,029 
Research and development14,249 1,689 
Amortization of intangible assets1,357 — 

Total operating expenses36,781 8,718 

Loss from operations(36,675)(8,718)

Other (expense) income, net:
Interest and dividend income11,970 187 
Grant income206 — 
(Loss) gain on fair market value of financial instruments, net(43,553)60,300 

Interest expense and other loss, net(593)(87)

Total other (expense) income, net(31,970)60,400 

(Loss) income before income taxes(68,645)51,682 

Benefit from income taxes(577)— 
Net (loss) income(68,068)51,682 

Net loss attributable to non-controlling interest(1,079)(150)
Net (loss) income attributable to USA Rare Earth, Inc.$(66,989)$51,832 

​
Other comprehensive (loss) income, net of tax
Foreign currency translation adjustments(330)— 

Comprehensive (loss) income attributable to USA Rare Earth, Inc.$(67,319)$51,832 

Net (loss) income per share attributable to USA Rare Earth, Inc.: 
Basic$(0.34)$0.75 
Diluted(0.34)0.58 

Number of shares used in per share calculations: 
Basic196,479 64,463 
Diluted196,479 83,079 

See Accompanying Notes to Condensed Consolidated Financial Statements

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USA Rare Earth, Inc.
 Condensed Consolidated Statements of Mezzanine Equity

Three Months Ended March 31, 
20262025
SharesAmountSharesAmount
(In thousands)
12% Series A Cumulative Convertible Preferred Stock

Beginning balance
1,224 $8,905 2,739 $21,173 
USARE LLC Convertible Preferred unit dividends
— — 84 1,082 
Issuance of preferred stock, net of issuance costs— — 2,279 11,745 
Shares issued in reverse recapitalization— — 131 1,527 
Deferred offering costs— — — (3,237)
Deemed dividend and accretion to redemption value
— 709 — 107 

Ending balance1,224 $9,614 5,233 $32,397 

Subscription Receivable
Beginning balance 
$— $(1,250)

Shares issued in reverse recapitalization— 1,250 

Ending balance$— $— 

Total Mezzanine Equity
Beginning balance 
1,224 $8,905 2,739 $19,923 
Ending balance1,224 9,614 5,233 32,397 

See Accompanying Notes to Condensed Consolidated Financial Statements

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USA Rare Earth, Inc.
 Condensed Consolidated Statements of Stockholders' Equity

Three Months Ended March 31, 
20262025

SharesAmountSharesAmount
(In thousands)

Common Stock
Beginning balance 
148,055 $15 60,091 $6 
USARE LLC Convertible Preferred unit dividends— — 182 — 

Shares issued in reverse merger recapitalization— — 21,679 2 

Investor warrants exercised10 — — — 

PIPE financing
69,767 7 — — 

Other issuances
144 — — — 

Ending balance217,976 $22 81,952 $8 

Additional Paid-In Capital
Beginning balance
$879,848 $104,244 
Equity-based compensation4,939 241 
Deemed dividend - preferred accretion to redemption value(709)(107)

Warrant exercises
255 — 
PIPE financing1,499,993 — 
PIPE financing costs(51,003)— 

Earnout liability— (99,639)

Forward purchase agreement— (219)

Transaction bonus— 841 
Extinguishment of note payable— 1,506 

Reverse recapitalization— (6,843)

Other(411)— 

Ending balance$2,332,912 $24 

Accumulated Other Comprehensive Loss
Beginning balance$130 $— 
Translation adjustment(330)— 

Ending balance$(200)$— 

Subscription Receivable
Beginning balance 
$— $— 
Forward purchase agreements prepayment— (20,389)
Early termination of forward purchase agreements— 3,271 
Accretion of forward purchase agreements— (69)

Ending balance$— $(17,187)

Accumulated Deficit
Beginning balance
$(387,360)$(72,872)
Shares issued in reverse merger recapitalization— (16,954)

Net (loss) income attributable to USA Rare Earth, Inc.(66,989)51,832 

Ending balance$(454,349)$(37,994)

Non-Controlling Interest
Beginning balance
$1,653 $2,643 
Net loss attributable to non-controlling interest(1,079)(150)

