USA Rare Earth Inc 2026年季度报告

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 June30, 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) 98-1720278 Delaware (I.R.S. Employer Identification No.) (State or Other Jurisdiction of Incorporation) (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 class Common Stock, par value $0.0001 Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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 pursuantto Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrantwas 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 reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐ 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 forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule12b-2).Yes☐No☑ As of August4, 2026, there were 244,720,099shares of the registrant’s Common Stock outstanding, $0.0001 par value, and1,224,351shares of 12%SeriesA Cumulative Convertible Preferred Stock, $0.0001 par value. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ThisQuarterly Report on Form 10-Q contains forward-looking statements about us and our industry that involvesubstantial risks and uncertainties. All statements other than statements of historical facts contained in this QuarterlyReport on Form 10-Q are forward-looking statements, including statements regarding our future results of operations orfinancial condition, business strategies, and expectations for our business and industry. Forward-looking statements arenot guarantees of performance. Although we believe these forward-looking statements are reasonable when made, wecannot assure you that we will achieve or realize these plans or expectations. In some cases, you can identify forward-lookingstatements because they contain words such as“anticipate,”“believe,”“contemplate,”“continue,”“could,”“estimate,” “expect,” “forecast, ”“foreseeable,” “intend,” “likely,” “may,” “outlook,” “plan,” “potential,” “pursue,” “should,”“subject to,” “target,” “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” or “SVG”), the expected timing andcompletion of the SVG acquisition, the expected benefits of the acquisition including anticipated financialresults and synergies, the integration of Serra Verde’s operations, projections regarding Serra Verde’sbusiness and the combined company’s business, and the combined company’s ability to achieve positivecash flow;•expected benefits from our transactions with Carester SAS (“Carester”) and Texas Mineral ResourcesCorp. (“TMRC”);•development of our magnet production facility at Stillwater and our refined metals production facility atBlacksburg,South Carolina(the“Blacksburg Facility”),including the timing of expected productionmilestones and associated costs;•the ability to realize the benefits expected from the acquisition of Less Common Metals Ltd. (the “LCMAcquisition”);•the ability to satisfy the funding conditions of and to realize the anticipated benefits of the anticipatedfunding from the U.S. Department of Commerce;•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 relatedmagnets;•access to and ability to process raw materials for magnet production, including through swarf processingand development of the Round