Executive Commentary
“The second quarter of 2026 marked a period of decisive progress for
Second Quarter Highlights
Financial Highlights
- The Company’s cash balance as of
June 30, 2026 was approximately$1 .53 billion - Revenues for Q2’2026 of
$5 .8 million
Business Highlights
- Finalized Definitive Agreements with the
U.S. Department of Commerce : InJune 2026 , the Company announced the execution of definitive agreements with theU.S. Department of Commerce , unlocking access to up to$1.6 billion in funding under the Department of Commerce’s CHIPS Act program. The definitive agreements comprise up to$277 million in federal funding and up to$1.3 billion in senior secured loan capacity under the CHIPS Act, with disbursements tied to the achievement of project milestones. These agreements significantly de-risk the Company’s path to full scale production, and the Company views them as a validation of its asset base, its business model, and its growth plans. - 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. - 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 to take a stake in Carester, a leading French specialist in rare earth processing and separation technologies, subject to the execution of a definitive documentation and closing conditions. The Company believes 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. - Selected
South Carolina for new rare earth metal and magnet manufacturing operation: InJune 2026 , the Company announced the selection ofBlacksburg, South Carolina , as the site of a new magnet manufacturing and refined metals operation. The facility is targeting production capacity of 6,400 metric tons per annum (tpa) of NdFeB rare earth magnets and 5,000 tpa of strip-cast, metal and alloy. Combined with the planned expansion at the Company’sStillwater facility, the Company expects total domestic production capacity to reach 10,000 tpa of NdFeB rare earth magnets and 10,000 tpa of heavy rare earth strip-cast, metal and alloy, aligned with the Company’s business plan and government financing. The project is expected to create about 490 high-skill, high-wage jobs, with commissioning targeted to begin in 2028. - Commissioned hydrometallurgical demonstration facility, targeting heavy rare earth oxide production in Q3 2026: In
June 2026 , the Company announced the commissioning of its hydrometallurgical demonstration facility inWheat Ridge, Colorado . The facility has commenced an initial campaign to de-risk three processing flowsheets in parallel: ore fromRound Top , third-party mixed rare earth carbonate (MREC) feedstock — including material from Serra Verde’s Pela Ema mine — and rare earth magnet swarf recycling. Insights from the campaigns are expected to underpin the Round Top Definitive Feasibility Study, on track for Q4 2026 completion and Q1 2027 publication, and to guide commercial engineering of the planned on-siteRound Top processing facility and the Company’s anticipated third-party MREC processing and magnet swarf recycling facility. - 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. - 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 selected to receive a grant for up to$14.2 million from theTexas Semiconductor Innovation Fund to accelerate the development of itsRound Top Mountain heavy rare earth project inHudspeth County, Texas . The award would support a project expected to generate approximately 260 new jobs and to represent more than$1.4 billion in capital investment inWest Texas . - Selected for
U.S. Department of Energy Funding Under Critical Minerals Innovation Program : InMay 2026 , the Company announced that theU.S. Department of Energy (DOE) has selected it to receive up to$19.3 million in funding, subject to final negotiation, under DOE’s Critical Minerals Innovation, Efficiency and Alternatives program. The award will support the development of a pilot-scale rare earth element (“REE”) separations project advancing domestic processing capacity for materials essential toU.S . energy, defense and advanced manufacturing supply chains. - Expanded commitment to
France with plans for additional investment in the French rare earth ecosystem: InJune 2026 , the Company announced a planned expansion of its metal, alloy, and magnet production inFrance , building upon its planned LCM Lacq facility and Carester investment. Aligned with theU.S. Department of Commerce funding plan, the initiative projects over €175 million in investment and 300+ new jobs by 2030, supported by French government incentives such as C3IV, potential debt guarantees, and possible direct equity investment into the USAR European subsidiary.