Ending balance$574 $2,493 

Total Stockholders’ Equity (Deficit)
Beginning balance
148,055 $494,286 60,091 $34,021 
Ending balance217,976 1,878,959 81,952 (52,656)

See Accompanying Notes to Condensed Consolidated Financial Statements

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USA Rare Earth, Inc.
 Condensed Consolidated Statements of Cash Flows

Three Months Ended March 31,

2026
2025

(In thousands)
Cash flows from operating activities:
Net (loss) income$(68,068)$51,682 
Adjustments to reconcile net (loss) income to cash used in operating activities
Equity-based compensation expense4,939 1,282 

Depreciation629 27 
Amortization of other intangible assets1,357 — 

Amortization of right of use assets
118 38 

Loss (gain) on fair market value of financial instruments43,553 (60,300)

Other non-cash adjustments56 84 

Changes in operating assets and liabilities:
Accounts receivable(1,927)— 

Inventories(4,720)— 

Prepaid and other assets(2,984)(1,350)
Accounts payable5,273 (1,609)

Accrued and other liabilities3,818 (152)

Deferred tax liability(536)— 

Contract liabilities(123)— 
Lease liability(55)(31)

Deferred grants214 — 

Net cash used in operating activities(18,456)(10,329)

Cash flows from investing activities:

Capital expenditures and equipment deposits(38,641)(3,050)

Net cash used in investing activities(38,641)(3,050)

Cash flows from financing activities:

Proceeds from issuance of USARE LLC Preferred units— 23,250 

Payment of issuance cost for USARE LLC Preferred units— (400)

IPXX contribution of capital through merger— 22,867 
Prepayment of Forward Purchase Agreements— (20,789)
Proceeds from termination of Forward Purchase Agreements— 3,322 
Payment of securities issuance costs(51,003)(8,281)

Proceeds from issuance of common stock under PIPE financing1,500,000 — 

Proceeds from exercise of warrants
68 — 
Repayment of revolving credit facility(1,849)— 
Financed leases(70)— 

Net cash provided by financing activities1,447,146 19,969 

Effect of exchange rate differences on cash and cash equivalents(330)— 

Net change in cash and cash equivalents1,389,719 6,590 

Cash and cash equivalents, beginning of year359,925 16,761 
Cash and cash equivalents, end of period$1,749,644 $23,351 

Supplemental disclosure of cash flow information:
Cash paid for interest$35 $— 

Purchases of property and equipment in accounts payable and other accrued liabilities7,965 — 

USARE LLC Convertible Preferred unit dividends— 3,042 

Finance right of use assets obtained in exchange for finance lease liabilities— 1,233 
Non-cash lease liabilities arising from obtaining right of use assets209 427 

See Accompanying Notes to Condensed Consolidated Financial Statements

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Table of Contents
USA Rare Earth, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1. Organization

USA Rare Earth, Inc. (collectively with its subsidiaries, the “Company,” “USARE,” “we,” “us,” or “our”) is building a leading global rare earth value chain, from mine to magnet and beyond. The Company intends to secure, reshore, and grow the materials intelligence and production technologies required to stand up a resilient rare earth industry. This advanced industrial operating system should strengthen supply-chain security for the national defense, manufacturing and technology of the United States (“U.S.”) and its allies. The Company’s plan is to build an integrated platform to encompass the entire rare earth value chain: extraction and separation of rare earth oxides; conversion of oxides into metals, alloys and strip-cast; and production of sintered neodymium-iron-boron (“NdFeB”) permanent magnets, which the Company refers to as neo magnets. This capability should address the supply-chain vulnerabilities created by China’s current dominance of rare earth processing, and metal and magnet manufacturing.

During the year ended December 31, 2025, the Company completed two significant transactions: a business combination and an acquisition.

On March 13, 2025, the Company consummated a business combination with USA Rare Earth, LLC pursuant to a Business Combination Agreement with Inflection Point Acquisition Corp. II, as a result of which the Company became a publicly traded corporation listed on Nasdaq under the symbol “USAR.” The transaction was accounted for as a reverse recapitalization, with USA Rare Earth, LLC treated as the accounting acquirer. The historical financial statements of USA Rare Earth, LLC became the historical financial statements of the Company upon consummation of the merger. As a result, the financial statements in this quarterly report reflect (i) the historical operating results of USA Rare Earth, LLC prior to the merger; (ii) the combined results of Inflection Point Acquisition Corp. II and USA Rare Earth, LLC following the close of the merger; (iii) the assets and liabilities of USA Rare Earth, LLC at their historical cost; and (iv) USA Rare Earth, LLC’s equity structure for all periods presented, as affected by the recapitalization presentation after completion of the merger.

On November 18, 2025, the Company acquired Indian Ocean Rare Metals Pte. Ltd., the parent of Less Common Metals Ltd. (“Less Common Metals”), a rare earth metal and alloy manufacturer based in Cheshire, United Kingdom. The acquisition was accounted for as a business combination and the results of Less Common Metals have been included in the Company’s consolidated financial statements beginning on the acquisition date.

For a complete description of both transactions, including the purchase price allocation, assets acquired, liabilities assumed, and related accounting policies, refer to Note 2, “Merger Transaction and Acquisition,” of the Notes to Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”) filed with the SEC on March 30, 2026.

Basis of Presentation

The accompanying Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations.

The December 31, 2025 Condensed Consolidated Balance Sheet was derived from audited financial statements and does not include all disclosures, including notes, required by GAAP; however, the Company believes the disclosures included are adequate to make the information presented not misleading. The March 31, 2026 unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the notes thereto in the 2025 Annual Report.

The unaudited Condensed Consolidated Financial Statements include all adjustments (consisting of normal recurring adjustments) which, in the opinion of management, are necessary for a fair presentation of the Company’s financial condition, results of operations and cash flows for the periods presented.

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USA Rare Earth, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)

The results of operations for the interim periods are not necessarily indicative of the operating results for the full fiscal year or any future periods. References to a year refer to the Company’s fiscal years ended on December 31 of the specified year.

Principles of Consolidation

The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries, as well as variable interest entities (“VIEs”) for which the Company is the primary beneficiary. All intercompany transactions and balances have been eliminated.

Use of Estimates

The preparation of Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates, assumptions, and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the financial statement date and the reported amounts of expenses during the reporting period. Significant estimates include goodwill and other intangible assets arising from business combinations, asset and liability valuations, including earnout and warrant liabilities, deferred taxes and related valuation allowances, and other fair value measurements. These estimates involve inherent uncertainties and the exercise of judgment; therefore, actual results could differ materially from those estimates if assumptions or underlying circumstances change.

Significant Accounting Policies

For a detailed description of the Company’s Significant Accounting Policies, please refer to the Company’s 2025 Annual Report.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement – Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses. This ASU requires additional disclosures that disaggregate income statement expense line items, including (i) the amounts of purchased inventory, employee compensation, depreciation, amortization, and other related costs and expenses; (ii) a qualitative description of costs and expenses not disaggregated quantitatively; and (iii) the definition and total amount of selling expenses. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The ASU should be applied prospectively; however, retrospective application is permitted for all prior periods presented. The Company is currently evaluating the impact of adopting this ASU on its financial reporting disclosures.

In January 2025, the FASB issued ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This ASU amends the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting this ASU on its financial reporting disclosures.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. This ASU applies to business entities that receive government grants and addresses the accounting for cash and non-monetary grants, including forgivable loans, while excluding tax abatements, income tax credits, and exchange transactions. The ASU requires recognition of government grants when there is reasonable assurance that the entity will comply with the conditions attached to the grants and the grants will be received. The amendments permit income‑related grants to be presented as either other income or a reduction of related expenses, and asset‑related grants to be recorded as deferred income or as a reduction of the asset’s cost basis. This ASU is effective for fiscal years beginning after December 15, 2028, and interim periods within those fiscal years, with early adoption permitted. The ASU may be applied using a modified prospective, modified retrospective, or full retrospective approach. The Company is currently evaluating the impact of adopting this ASU on its financial reporting disclosures.

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USA Rare Earth, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which improves and clarifies interim reporting requirements under U.S. GAAP. The ASU compiles required interim disclosures, including disclosure of material changes since the last annual reporting period, to improve consistency and navigability. This ASU is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted. The ASU should be applied prospectively, although retrospective application is permitted for all prior periods presented. The Company is currently evaluating the impact of adopting this ASU on its financial reporting disclosures.

Note 2. Fair Value Measurements

U.S. GAAP defines fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement da