USA Rare Earth, Inc. 8-K

What Happened
USA Rare Earth, Inc. announced a securities purchase agreement for a private placement of 69,767,442 shares of common stock at $21.50 per share for aggregate gross proceeds of approximately $1.5 billion. The Company intends to close the financing on January 28, 2026 (subject to customary closing conditions) and to use net proceeds for general corporate purposes. The purchasers are accredited investors and the shares will be issued in an exempt private placement; the Company agreed to file a registration statement to enable resale of the shares.

In the same filing the Company disclosed a non‑binding letter of intent for an Expected U.S. Government Transaction totaling about $1.6 billion (including $277 million in direct CHIPS Act funding and ~$1.3 billion in senior secured debt priced at Treasury +150 bps, 15‑year term). As a condition to definitive documentation for that government transaction, USA Rare Earth must raise at least $500 million from non‑federal sources — a condition the Company says will be satisfied by the private placement. The Company also issued a press release with preliminary fiscal 2025 results and furnished an investor presentation and supplemental materials.

Key Details

• Private Placement: 69,767,442 shares at $21.50/share; ~ $1.5 billion gross proceeds; intended close Jan 28, 2026.
• Registration Rights: Company to file a registration statement within 30 days after closing (subject to exceptions) to register resale of the placement shares.
• Expected U.S. Government Transaction: approximately $1.6 billion total ( ~$277M direct CHIPS Act awards + ~$1.3B senior secured debt at Treasury +150 bps for 15 years); closing conditioned on raising ≥ $500M non‑federal (satisfied by this placement).
• Security amendments: Warrant amendments and a Certificate of Amendment to the Series A preferred were adopted to treat a “Government Financing” as an “Exempt Issuance,” meaning such a financing will not trigger adjustments to warrant exercise prices or Series A conversion price.

Why It Matters
This is a material capital raise that, if closed, provides substantial funding to support USA Rare Earth’s operations and is explicitly linked to enabling a larger U.S. government‑backed financing package. The regulatory and contractual amendments (to warrants and the Series A preferred) are designed to allow the Company to pursue government financing without automatic price/conversion adjustments, which affects potential dilution dynamics for holders of those instruments. Investors should note the private placement shares are initially unregistered (resale depends on the Company’s registration filing), the government transaction is currently the subject of non‑binding LOIs and definitive agreements remain conditional, and both the private placement and government financing are subject to closing conditions.