Executive Commentary
“The first quarter of 2026 was a period of fundamental transformation for
First Quarter Highlights
Financial Highlights
- The Company’s cash balance as of
March 31, 2026 was approximately$1 .75 billion - Revenues of
$5 .7 million - Net cash used in operating activities of
$18 .6 million - Capital expenditures of
$38 .6 million
Business Highlights
- Proposed
U.S. Government collaboration: InJanuary 2026 , the Company announced a proposed collaboration with theU.S. Government to accelerate domestic rare earth capabilities, and build what we believe should represent the largest domestic heavy rare earth, critical mineral, metal and magnet platform inthe United States by 2030. The proposed collaboration is subject to the execution of definitive documentation, anticipated to be completed inMay 2026 , would provide access to$1.6 billion in funding under the Department of Commerce’s CHIPS Program to reimburse the Company for capital expenditures incurred in executing its business plan upon the achievement of certain milestones. - Closed a
$1.5 billion common stock private capital raise inJanuary 2026 : In conjunction with theU.S. Government non-binding letter of intent (“LOI”) the Company raised$1.5 billion through a common stock PIPE, which closed inJanuary 2026 . This capital raise met one of the milestones outlined in the LOI and we believe will accelerate the build out of the Company’s mine-to-magnet value chain. - Commissioned Phase 1A at our
Stillwater magnet manufacturing facility: InMarch 2026 , the Company announced the commissioning of Phase 1a at itsStillwater magnet manufacturing facility. This should enable the Company to begin fulfilling customer orders for sintered neodymium-iron-boron (NdFeB) permanent magnets in Q2 2026. Phase 1a is expected to ramp to a run rate capacity of 600 metric tons per year (MTPA) by the end of Q4 2026. Phase 1b is expected to bring capacity at the Stillwater Facility to a total of 1,200 MTPA in Q1 2027. - Expanded magnet pipeline across a diverse customer base: Our magnet business continues to mature with discussions across a diverse global customer base in the defense, industrial, mobility, healthcare, and energy sectors. This commercial momentum is further evidenced by a series of successful onsite vendor qualification visits from leaders in the semiconductor, industrial motor, heavy equipment, and aerospace sectors.
- Commenced expansion of metal & alloy capacity to meet growing demand: In response to demand from our internal magnet manufacturing capabilities and the opportunities presented to widen our third-party customer base, the Company expects to expand metal making and alloy capacity at LCM’s
Cheshire, UK location to 3,000 MTPA by the end of 2026. LCM has seen a significant increase in interest for samarium-cobalt (SmCo), NdFeB and specialty alloys, fueled by third-party magnet manufacturers largely serving the aerospace, semiconductor, mobility, and consumer electronics sectors. Additionally, the Company is seeing heightened demand for specialized light rare earth, heavy rare earth and critical mineral metals, highlighting the broad product capabilities at LCM. - Announced selection of Fluor Corporation and WSP Global Inc. to advance our accelerated mining plan: Fluor and WSP Global were selected as engineering, procurement, and construction management (EPCM) partners for the build-out and commercialization of the
Round Top deposit. The combination of Fluor and WSP brings significant expertise across deposit geology, mine design and planning, and processing design, engineering, and construction. Fluor and WSP will also lead the authoring of the Round Top Preliminary Feasibility Study (PFS) that is expected to be published by the end of Q3 2026, and the Definitive Feasibility Study (DFS) that is expected to be published in Q1 2027. - Announced plans to build a 3,750 MTPA plant through
LCM Europe to produce metal and alloy in Lacq,France , co-located with Carester SAS’s (Carester) Caremag oxide and recycling facility. Together, this platform is intended to establish a comprehensive supply chain for rare earth processing, metal and alloy production inEurope , and enhance the Company’s globally integrated rare earth value chain, from mine to magnet. - Agreed to acquire Texas Mineral Resources Corporation: In
March 2026 , the Company announced a definitive agreement to acquire Texas Mineral Resources Corp. (TMRC). The transaction will establish the Company as the sole operator and 100% economic beneficiary of theRound Top project upon closing, subject to customary conditions. This strategic transaction will streamline theRound Top project ownership structure and is expected to streamline the Company’s operations as it implements its accelerated mining plan. - Signed mutual sales and distribution agreement with
Arnold Magnetic Technologies Corp. , a subsidiary of Compass Diversified. Under this non-exclusive partnership, the Company will offer Arnold’s finished permanent magnets produced from SmCo and NdFeB, and Arnold will offer the Company’s processed and refined NdFeB feedstock and finished magnets. The agreement strengthens the domestic supply chain for mission-critical applications by expanding availability ofU.S. -manufactured rare earth magnets. - Expanded the corporate leadership team: In
March 2026 , the Company appointedValerie Ford Jacob as Chief Legal Officer,Gregory Bowman as Chief Global Policy Officer and Head of External Relations, andJ.B. Lowe as Vice President, Head of Investor Relations. These executives are expected to deepen engagement with policymakers, investors, and other stakeholders. - Added expertise to the Board: In
March 2026 , the Company announced the addition of GlobalFoundries Executive Chairman to its Board of Directors. Dr.Thomas Caulfield brings decades of experience across leadership and global operations at leading technology companies, and has relevant expertise in scaling complex, industrial platforms and strategic capacity at the intersection of technology, manufacturing and national priorities.
Recent Developments
Subsequent to quarter-end, the Company announced the following achievements and milestones:
- Announced investment in Carester and strategic partnership in
France : InApril 2026 , the Company along with InfraVia, the leading independent European private investment platform specialized in real assets and technology investments, announced it had entered into an investment term sheet aiming at each of them holding approximately 12.5% equity interests in Carester, subject to the execution of a definitive documentation and closing conditions. We believe the platform will unite the technological expertise, process innovation, and production capacity ofUSA Rare Earth ,Less Common Metals (LCM), and Carester to accelerate development and strengthen capabilities across the rare earth value chain. - Completed first commercial Yttrium metal production: In
April 2026 , the Company announced the first commercial pour of 2N–2N5 (99%–99.5% purity) yttrium metal through its wholly-owned subsidiary, LCM, at its facility inCheshire, United Kingdom . This milestone places the Company among a limited number of producers of commercial-grade yttrium metal operating outside ofChina . Yttrium is a key material in thermal barrier coatings used on turbine blades and other high-temperature aerospace components, where it enhances oxidation resistance and improves adhesion, helping extend component life under intense thermal and mechanical stress. Yttrium is also used in electronics, energy systems, lasers, superconductors, and advanced ceramics, where its chemical stability and high-temperature performance are essential. - Expanded the corporate leadership team with additional expertise: In
April 2026 , the Company announced the appointment ofChaitan Kansal as Chief Commercial Officer.Mr. Kansal brings more than 25 years of experience across the critical minerals, specialty chemicals, and advanced materials sectors. Mr. Kansal’s deep experience across lithium, battery materials, and specialty chemicals - combined with a track record of executing go-to-market strategies at global scale - makes him the ideal leader to drive customer engagement, secure long-term offtake partnerships, and position the Company as the partner of choice for rare earth products across the Western world. - Announced definitive agreement to acquire
Serra Verde Group for~$2.8 billion , creating the global rare earth leader: InApril 2026 , the Company announced a definitive agreement to acquire 100% ofSerra Verde Group , owner of the Pela Ema rare earth mine and processing plant inGoiás, Brazil . The acquisition would secure the only large-scale producer of vital HREEs outsideAsia , de-risk upstream supply with a 15-year 100% offtake agreement including price floors, and accelerate the Company’s EBITDA and cash-flow generation. - Awarded
$14.2 million grant from theTexas Semiconductor Innovation Fund to accelerate round top heavy rare earth project. InMay 2026 , the Company announced it was awarded a$14.2 million grant from theTexas Semiconductor Innovation Fund to accelerate the development of itsRound Top Mountain heavy rare earth project inHudspeth County, Texas . The award supports a project expected to generate approximately 260 new jobs and to represent more than$1.4 billion in capital investment inWest Texas .
2026 Outlook
As it builds a global leader in rare earths, in 2026 the Company expects to:
- Sign the Definitive Funding Agreement and Definitive Funding Award with the
U.S. Government inMay 2026 : Subject to the achievement of milestones, these agreements would provide access to$1.6 billion in funding under the Department of Commerce’s CHIPS Program. This capital is expected to accelerate and derisk the Company’s growth objectives, and support a business that by 2030 we expect to represent the premier domestic heavy rare earth, critical mineral, metal and magnet platform inthe United States . - Commission the hydrometallurgical demonstration facility in
Colorado in Q2 2026: This demonstration facility is expected to run three separate continuous demonstrations, including theRound Top flowsheet, third-party MREC (mixed rare earth carbonate) separation, and swarf recycling. These three demonstrations are expected to be complete by the end of 2026, providing oxide product for qualification by potential customers. Further, this demonstration scale data should serve as the basis for commercial engineering of theRound Top project, the third party MREC separation facility, and the swarf recycling facility. - Complete the Round Top Definitive Feasibility Study (DFS) in Q4 2026: This DFS is expected to be completed in Q4 2026 and published in Q1 2027, and is expected to provide the balance of commercial engineering and design and definitive project economics.
- Reach 600 MTPA of run-rate magnet manufacturing capacity at the Stillwater Facility in Q4 2026: This manufacturing capacity build out is expected to support the Company’s growing pipeline of magnet customers across the aerospace, defense, semiconductor, industrial motor, heavy equipment, mobility, healthcare, and energy sectors.
- Reach 3,000 MTPA of run-rate metal making and alloy capacity at LCM in Q4 2026: This capacity build out is expected to support the Company’s internal metal and alloy needs for magnet manufacturing, as well as a growing pipeline of third-party rare earth and critical mineral metal and alloy demand.
Investor Day
The Company intends to host an Investor Day in Q3 2026 to provide a more comprehensive overview of its strategic vision, and an update on its operational and financial outlook. Event details will be forthcoming.
Financial Highlights
| Three Months Ended | |||||||
| 2026 | 2025 | ||||||
| (In thousands, except for per share amounts) | |||||||
| Loss from operations | $ | (36,675 | ) | $ | (8,718 | ) | |
| Net (loss) income attributable to | (66,989 | ) | 51,832 | ||||
| Net (loss) income per share attributable to | (0.34 | ) | 0.58 | ||||
| Net cash used in operating activities | (18,596 | ) | (10,329 | ) | |||
| Cash | 1,749,644 | 359,925 | |||||
Non-GAAP Financial Highlights (1)
| Three Months Ended | ||||||||
| 2026 | 2025 | |||||||
| (In thousands, except for per share amounts) | ||||||||
| Adjusted net loss attributable to | $ | (24,145 | ) | $ | (12,030 | ) | ||
| Adjusted net loss per share attributable to | (0.12 | ) | (0.14 | ) | ||||
(1) Refer to the sections “About Non-GAAP Financial Measures” and “Reconciliation of Non-GAAP Financial Measures” for definitions of our non-GAAP financial measures and reconciliations of GAAP to non-GAAP amounts, respectively.
Forward-looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include those relating to the proposed
Forward-looking statements are subject to risks and uncertainties and potentially inaccurate assumptions that could cause actual results to differ materially from our expectations, including without limitation: risks that the proposed transactions with SVG, Carester and TMRC may not be consummated on their anticipated timelines or at all; we may not realize the anticipated benefits of our proposed and prior acquisitions, including expected synergies, financial performance, estimated EBITDA and, in the case of Serra Verde, integration of operations, on the anticipated timeline or at all; the ability of our
Additional risks and detailed information regarding factors that may cause actual results to differ materially has been and will be included in the Company’s filings with the
About Non-GAAP Financial Measures
This press release includes certain non-GAAP financial measures, including adjusted net loss attributable to
- Adjusted net loss attributable to
USA Rare Earth, Inc. is defined as net (loss) income attributable toUSA Rare Earth, Inc. adjusted for declared and deemed dividends, and interest accretion, and loss (gain) on fair market value of financial instruments, net. - Adjusted net loss per share attributable to
USA Rare Earth, Inc. - Diluted is defined as adjusted net loss attributable toUSA Rare Earth, Inc. divided by weighted average diluted shares outstanding.
Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles in
The Company believes these non-GAAP measures of financial results provide useful supplemental information to management and investors regarding certain financial and business trends related to the Company’s financial condition and results of operations, and as a supplemental tool for investors to use in evaluating its ongoing operating results and trends and in comparing its financial measures with other companies that present similar non-GAAP financial measures. The Company uses these non-GAAP financial measures to analyze its operating performance and future prospects, develop internal budgets and financial goals, and to facilitate period-to-period comparisons. The Company believes these non-GAAP financial measures reflect an additional way of viewing aspects of its operations that, when viewed with its GAAP results, provide a more complete understanding of factors and trends affecting its business. Current and prospective investors should review the Company’s audited annual and unaudited interim financial statements, which are filed with the U.S. Securities and Exchange Commission, and not rely on any single financial measure to evaluate our business.
Conference Call to Discuss Financial Results
The Company will hold a conference call on
LIVE CONFERENCE CALL:
US / Canada Toll-Free: +1 (866) 652-5200
Local / International Toll: +1 (412) 317-6060
CONFERENCE CALL REPLAY:
Available approximately three hours after conclusion of the live call.
Expiration:
US Toll-Free: +1 (877) 344-7529
Canada Toll-Free: (855) 669-9658
Local / International Toll: +1 (412) 317-0088
Access code: 1281359
Investors may also access the live call and the replay over the internet on the “Events” page of the Company’s investor website located at www.usare.com or at https://event.choruscall.com/mediaframe/webcast.html?webcastid=c1UqC8rH.
Disclosure Information
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Condensed Consolidated Balance Sheets (Unaudited) | |||||
2026 | 2025 | ||||
| (In thousands) | |||||
| ASSETS | |||||
| Current assets | |||||
| Cash and cash equivalents | $ | 1,749,644 | $ | 359,925 | |
| Accounts receivable | 5,691 | 3,764 | |||
| Inventories | 28,430 | 18,535 | |||
| Prepaid expenses and other current assets | 6,621 | 3,151 | |||
| Total current assets | 1,790,386 | 385,375 | |||
| Property, plant and equipment, net | 118,967 | 86,449 | |||
| Mineral interests | 17,339 | 17,339 | |||
| 134,848 | 134,848 | ||||
| Other intangible assets, net | 67,255 | 68,612 | |||
| Equipment deposits | 5,364 | 1,879 | |||
| Operating lease right-of-use assets | 473 | 321 | |||
| Other non-current assets | 207 | 176 | |||
| Total assets | $ | 2,134,839 | $ | 694,999 | |
| LIABILITIES, MEZZANINE AND STOCKHOLDERS' EQUITY | |||||
| Liabilities | |||||
| Current liabilities | |||||
| Accounts payable | $ | 17,084 | $ | 11,069 | |
| Accrued liabilities | 21,360 | 14,073 | |||
| Contract liabilities | 10,377 | 10,500 | |||
| Note payable | — | 1,849 | |||
| Finance and operating leases, current | 518 | 420 | |||
| Total current liabilities | 49,339 | 37,911 | |||
| Deferred grant income | 8,414 | 8,200 | |||
| Finance and operating leases, non-current | 763 | 777 | |||
| Warrant and earnout liabilities | 171,571 | 128,205 | |||
| Deferred tax liability | 16,179 | 16,715 | |||
| Total liabilities | 246,266 | 191,808 | |||
| Mezzanine equity | 9,614 | 8,905 | |||
| Stockholders' equity | 1,878,959 | 494,286 | |||
| Total liabilities, mezzanine equity, and stockholders' equity | $ | 2,134,839 | $ | 694,999 | |
Condensed Consolidated Statements of Operations (Unaudited) | |||||||
| Three Months Ended | |||||||
| 2026 | 2025 | ||||||
| (In thousands, except per share amounts) | |||||||
| Revenue | $ | 5,698 | $ | — | |||
| Cost of product revenue | 5,592 | — | |||||
| Gross profit | 106 | — | |||||
| Gross margin | 1.9 | % | — | % | |||
| Operating expenses: | |||||||
| Selling, general and administrative | 21,175 | 7,029 | |||||
| Research and development | 14,249 | 1,689 | |||||
| Amortization of intangible assets | 1,357 | — | |||||
| Total operating expenses | 36,781 | 8,718 | |||||
| Loss from operations | (36,675 | ) | (8,718 | ) | |||
| 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 | (66,989 | ) | 51,832 | ||||
Condensed Consolidated Statements of Cash Flows (Unaudited) | |||||||
| Three Months Ended | |||||||
| 2026 | 2025 | ||||||
| (In thousands) | |||||||
| Cash flows from operating activities: | |||||||
| Net (loss) income | $ | (68,068 | ) | $ | 51,682 | ||
| Non-cash adjustments | 50,652 | (58,869 | ) | ||||
| Changes in assets and liabilities | (1,180 | ) | (3,142 | ) | |||
| Net cash used in operating activities | $ | (18,596 | ) | $ | (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: | |||||||
| Reverse merger costs | $ | — | $ | 28,250 | |||
| Issuance costs | (51,003 | ) | (8,281 | ) | |||
| Proceeds from issuance of common stock under PIPE financing | 1,500,000 | — | |||||
| Proceeds from exercise of warrants | 68 | — | |||||
| Finance leases | 70 | — | |||||
| Other | (1,849 | ) | — | ||||
| Net cash provided by financing activities | $ | 1,447,286 | $ | 19,969 | |||
| Effect of exchange rate differences on cash and cash equivalents | $ | (330 | ) | $ | — | ||
| Net change in cash and cash equivalents | $ | 1,389,719 | $ | 6,590 | |||
| Cash and cash equivalents, beginning of year | 359,925 | 16,761 | |||||
| Cash and cash equivalents, end of period | $ | 1,749,644 | $ | 23,351 | |||
Reconciliation of Non-GAAP Financial Measures(1)
(Unaudited)
This press release includes certain non-GAAP financial information. The following table reconciles the GAAP financial information to the non-GAAP financial information.
| Three Months Ended | |||||||
| 2026 | 2025 | ||||||
| (In thousands, except for per share amounts) | |||||||
| Net (loss) income attributable to | $ | (66,989 | ) | $ | 51,832 | ||
| Declared and deemed dividends, and interest accretion | (709 | ) | (3,562 | ) | |||
| Loss (gain) on fair market value of financial instruments, net | 43,553 | (60,300 | ) | ||||
| Adjusted net loss attributable to | $ | (24,145 | ) | $ | (12,030 | ) | |
| Adjusted net loss per share attributable to | $ | (0.12 | ) | $ | (0.14 | ) | |
(1) Amounts may not total due to rounding.
(2) Refer to the section “About Non-GAAP Financial Measures” for an explanation of our use of non-GAAP financial measures and the definitions of such measures.
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