Recent Developments
Subsequent to quarter-end, the Company announced the following achievements and milestones:
- Successfully produced first light and heavy rare earth oxide samples for qualification: In
July 2026 , the Company announced that its hydrometallurgical facility inWheat Ridge, Colorado , had successfully produced commercial-grade dysprosium (Dy) oxide and neodymium-praseodymium (NdPr) oxide samples from recycled rare earth magnet scrap, known in the industry as “swarf.” This positionsUSA Rare Earth as one of the few Western producers capable of executing this technically demanding process outsideAsia . In addition, this capability broadens the Company’s feedstock options and strengthens the circularity of its value chain, with swarf projected to support up to 30% of future magnetic rare earth oxide feedstock needs. - Announced retirement of CEO
Barbara Humpton , to be succeeded byThras Moraitis , current CEO of Serra Verde: InJuly 2026 , the Company announced thatBarbara Humpton will retire as Chief Executive Officer and Board Director onOctober 1, 2026 . The Company’s Board of Directors namedThras Moraitis , current CEO of theSerra Verde Group (“Serra Verde”) and a highly experienced operator in the rare earths industry, as Ms. Humpton’s successor.Mr. Moraitis will assume the CEO role onOctober 1, 2026 , following the anticipated completion of the Company’s combination with Serra Verde by the end of August. During the interim period,Mr. Moraitis will continue to oversee the combined company’s operations as President. - Finalized definitive agreements to acquire minority stake in Carester: In
July 2026 , the Company announced that it had entered into definitive agreements to acquire a strategic minority stake representing approximately 13.6 percent in Carester SAS, a French leader in rare earth processing and separation. InfraVia, acting through itsCritical Metals Fund , seeded by the French State as an anchor investor alongside private institutional capital, is acquiring a similar stake in Carester alongside the Company. In addition to targeting healthy returns, the Company and its subsidiaryLess Common Metals –Europe will have the ability to purchase a portion of Carester’s oxide output from its Caremag facility. The Company will have access to Carester’s engineering capabilities and related intellectual property for separation, processing, and recycling. In turn, Carester will have access to the Company’s feedstock sources, including Serra Verde and theRound Top deposit inTexas . Closed Acquisition of Texas Mineral Resources Corp. (TMRC): InAugust 2026 , the company closed the acquisition of TMRC, to which the Company acquired 100% of the outstanding shares of TMRC. Subsequent to closing, the Company will be the sole operator and 100% economic beneficiary of theRound Top project. This strategic transaction is expected to streamline the Company’s operations, governance and decision-making as it builds the global leader in rare earths and critical minerals.
2026 Outlook
As it builds a global leader in rare earths, in 2026 the Company expects to:
- 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.
- Evaluate metal making and alloy capacity at LCM to optimize for customer demand across rare earth and critical mineral metals and alloys, and geographic footprint distribution: 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.
Financial Highlights
| Three Months Ended | Six Months Ended | ||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||
| (In thousands, except for per share amounts) | |||||||||||||||||
| Loss from operations | $ | (46,314 | ) | $ | (8,804 | ) | $ | (82,989 | ) | $ | (17,522 | ) | |||||
| Net loss attributable to | (10,333 | ) | (142,506 | ) | (77,322 | ) | (90,674 | ) | |||||||||
| Net loss per share attributable to | (0.05 | ) | (1.54 | ) | (0.37 | ) | (0.99 | ) | |||||||||
| Net cash used in operating activities | (56,868 | ) | (7,909 | ) | (75,324 | ) | (18,238 | ) | |||||||||
| Cash and cash equivalents | 1,530,147 | 359,925 | |||||||||||||||
Non-GAAP Financial Highlights (1)
| Three Months Ended | Six Months Ended | ||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||
| (In thousands, except for per share amounts) | |||||||||||||||||
| Adjusted net loss attributable to | $ | (33,484 | ) | $ | (19,084 | ) | $ | (57,629 | ) | $ | (28,031 | ) | |||||
| Adjusted net loss per share attributable to | (0.15 | ) | (0.21 | ) | (0.27 | ) | (0.31 | ) | |||||||||
______________
(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 acquisition of
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 Serra Verde and Carester may not be consummated on their anticipated timeline or at all; risks that we may not realize the anticipated benefits of our proposed, current, and prior acquisitions, including transactions with Serra Verde, Carester and TMRC, including expected synergies, financial performance, estimated EBITDA and, in the case of Serra Verde, integration of operations, on the anticipated timeline or at all; ; political, economic, regulatory, tax, currency and other risks associated with Serra Verde’s operations in
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 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 (833) 890-8030
Local / International Toll: +1 (412) 564-6268
CONFERENCE CALL REPLAY:
Available approximately three hours after conclusion of the live call.
Expiration:
US/Canada Toll-Free: +1 (855) 669-9658
International Toll: +1 (412) 317-0088
Access code: 7520719
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=SCYm7iDr.
Disclosure Information
About
For more information, visit www.usare.com.
Investor Relations Contact
VP, Head of Investor Relations
ir@USARE.com
Media Relations Contact
Collected Strategies
USAR-CS@collectedstrategies.com
Condensed Consolidated Balance Sheets (Unaudited) | ||||||
2026 | 2025 | |||||
| (In thousands) | ||||||
| ASSETS | ||||||
| Current assets | ||||||
| Cash and cash equivalents | $ | 1,530,147 | $ | 359,925 | ||
| Accounts receivable | 6,270 | 3,764 | ||||
| Inventories | 50,138 | 18,535 | ||||
| Prepaid expenses and other current assets | 86,034 | 3,151 | ||||
| Total current assets | 1,672,589 | 385,375 | ||||
| Property, plant and equipment, net | 146,751 | 86,449 | ||||
| Mineral interests | 17,339 | 17,339 | ||||
| 134,848 | 134,848 | |||||
| Other intangible assets, net | 65,899 | 68,612 | ||||
| Equipment deposits | 46,904 | 1,879 | ||||
| Operating lease right-of-use assets | 2,151 | 321 | ||||
| Deferred arrangement costs | 912,091 | — | ||||
| Other assets, non-current | 255 | 176 | ||||
| Total assets | $ | 2,998,827 | $ | 694,999 | ||
| LIABILITIES, MEZZANINE AND STOCKHOLDERS' EQUITY | ||||||
| Liabilities | ||||||
| Current liabilities | ||||||
| Accounts payable | $ | 17,367 | $ | 11,069 | ||
| Accrued liabilities | 31,679 | 14,073 | ||||
| Contract liabilities, current | 1,328 | 10,500 | ||||
| Note payable | — | 1,849 | ||||
| Finance and operating leases, current | 640 | 420 | ||||
| Total current liabilities | 51,014 | 37,911 | ||||
| Deferred grant income | 8,482 | 8,200 | ||||
| Finance and operating leases, non-current | 2,556 | 777 | ||||
| Warrant and earnout liabilities | 364,189 | 128,205 | ||||
| Deferred tax liability | 15,665 | 16,715 | ||||
| Contract liabilities, non-current | 9,602 | — | ||||
| Total liabilities | 451,508 | 191,808 | ||||
| Mezzanine equity | 10,347 | 8,905 | ||||
| Stockholders' equity | 2,536,972 | 494,286 | ||||
| Total liabilities, mezzanine equity, and stockholders' equity | $ | 2,998,827 | $ | 694,999 | ||
Condensed Consolidated Statements of Operations (Unaudited) | ||||||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| (In thousands, except per share amounts) | ||||||||||||||||
| Revenue | $ | 5,821 | $ | — | $ | 11,519 | $ | — | ||||||||
| Cost of product revenue | 7,404 | — | 12,996 | — | ||||||||||||
| Gross loss | (1,583 | ) | — | (1,477 | ) | — | ||||||||||
| Operating expenses: | ||||||||||||||||
| Selling, general and administrative | 32,607 | 6,227 | 53,782 | 13,256 | ||||||||||||
| Research and development | 10,768 | 2,577 | 25,017 | 4,266 | ||||||||||||
| Amortization of intangible assets | 1,356 | — | 2,713 | — | ||||||||||||
| Total operating expenses | 44,731 | 8,804 | 81,512 | 17,522 | ||||||||||||
| Loss from operations | (46,314 | ) | (8,804 | ) | (82,989 | ) | (17,522 | ) | ||||||||
| Other income (expense), net | 33,838 | (133,909 | ) | 1,868 | (73,509 | ) | ||||||||||
| Loss before income taxes | (12,476 | ) | (142,713 | ) | (81,121 | ) | (91,031 | ) | ||||||||
| Benefit from income taxes | (513 | ) | — | (1,090 | ) | — | ||||||||||
| Net loss | $ | (11,963 | ) | $ | (142,713 | ) | $ | (80,031 | ) | $ | (91,031 | ) | ||||
| Net loss attributable to non-controlling interest | $ | (1,630 | ) | $ | (207 | ) | $ | (2,709 | ) | $ | (357 | ) | ||||
| Net loss attributable to | (10,333 | ) | (142,506 | ) | (77,322 | ) | (90,674 | ) | ||||||||
Condensed Consolidated Statements of Cash Flows (Unaudited) | ||||||||
| Six Months Ended | ||||||||
| 2026 | 2025 | |||||||
| (In thousands) | ||||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (80,031 | ) | $ | (91,031 | ) | ||
| Non-cash adjustments | 36,598 | 78,080 | ||||||
| Changes in assets and liabilities | (31,891 | ) | (5,287 | ) | ||||
| Net cash used in operating activities | $ | (75,324 | ) | $ | (18,238 | ) | ||
| Cash flows from investing activities: | ||||||||
| Capital expenditures and equipment deposits | $ | (108,388 | ) | $ | (6,297 | ) | ||
| Net cash used in investing activities | $ | (108,388 | ) | $ | (6,297 | ) | ||
| Cash flows from financing activities: | ||||||||
| Reverse merger costs | $ | — | $ | 45,717 | ||||
| Issuance costs | (51,003 | ) | (8,281 | ) | ||||
| Proceeds from issuance of common stock under PIPE financing | 1,500,000 | 75,000 | ||||||
| Proceeds from exercise of warrants | 68 | 21,951 | ||||||
| Finance leases | (140 | ) | — | |||||
| Other | (29,594 | ) | (4,822 | ) | ||||
| Net cash provided by financing activities | $ | 1,419,331 | $ | 129,565 | ||||
| Effect of exchange rate differences on cash, cash equivalents and restricted cash | $ | (1,175 | ) | $ | — | |||
| Net change in cash, cash equivalents and restricted cash | $ | 1,234,444 | $ | 105,030 | ||||
| Cash, cash equivalents and restricted cash, beginning of period | 359,925 | 16,761 | ||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 1,594,369 | $ | 121,791 | ||||
Reconciliation of Non-GAAP Financial Measures (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 | Six Months Ended | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| (In thousands, except for per share amounts) | ||||||||||||||||
| Net loss attributable to | $ | (10,333 | ) | $ | (142,506 | ) | $ | (77,322 | ) | $ | (90,674 | ) | ||||
| Declared and deemed dividends, and interest accretion | (733 | ) | (11,240 | ) | (1,442 | ) | (11,719 | ) | ||||||||
| Loss (gain) on fair market value of financial instruments, net | (22,418 | ) | 134,662 | 21,135 | 74,362 | |||||||||||
| Adjusted net loss attributable to | $ | (33,484 | ) | $ | (19,084 | ) | $ | (57,629 | ) | $ | (28,031 | ) | ||||
| Adjusted net loss per share attributable to | $ | (0.15 | ) | $ | (0.21 | ) | $ | (0.27 | ) | $ | (0.31 | ) | ||||
_____________
(1) 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.
Source: