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Concentrations - Schedule of Long-lived Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Revenues from External Customers and Long-Lived Assets [Line Items]
Total long-lived assets	$ 86,449	$ 26,529
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Total long-lived assets	75,910	26,529
U.K.
Revenues from External Customers and Long-Lived Assets [Line Items]
Total long-lived assets	$ 10,539	$ 0

Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Finance Leases
2026	$ 316
2027	316
2028	247
2029	55
Total lease payments	934
Less imputed interest	(59)
Present value of future minimum lease payments	875	$ 0
Operating Leases
2026	148
2027	152
2028	38
2029	0
Total lease payments	338
Less imputed interest	(16)
Present value of future minimum lease payments	$ 322

Fair Value Measurements - Schedule of Assets Measured at Fair Value Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
ASSETS
Cash and cash equivalents	$ 359,925	$ 16,761
Level 1 \| Money market funds
ASSETS
Cash and cash equivalents	$ 353,841	$ 15,709

Segment Reporting - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Segment Reporting Information [Line Items]
Revenue	$ 1,643	$ 0
Cost of revenue	1,448	0
Gross profit	195	0
Selling, general and administrative	43,135	9,244
Research and development	15,885	6,341
Amortization of intangible assets	678	0
Net loss	(298,524)	(16,392)
Reportable Segment
Segment Reporting Information [Line Items]
Revenue	1,643	0
Cost of revenue	1,448	0
Other segment items	239,699	807
Net loss	(298,524)	(16,392)
Reportable Segment \| Employee and benefits
Segment Reporting Information [Line Items]
Selling, general and administrative	7,567	2,385
Research and development	7,569	3,122
Reportable Segment \| Share-based compensation
Segment Reporting Information [Line Items]
Selling, general and administrative	6,839	0
Reportable Segment \| Consulting and professional services
Segment Reporting Information [Line Items]
Selling, general and administrative	21,764	5,812
Research and development	2,628	1,167
Reportable Segment \| Research and development
Segment Reporting Information [Line Items]
Research and development	2,554	324
Reportable Segment \| Legal settlements
Segment Reporting Information [Line Items]
Selling, general and administrative	2,254	0
Reportable Segment \| Facility and insurance
Segment Reporting Information [Line Items]
Research and development	1,839	1,334
Reportable Segment \| Other selling, general and administrative
Segment Reporting Information [Line Items]
Selling, general and administrative	4,711	1,047
Research and development	$ 1,295	$ 394

Organization

12 Months Ended

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

USA Rare Earth, Inc., collectively with its subsidiaries (the “Company,” “USARE,” “we,” 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, metal and magnet manufacturing.

The Company (formerly known as Inflection Point Acquisition Corp. II or “IPXX”) was a special purpose acquisition company incorporated as a Cayman Islands exempted company on March 6, 2023. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On August 21, 2024, IPXX entered into a Business Combination Agreement (as amended on November 12, 2024 and January 30, 2025, the “Business Combination Agreement”), by and among IPXX, USA Rare Earth, LLC, a Delaware limited liability company (“USARE LLC”), and IPXX Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of IPXX (“Merger Sub”). Pursuant to the Business Combination Agreement, Merger Sub merged with and into USARE LLC, with USARE LLC continuing as the surviving company (the “Merger”). On March 12, 2025, the Company filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation (the “Certificate of Incorporation”) and a certificate of corporate domestication with the Secretary of State of the State of Delaware. On March 13, 2025 (the “Closing Date”), the Company consummated the previously announced Merger and related transactions (the “Merger Transactions”) contemplated by the Business Combination Agreement and USARE LLC became a direct wholly owned subsidiary of the Company. On March 14, 2025, following the closing of the merger transactions on March 13, 2025, shares of USARE common stock (“Common Stock”) and USARE warrants began trading on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “USAR” and “USARW,” respectively. See Note 2, “Merger Transaction and Acquisition – IPXX Business Combination Agreement,” for additional information related to the Merger.

Basis of Presentation

The Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

The historical consolidated financial statements reflect (i) the historical operating results of USARE LLC prior to the merger; (ii) the combined results of IPXX and USARE LLC following the close of the Merger; (iii) the assets and liabilities of USARE LLC at their historical cost and (iv) USARE LLC’s equity structure for all periods presented, as affected by the recapitalization presentation after completion of the Merger.

References to a year refer to our fiscal years ended on December 31 of the specified year.

Principles of Consolidation

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

Use of Estimates

The preparation of 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 at the date of the financial statements and the reported amounts of expenses during the reporting period. The amounts that involve significant estimates include equity-based compensation, asset and liability valuations, such as earnout and warrant liabilities, certain equity issuances, litigation settlements, and other fair value estimates reported. The assumptions used in calculating fair value represent the Company’s best estimates. However, these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change or the Company uses different assumptions, any gain or loss recognized using estimates could be materially different.

Cash and Cash Equivalents

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash deposits. The Company considers cash equivalents to be highly liquid investments, including U.S. treasury and agency securities purchased with original maturities of three months or less. The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). Management considers the risk of loss to be minimal.

Cash and cash equivalents consist of cash and liquid investments with an original maturity of three months or less. Cash and cash equivalents consisted of funds held in bank and investment accounts with financial institutions in the U.S.

The Company continually monitors its cash positions with the financial institutions through which it invests. The Company maintains balances in various U.S. financial institutions in excess of U.S. federally insured limits.

Deferred Offering Costs

Deferred offering costs consist of direct legal, advisory, and other fees related to the Business Combination Agreement, and the Merger Transactions as described in Note 1, “Organization.” These costs are capitalized as incurred and are presented as part of current assets in the Company’s Consolidated Balance Sheets. Upon the closing of the Merger Transactions, deferred offering costs directly related to the issuance of shares were netted against the proceeds from the Merger and recorded as an offset to stockholders’ equity.

Changes in Ownership Interest Without Loss of Control

Changes in a parent’s ownership interest that do not result in a change in control of the subsidiary that is a business are accounted for as equity transactions (i.e., no gain or loss is recognized in earnings) and in accordance with Accounting Standards Codification (“ASC”) 810, Consolidation. The carrying amount of the non-controlling interest (“NCI”) is adjusted to reflect the change in the NCI’s ownership interest in the subsidiary. Any difference between the amount by which the NCI is adjusted and the fair value of the consideration received is attributed to shareholders’/members’ equity and recognized in additional paid-in capital (“APIC”).

Fair Value

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 date (exit price), and establishes a fair value hierarchy that prioritizes the inputs used to measure fair value using the following definitions (from highest to lowest priority):

•Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

•Level 2 — Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means.

•Level 3 — Prices or valuation techniques requiring inputs that are both significant to the fair-value measurement and unobservable.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

See additional information in Note 3, “Fair Value Measurements.”

Inventories

Inventories are stated at the lower of weighted average cost or net realizable value. The Company calculates inventory valuation adjustments for excess and obsolete inventory based on current inventory levels, movement, expected useful lives, and estimated future demand of the products.

Long-lived Assets

In accordance with ASC 360-10, Impairment or Disposal of Long-Lived Assets, the Company periodically reviews the carrying value of its long-lived assets, such as property, plant and equipment, mineral interests and equipment deposits, to test whether current events or circumstances indicate that such carrying value may not be recoverable. When impairment indicators are identified, a recoverability analysis is performed by comparing estimated future net cash flows with the carrying value and future obligations on an undiscounted basis. If an asset’s carrying value exceeds such estimated cash flows, the Company would record an impairment loss for the difference between the asset’s carrying amount and its fair value. Where estimates of future net cash flows are not determinable and where other conditions indicate the potential for impairment, management uses available market information and/or third-party valuation experts to assess if the carrying value can be recovered and to estimate fair value.

The Company did not record an impairment loss related to long-lived assets for the years ended December 31, 2025 and 2024.

Property, Plant, and Equipment

Property, plant, and equipment are stated at cost, less accumulated depreciation. Advance payments of equipment not yet received are recorded as equipment deposits on the Consolidated Balance Sheets. Depreciation is calculated using the straight-line method over the following estimated useful lives of the related assets.


Property Type						Useful Life
Land Improvements						20-30 years
Buildings						10-39 years
Building improvements						15 years
Manufacturing equipment						2-25 years
Lab equipment						5-25 years
Furniture and fixtures						3-5 years
Leasehold Improvements						Lesser of estimated useful life or remaining lease term

Depreciation commences once the asset is ready for its intended use. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation, is removed from the accounts and any resulting gain or loss is reflected in the Consolidated Statements of Operations and Comprehensive Loss.

The costs of normal maintenance, repairs, and minor replacements are expensed as incurred.

Mineral Properties

Mining property acquisition costs, including directly attributable acquisition costs, are capitalized when incurred and are included in mineral interests on the Consolidated Balance Sheets. Acquisition costs include cash consideration and the fair value of shares issued as consideration. The Company also capitalizes amounts attributable to value beyond proven and probable (“VBPP”) reserves when acquiring mining property interests.

Once proven and probable reserves have been established and a mineral property is determined to be economically and legally developable, subsequent development costs are capitalized as mine development assets. Upon commencement of commercial production, capitalized mining property and development costs are amortized using the units-of-production method over the estimated life of the related reserves.

Capitalized costs related to properties that are abandoned or determined to be uneconomic are written off. Mining properties are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

Exploration and Evaluation Costs

Exploration and evaluation activities include the search for mineral resources and the assessment of the technical feasibility and commercial viability of mineral deposits. Such activities include geological and geophysical studies, exploratory drilling, sampling, and related technical evaluations.

Exploration and evaluation costs are expensed as incurred. These costs include employee compensation, materials and supplies, drilling costs, contractor payments, and other costs directly associated with exploration activities undertaken prior to the establishment of proven and probable mineral reserves.

License costs associated with the right to explore in a specific exploration area are capitalized and amortized over the term of the license.

Once technical feasibility and economic viability of a mineral property have been established and appropriate approvals have been obtained, subsequent costs incurred to develop the property are capitalized as mine development assets. Exploration and evaluation costs incurred prior to that determination are not capitalized and are not subsequently reclassified.

Goodwill and Other Acquired Intangible Assets

Goodwill and other acquired intangible assets represent the value associated with the acquisition of Indian Ocean Rare Metals Pte. Ltd. under the acquisition method of accounting.

Other acquired intangible assets consist of trademarks, customer relationships, supplier relationships, and manufacturing know-how. Intangible assets are recognized over their estimated useful life and are included within selling, general and administrative expense.

Goodwill represents the excess of the purchase price of a business combination over the fair value of the net assets acquired. Goodwill is not amortized, but is tested for impairment annually and when an event occurs or circumstances change such that it is more likely than not that an impairment may exist. The Company’s annual testing date is October 1. The Company tests goodwill for impairment by performing a qualitative assessment or using a quantitative test. If the Company chooses to perform a qualitative assessment and determines it is more likely than not that the carrying value of the net assets is more than the fair value of the related operations, the quantitative test is then performed; otherwise, no further testing is required. The Company compares the carrying value of net assets to the estimated fair value of the related operations when the quantitative test is used. If the fair value is determined to be less than carrying value, the shortfall up to the carrying value of the goodwill represents the amount of goodwill impairment. Due to the Company’s recent acquisition of Indian Oceans Rare Metals Pte. Ltd., the Company performed its annual goodwill impairment test as of December 31, 2025, using a qualitative assessment. The Company determined the fair value of its reporting unit substantially exceeded their respective carrying values.

Asset Retirement Obligation

The Company recognizes and records the fair value of a liability for asset retirement obligations (“ARO”) in the period in which it is incurred, if there is a clear obligation at the termination of a lease and the potential obligation is measurable. ARO is capitalized to the corresponding asset, and the liability is included in Accrued liabilities on the Consolidated Balance Sheets. The ARO is adjusted for changes in the estimated timing or the amount of the original estimate as needed. Changes in the liability for an ARO due to the passage of time are recognized as accretion expense which is recorded in Selling, general and administrative on the Consolidated Statements of Operations and Comprehensive Loss.

Leases

The Company leases real estate and lab equipment in noncancelable operating and finance leases accounted for in accordance with ASC 842, Leases. Lease costs are presented in the Consolidated Statements of Operations and Comprehensive Loss as follows: (i) operating lease expense in Selling, general and administrative expenses and in Research and development expenses, (ii) finance lease right-of-use (“ROU”) asset amortization in Research and development expenses, and (iii) interest on finance lease liabilities in Interest expense and other income (loss), net on the Consolidated Statements of Operations and Comprehensive Loss. In addition, finance lease ROU assets are presented within Property, plant and equipment, net on the Consolidated Balance Sheets.

At the inception of an arrangement, the Company determines whether the arrangement is, or contains, a lease. A contract is, or contains, a lease when there is a right to control the use of an identified asset for a period of time.

A lease is a finance lease if one or more of the following criteria are met: (i) the lease transfers ownership of the asset by the end of the lease term, (ii) the lease contains an option to purchase the asset that is reasonably certain to be exercised, (iii) the lease term is for the major part of the remaining useful life of the asset, (iv) the present value of the lease payments equals or exceeds substantially all of the fair value of the asset, or (v) the asset is specialized in nature to have no alternative use to the lessor at the end of the lease term. A lease is classified as an operating lease if it does not meet any of the finance lease criteria noted above. The finance leases consist of lab equipment and the operating leases generally consist of real estate commitments.

At lease commencement, the Company recognizes a ROU asset and lease liability for all leases. The Company adopted the following practical expedients:

(i)the Company will not separate the lease component from the non-lease component for all asset classes. The Company has therefore not allocated consideration in a contract between lease and non-lease components; and

(ii)the Company recognizes the payments on short-term leases (leases with terms at inception of 12 months or fewer) in Selling, general and administrative on the Consolidated Statements of Operations and Comprehensive Loss on a straight-line basis over the lease term.

(iii)No outstanding lease payable is recognized on the Consolidated Balance Sheets with respect to these leases.

A ROU asset is initially measured by adding the initial measurement of the lease liability, any lease payments made to the lessor at or before lease commencement, any initial direct costs incurred by the lessee, and subtracting any lease incentives received. The lease liability is initially measured at the present value of the minimum lease payments, discounted using the rate implicit in the lease or the Company’s incremental borrowing rate based on the original lease term. The rate implicit in the lease is used whenever that rate is readily determinable. If the rate implicit in the lease is not readily determinable, the Company utilizes its incremental borrowing rate, which is the rate for a collateralized loan with the same term as the lease. Variable lease payments that depend on an index or a rate are initially measured using the index or rate at the commencement date.

Lease Expense

The Company recognizes the amortization of its finance lease-related ROU assets, including purchase options when it is reasonably certain to exercise the related purchase option, on a straight-line basis over the shorter of the lease term or the useful life of the underlying asset as amortization expense. The Company recognizes its finance lease-related ROU assets’ lease liability discount over the shorter of the lease term or useful life of the underlying asset as interest expense. Any variable lease payments are expensed as incurred.

The Company recognizes its operating lease-related ROU asset and lease liability amortization as lease expense on a straight-line basis over the lease term. Any variable lease payments are expensed as incurred.

Derivatives

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain embedded derivatives that should be bifurcated from the host contract, pursuant to ASC 815, Derivatives and Hedging. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period

Earnout Liabilities

In accordance with ASC 815, unvested Earnout Shares (as defined below) are classified as a liability because they are not considered to be indexed to the Company’s common stock due to the change of control provisions in the Business Combination Agreement. At each period end, the Earnout Shares are remeasured to their fair value with the changes during that period recognized in Loss on fair market value of financial instruments, net on the Consolidated Statements of Operations and Comprehensive Loss. Upon issuance and release of the shares after each Triggering Event (as defined in Note 2, “Merger Transaction and Acquisition”) is met, the related Earnout Shares will be remeasured to fair value at that time with the changes recognized in Loss on fair market value of financial instruments, net, and such Earnout Shares will be reclassed to Shareholders’ Equity on the Consolidated Balance Sheet.

Government Grants

Because there is no specific guidance under U.S. GAAP that addresses the recognition and measurement of government assistance received by non-government entities, the Company accounts for government assistance by analogy to International Accounting Standards (“IAS”) 20, Accounting for Government Grants (“IAS 20”). The guidance within IAS 20 allows companies to choose between two options for how the associated profit or loss relating to the deferred income over the life of an underlying asset will be presented for grants related to assets. The Company has elected to account for these grants through profit and loss over the depreciable life of the underlying assets. The guidance within IAS 20 also allows companies to choose between two options of accounting for grants related to income. The Company has elected to report this category of grants as a reduction in the related expenses. See Note 9, “Government Grants” for further details of the Company’s government grants.

Warrants

The Company accounts for warrants as either equity or liability classified instruments based on an assessment of the warrant’s specific terms pursuant to the guidance of ASC 480, Distinguishing Liabilities from Equity and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, that meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815. See Note 7, “Mezzanine and Stockholders' Equity,” for a discussion of the Company’s warrants.

Equity-based Compensation

The Company expenses equity-based compensation to employees and non-employees in accordance with ASC 718, Compensation - Stock Compensation. The fair value of equity-based compensation awards is measured at the date of grant and amortized over the requisite service period, which is generally the vesting period, with a corresponding increase in additional paid-in capital. In the case of a share-based compensation award that is either cancelled or forfeited prior to vesting, the amortized expense associated with the unvested awards is reversed. The Company has elected to account for forfeitures as they occur. See Note 8, “Equity-Based Compensation,” for further information regarding award valuation methodology, equity-based compensation expense, and the assumptions used in estimating the expense.

Dividends

As the Company has an accumulated deficit, dividends are recorded as a reduction to additional paid in capital. Once additional paid-in capital is reduced to zero, dividends are recorded against accumulated deficit. Paid-in-kind dividends are recorded at estimated fair value in accordance with ASC 845, Nonmonetary Transactions. The Company has never declared or paid any dividends on its common stock, and the Company does not currently intend to pay any dividends on its common stock for the foreseeable future.

Net Loss Attributable to USA Rare Earth, Inc.

The Company reports both basic and diluted earnings per share. Basic earnings per share is calculated based on the weighted-average number of shares of common stock outstanding during the period. Dividends on the Company’s 12% Series A Cumulative Convertible Preferred Stock are deducted from net income or added to net loss to determine net income (loss) attributable to common stockholders for purposes of calculating basic earnings per share.

Diluted earnings per share is calculated based on the weighted-average number of shares of common stock outstanding plus the effect of potentially dilutive common stock equivalents outstanding during the period. Potentially dilutive securities include the Company’s 12% Series A Cumulative Convertible Preferred Stock, Series A Investor Warrants, Earnout Shares, incentive units and other convertible securities. The dilutive effect of warrants, incentive units and similar instruments is calculated using the treasury stock method, while the dilutive effect of convertible preferred stock is calculated using the if-converted method.

Potentially dilutive securities are excluded from the computation of diluted earnings per share if their effect would be anti-dilutive, such as in periods in which the Company reports a net loss or when the contingent conditions for issuance of shares have not been satisfied.

Business Combinations

The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations, which requires the Company to recognize separately from goodwill, the assets acquired and the liabilities assumed at their acquisition date fair values. The amount by which the consideration transferred exceeds the aggregate fair value of the identifiable net assets acquired (i.e., identifiable assets minus liabilities assumed) is recorded as goodwill. While the Company uses its best estimate and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, the estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the identifiable assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Consolidated Statements of Operations and Comprehensive Loss.

Variable Interest Entities

The Company assesses its investments and other significant relationships to determine whether it has a variable interest in any legal entities and whether or not those entities are VIEs. A VIE is an entity with insufficient equity at risk for the entity to finance its activities without additional subordinated financial support or in which equity investors lack the characteristics of a controlling financial interest. If an entity is determined to be a VIE, the Company evaluates whether it is the primary beneficiary of the VIE. The primary beneficiary analysis is a qualitative analysis based on power and economics. The Company has concluded that it is the primary beneficiary of Round Top Mountain Development and has consolidated the VIE because it has both (i) the power to direct the activities of the VIE that most significantly influence the VIE’s economic performance and (ii) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when control of promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The Company identifies performance obligations in its contracts at contract inception and allocates the transaction price to those performance obligations based on their relative stand-alone selling prices.

Payment terms vary based on the credit risk of the customer but generally require payment within 30 to 60 days of invoice. The Company evaluates customer creditworthiness at contract inception to determine whether collectability of consideration is probable. When collectability cannot be reasonably assessed, the Company may require prepayment or other forms of security. Customer prepayments are recorded as contract liabilities in the Consolidated Balance Sheets until the related performance obligations are satisfied.

The Company’s contracts generally do not include significant variable consideration. Shipping and handling activities that occur after control of the product has transferred to the customer are considered fulfillment activities and are not separate performance obligations.

Revenue is disaggregated based on categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. See Note 13, “Concentrations – Disaggregation of Revenue” for further discussion on revenue by category.

Arrangements with Multiple Performance Obligations and Termination for Convenience

Certain contracts may include multiple performance obligations. In these arrangements, the Company allocates the transaction price to each performance obligation based on its relative stand-alone selling price. Stand-alone selling prices are generally determined using observable stand-alone sales of the related goods or services.

Certain customer contracts may include termination for convenience provisions. When such provisions exist, customers are generally required to pay a termination fee intended to compensate the Company for costs incurred and a reasonable profit margin.

Practical Expedients and Exemptions

The Company applies the practical expedient not to adjust the promised amount of consideration for the effects of a significant financing component when the period between transfer of control of the goods and payment is one year or less.

The Company has elected to exclude sales and similar taxes collected from customers from the measurement of the transaction price.

The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected duration of one year or less and (ii) contracts for which the Company recognizes revenue in the amount to which the Company has the right to invoice.

Contract Costs

Incremental costs of obtaining a contract are expensed as incurred when the amortization period of the asset that would otherwise be recognized is one year or less. These costs are included in Selling, general and administrative in the Consolidated Statements of Operations and Comprehensive Loss.

Product Revenue Recognition

Product revenue is derived from the sale of manufactured products. Contracts are generally evidenced by executed sales orders, purchase orders, or stand-alone agreements with fixed pricing.

The Company’s performance obligation is generally the delivery of products, such as strip cast materials. Revenue is recognized at a point in time when control of the product transfers to the customer. Transfer of control typically occurs upon shipment or delivery in accordance with the applicable International Commercial Terms (“Incoterms”), which define the transfer of title and risk of loss.

Research and Development Costs

The Company expenses research and development (“R&D”) costs as incurred. R&D activities primarily comprise process engineering, production scale‑up, prototype and pilot‑run activities, product and material testing, and equipment trials undertaken to enhance manufacturing capability, product performance, and production efficiency. R&D expense includes personnel‑related costs (including share‑based compensation), materials and supplies consumed in testing and pilot runs, prototype and pilot‑line costs prior to establishing commercial feasibility, depreciation of equipment used in development, allocated facility and overhead costs, and third‑party technical services. Amounts are presented within Research and development expense in the Consolidated Statements of Operations and Comprehensive Loss.

Capitalization and Related Considerations

Prototype tooling, fixtures, and pilot equipment are expensed unless they have alternative future use in production or ongoing development, in which case such items are capitalized and depreciated. Costs of preliminary‑project and post‑implementation costs are expensed. Consideration received for development activities is evaluated and recognized either as a reduction of R&D expense (for reimbursements where the customer does not obtain control of a distinct good or service) or as revenue when performance obligations are satisfied. Government grants that offset qualifying development activities are recognized as a reduction of related R&D expense when compliance is reasonably assured; amounts received in advance are recorded as liabilities until earned.

Foreign Currency Translation

The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars using end of period exchange rates. Changes in reported amounts of assets and liabilities of foreign subsidiaries that occur as a result of changes in exchange rates between foreign subsidiaries’ functional currencies and the U.S. dollar are included in foreign currency translation adjustment. Foreign currency translation adjustment is included in accumulated other comprehensive loss, a component of stockholders’ equity in the accompanying Consolidated Statements Stockholders’ Equity. Revenue and expense transactions use an average rate prevailing during the month of the related transaction. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency of each of the operating locations are included in the other expense (income), net as incurred.

Income Taxes

The Company accounts for income taxes under an asset-and-liability approach. Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for tax and financial reporting purposes measured by applying enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are provided when necessary to reduce net deferred tax assets to an amount that is more likely than not to be realized. The Company has provided a full valuation allowance against any net deferred tax assets the Company does not deem to be more likely than not realized as of December 31, 2025 and 2024.

Advertising Expense

Advertising expense is charged to operations during the year in which it is incurred. Advertising expense was not material for the years ended December 31, 2025, and 2024.

Recently Adopted Accounting Pronouncement

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in this ASU provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid. This ASU is effective for annual periods beginning after December 15, 2024. The Company adopted ASU 2023-09, effective January 1, 2025, on a retrospective basis and the adoption of this standard impacted certain income tax disclosures. See Note 10, “Income Taxes,” for further detail.

Recently Issued Accounting Pronouncements Not Yet Adopted

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 November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses. This ASU requires additional disclosures by disaggregating the costs and expense line items that are presented on the face of the income statement. The disaggregation includes: (i) amounts of purchased inventory, employee compensation, depreciation, amortization, and other related costs and expenses; (ii) an explanation of costs and expenses that are not disaggregated on a quantitative basis; 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, with early adoption permitted. This ASU should be applied prospectively. Retrospective application is permitted for all prior periods presented in the financial statements. 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 receiving government grants. This ASU covers cash or tangible non-monetary assets from governments, including forgivable loans, but excludes tax abatements, income tax credits, and exchanges. It requires recognition when there is reasonable assurance of compliance with conditions and receipt of funds. This ASU applies to non-exchange monetary/tangible assets, reducing inconsistent practices, specifically, 1) income-related grants can be reported as other income or a reduction of related expenses; and 2) asset-related grants can be recorded as deferred income or 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. This ASU may be applied on a modified prospective, modified retrospective, or full retrospective basis. The Company is currently evaluating the impact of adopting this ASU on its financial reporting disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, to improve, clarify, and navigate interim reporting requirements, making these areas more consistent under U.S. GAAP. ASU 2025-11 compiles required disclosures, including material changes since the last annual report, to streamline reporting. This ASU is effective for fiscal years after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted. This ASU should be applied prospectively. Retrospective application is permitted for all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this ASU on its financial reporting disclosures.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements. The ASU addresses thirty-three items, representing the changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. Generally, the amendments in this Update are not intended to result in significant changes for most entities. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2026. Early adoption is permitted. The Company is evaluating the potential impact of this guidance on the consolidated financial statements.

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Cash flows from operating activities:
Net loss	$ (298,524)	$ (16,392)
Adjustments to reconcile net loss to cash used in operating activities
Equity-based compensation expense	8,760	1,738
Depreciation	573	235
Amortization of intangible assets	678	0
Amortization of right of use assets	335	154
Amortization of discount on note payable	0	211
Settlement of litigation through the issuance of common shares	1,674	0
Loss on fair market value of financial instruments	244,625	379
Impairment of equity investment	0	405
Non-cash interest expense	(192)	100
Other non-cash adjustments	1,425	39
Changes in operating assets and liabilities:
Accounts receivable	(599)	0
Inventories	(3,206)	0
Prepaid and other assets	(2,013)	69
Accounts payable	(5,487)	1,090
Accrued and other liabilities	3,931	(874)
Deferred tax liability	(161)	0
Contract liabilities	(476)	0
Lease liability	(662)	(145)
Notes payable	334	0
Net cash used in operating activities	(48,985)	(12,991)
Cash flows from investing activities:
IORM acquisition, net of cash received	(102,207)	0
Capital expenditures and equipment deposits	(37,359)	(3,107)
Other	0	(178)
Net cash used in investing activities	(139,566)	(3,285)
Cash flows from financing activities:
IPXX contribution of capital through merger	22,867	0
Prepayment of Forward Purchase Agreements	(20,790)	0
Proceeds from termination of Forward Purchase Agreements	20,790	0
Payment of securities issuance costs	(8,281)	(5,062)
Proceeds from issuance of common stock and warrants under PIPE financing, net	190,077	0
Proceeds from exercise of warrants	303,845	0
Financed leases	357	0
Net cash provided by financing activities	531,715	19,838
Net change in cash and cash equivalents	343,164	3,562
Cash and cash equivalents, beginning of year	16,761	13,199
Cash and cash equivalents, end of year	359,925	16,761
Supplemental disclosure of cash flow information:
Cash paid for interest	17	0
Purchases of property and equipment in accounts payable and other accrued liabilities	10,270	0
Fair value of shares transfer on IORM acquisition	94,557	0
Accretion of asset retirement obligations	82	0
Finance right of use assets obtained in exchange for finance lease liabilities	1,233	0
Non-cash lease liabilities arising from obtaining right of use assets	427	0
Series A-1 & A-2 Preferred Stock
Cash flows from financing activities:
Proceeds from issuance of preferred stock and warrants	15,250	25,500
Series A Preferred Stock
Cash flows from financing activities:
Proceeds from issuance of preferred stock and warrants	8,000	0
Payments of stock issuance costs	(400)	0
Convertible Preferred Units Class C-1
Cash flows from financing activities:
Payments of stock issuance costs	0	(600)
Class C & C-1 Preferred Stock
Supplemental disclosure of cash flow information:
Convertible preferred stock dividends	1,960	7,365
Class A & A-1 Preferred Stock
Supplemental disclosure of cash flow information:
Convertible preferred stock dividends	$ 1,082	$ 706

Equity-Based Compensation - RSU Activity (Details) - 2024 Incentive Plan shares in Thousands	12 Months Ended
	Dec. 31, 2025 $ / shares shares
Restricted stock units
Units
Units, outstanding beginning balance (in shares) \| shares	0
Awarded (in shares) \| shares	2,316
Forfeited (in shares) \| shares	(182)
Units, outstanding ending balance (in shares) \| shares	2,134
Weighted Average Grant Date Fair Value
Weighted Average Grant Date Fair Value , beginning balance (in dollars per share) \| $ / shares	$ 0
Weighted Average Grant Date Fair Value, Awarded (in dollars per share) \| $ / shares	16.75
Weighted Average Grant Date Fair Value, Forfeited (in dollars per share) \| $ / shares	16.99
Weighted Average Grant Date Fair Value , ending balance (in dollars per share) \| $ / shares	$ 16.72
Performance Restricted Stock Unit
Units
Units, outstanding beginning balance (in shares) \| shares	0
Awarded (in shares) \| shares	36
Units, outstanding ending balance (in shares) \| shares	36
Weighted Average Grant Date Fair Value
Weighted Average Grant Date Fair Value , beginning balance (in dollars per share) \| $ / shares	$ 0
Weighted Average Grant Date Fair Value, Awarded (in dollars per share) \| $ / shares	12.59
Weighted Average Grant Date Fair Value , ending balance (in dollars per share) \| $ / shares	$ 12.59

Other Financial Information - Narrative (Details) £ in Thousands, shares in Thousands, $ in Thousands			3 Months Ended	12 Months Ended
	Feb. 26, 2025 shares	Jul. 28, 2023 USD ($) tranche	Mar. 31, 2025 USD ($)	Dec. 31, 2025 USD ($) shares	Nov. 18, 2025 USD ($)	Nov. 18, 2025 GBP (£)	Dec. 31, 2024 USD ($)
Note Payable [Line Items]
Notes payable				$ 1,849			$ 831
Common Stock
Note Payable [Line Items]
Number of units issued (in Shares) \| shares				140
Common Units Class A
Note Payable [Line Items]
Number of units issued (in Shares) \| shares	680
Senior Convertible Promissory Note
Note Payable [Line Items]
Unsecured notes		$ 1,000
Interest rate		10.00%
Maturity date		Jul. 28, 2025
Principal amount		$ 200
Aggregate amount		$ 4,000
Number of tranches \| tranche		2
Expiration period		1 year
Derivative, Gain, Statement of Income or Comprehensive Income [Extensible Enumeration]			Other Nonoperating Expense
Gain on derivative liability			$ 700
Loss on extinguishment				$ (11)
Effective interest rate				44.875%
Barclays Trade Loan
Note Payable [Line Items]
Outstanding loan obligation					$ 1,500
Loan amount \| £						£ 1,500
Line of credit facility, minimum increment draw \| £						£ 10
Interest rate basis				2.50%
Stated interest rate on Note				$ 10

Commitments and Contingencies - Schedule of Material Property Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Operating Leased Assets [Line Items]
ROU Asset Value at Commencement	$ 321	$ 30
March 2028 (1) \| Wheat Ridge, CO
Operating Leased Assets [Line Items]
ROU Asset Value at Commencement	163
March 2028 (2) \| Wheat Ridge, CO
Operating Leased Assets [Line Items]
ROU Asset Value at Commencement	$ 264

Income Taxes -Schedule of Income before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Income Tax Disclosure [Abstract]
Domestic	$ (298,048)	$ (16,392)
Foreign	(636)	0
Loss before taxes	$ (298,684)	$ (16,392)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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+ Details

Mezzanine and Stockholders’ Equity - Schedule of Warrants to Acquire Common Stock (Details) - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2025	May 03, 2025	May 02, 2025	Mar. 13, 2025
Investor Public Warrants
Class of Warrant or Right [Line Items]
Balance Sheet Classification	Equity
Initial Common Stock Shares Issuable Upon Exercise (in shares)	12,500
Exercise Price (in dollars per share)	$ 11.50
Potential Common Stock Shares Issuable Upon Exercise at December 31, 2025 (in shares)	0
Investor Private Warrants
Class of Warrant or Right [Line Items]
Balance Sheet Classification	Equity
Initial Common Stock Shares Issuable Upon Exercise (in shares)	6,000
Exercise Price (in dollars per share)	$ 11.50
Potential Common Stock Shares Issuable Upon Exercise at December 31, 2025 (in shares)	0
Series A Warrants
Class of Warrant or Right [Line Items]
Balance Sheet Classification	Liability
Initial Common Stock Shares Issuable Upon Exercise (in shares)	5,279		9,050	23,780
Exercise Price (in dollars per share)	$ 7.00	$ 7.00	$ 12.00
Potential Common Stock Shares Issuable Upon Exercise at December 31, 2025 (in shares)	2,446

Subsequent Event (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands					12 Months Ended
	Mar. 04, 2026	Jan. 28, 2026	Jan. 27, 2026	Jan. 26, 2026	Dec. 31, 2027	Dec. 31, 2026	Dec. 31, 2025	Dec. 31, 2024	Feb. 27, 2026
Subsequent Event [Line Items]
Proceeds from issuance of common stock and warrants under PIPE financing, net							$ 190,077	$ 0
Lease payments to be paid							$ 338
US Dept of Commerce \| Definitive Agreement (KPI) \| Forecast
Subsequent Event [Line Items]
Proceeds from issuance of common stock and warrants under PIPE financing, net					$ 600,000
Revolving credit facility						$ 250,000
Subsequent Event \| Texas Mineral Resources Corporation
Subsequent Event [Line Items]
Shares issued (in shares)	3,820
Total purchase price	$ 72,300
Subsequent Event \| Washington, D.C.
Subsequent Event [Line Items]
Lease payments to be paid									$ 3,000
Subsequent Event \| $1.50 Billion Private Investment in Public Equity
Subsequent Event [Line Items]
Proceeds from issuance of common stock and warrants under PIPE financing, net		$ 1,450,000	$ 1,500,000
Conversion of 12% Series A Convertible Preferred Stock (in shares)		69,800
Subsequent Event \| US Dept of Commerce
Subsequent Event [Line Items]
Maximum award				$ 1,600,000
Subsequent Event \| US Dept of Commerce \| Senior Secured Notes
Subsequent Event [Line Items]
Proceeds from government grants				$ 1,300,000
Debt instrument, term				15 years
Interest rate basis				1.50%
Percentage of shares outstanding, warrants issued				10.00%
Warrants to be issued (in shares)				17,500
Exercise price (in Dollars per share)				$ 17.17
Term				10 years
Subsequent Event \| US Dept of Commerce \| Direct Funding Award
Subsequent Event [Line Items]
Maximum award				$ 277,000
Common stock value to be issued				$ 277,000
Subsequent Event \| US Dept of Commerce \| Direct Funding Award \| Common Stock
Subsequent Event [Line Items]
Common stock to be issued (in shares)				16,100
Share price (in dollars per share)				$ 17.17
Subsequent Event \| US Dept of Commerce \| Definitive Agreement (KPI)
Subsequent Event [Line Items]
Amount needed to raise				$ 500,000

Fair Value Measurements - Schedule of Liabilities Measured at Fair Value Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Liabilities
Warrant liabilities	$ 19,534	$ 0
Level 3
Liabilities
Derivative liability	0	1,164
Earnout liabilities	108,671	0
Warrant liabilities	19,534	0
Fair Value	$ 128,205	$ 1,164

- Definition

Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities not subject to a master netting arrangement and not elected to be offset.

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Reference 26: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478795/946-210-50-6

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section S99
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-5C

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(9)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-Paragraph 1
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Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section S99
-Paragraph 5
-Subparagraph (SX 210.12-13(Column G)(Footnote 8))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-5

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section S99
-Paragraph 5C
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-5C

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section S99
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-Subparagraph (SX 210.12-13(Column G))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-5

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-5A

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-5B

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 5B
-Subparagraph (SX 210.12-13B(Column E)(Footnote 4))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-5B

+ Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2025

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Potential Future Environmental Contingency

The Company’s planned exploration and development activities are subject to various federal and state laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally have become more restrictive. The Company will conduct its operations to protect public health and the environment and believes that its current engineering operations are materially in compliance with all applicable laws and regulations. While the Company’s mining activities are not yet operational, the Company has made, and expects to make in the future, expenditures to comply with all local and federal environmental laws and regulations. The ultimate amount of reclamation and other future site-restoration costs to be incurred for future mining interests is unknown and uncertain as of December 31, 2025.

Litigation

From time to time, the Company may become subject to legal proceedings, claims or litigation arising in the ordinary course of business. In addition, the Company may receive notices alleging infringement of patents or other intellectual property rights. The outcomes of any legal proceedings, claims, notices or litigation are subject to uncertainty, and any claims against the Company, whether meritorious or not, can be time-consuming, result in costly litigation, require significant management time, create negative perceptions with communities, stakeholders, and government agencies and result in the diversion of significant operational resources. If an unfavorable outcome was to occur in any proceeding, claim or litigation, the Company could be adversely affected in the period in which they are resolved and the impact could be material to the Company’s business, financial condition, cash flow or results of operations, depending on the specific circumstances of the outcome. The Company accrues loss contingencies when it is both probable that the Company will incur the loss and when it can reasonably estimate the amount of the loss or range of loss.

Ramco Complaint

A complaint was filed in Delaware Chancery Court by Ramco Asset Management, LLC (“Ramco”), US Trading Company Metals RE, LLC, and DinSha Dynasty Trust on July 29, 2022 against USA Rare Earth, LLC (“USA Rare Earth”), Morzev Pty Ltd., Mordechai Gutnick ATF the Morzev Trust, Mordechai Gutnick, and Pini Althaus (“Defendants”), captioned Ramco Asset Management, LLC v. USA Rare Earth, LLC, C.A. No. 2022-0665-SG (the “Complaint”). The Complaint alleged causes of action for breach of contract, breach of fiduciary duty, breach of the Corporations Act (Australia), fraud and misrepresentation, and breach of the duty of good faith and fair dealing. USA Rare Earth thereafter filed a motion to dismiss Plaintiffs’ claims. After motion practice and argument, Vice Chancellor Glasscock dismissed all claims, except for Ramco’s alleged breach of contract claim and alleged breach of good faith and fair dealing as asserted against USA Rare Earth. Ramco and USA Rare Earth then engaged in discovery. On July 1, 2025, USA Rare Earth, Ramco, DinSha Dynasty Trust, and Stewart Kleiner entered into a Settlement Agreement. The Settlement Agreement represents a complete resolution of all claims that were or could have been asserted in the Complaint by Ramco, DinSha Dynasty Trust, or Stewart Kleiner. Pursuant to that Settlement Agreement. Ramco dismissed the Action with prejudice on August 8, 2025. On September 5, 2025, US Trading Company Metals RE, LLC (“US Trading”) filed a notice of appeal (the “Appeal”) to the Delaware Supreme Court appealing the complete dismissal of its claims. US Trading filed its appellate brief on October 28, 2025. Despite including the Company in its initial notice of appeal, US Trading asserted no claims against USA Rare Earth, instead asserting claims solely against Morzev Pty Ltd., Mordechai Gutnick ATF the Morzev Trust, Pini Althaus (former officer of USA Rare Earth), and Mordechai Gutnick (director of USA Rare Earth). By motion of the Appellant, USARE was formally dismissed from the appellate action on December 2, 2025. Briefing has concluded and argument is set for March 11, 2026.

Kleiner Notice

On April 1, 2025, the Company received notice from Stewart Kleiner (Managing Member of Ramco and Grantor of DinSha) asserting that a milestone triggering payment of certain equity outlined in a May 10, 2019 advisory agreement (the “Milestone Payment Notice”) had been achieved as a result of the Company’s reverse merger with Inflection Point Acquisition Corp. II. A July 28, 2019 amendment to the advisory agreement guaranteed payment of the equity by Mordechai Gutnick in the event of a conflict between Mr. Kleiner and the Company. On July 1, 2025, the Company, USARE LLC, Ramco, DinSha and Mr. Kleiner entered into a settlement agreement in full settlement of, amongst other things, the Milestone Payment Notice and the guaranteed payment of equity by Mr. Gutnick was released. See subsection “Ramco Complaint and Kleiner Notice Settlement” below.

Ramco Complaint and Kleiner Notice Settlement

On July 1, 2025, Ramco, DinSha, Mr. Kleiner, the Company and USARE LLC entered into a settlement agreement and release pursuant to which, in full settlement of the Complaint and the Milestone Payment Notice, amongst other things, the Company agreed to issue 159 thousand shares of Common Stock to DinSha and agreed to pay $150 thousand to Ramco. The settlement agreement is expressly not to be construed as an admission of liability by the Company. During the second quarter of 2025, the Company determined that the consideration paid (both cash and the fair value of the Common Stock components) were both probable and estimable, and should be classified as settlement of litigation. During the quarter ended June 30, 2025, the Company recorded an estimated fair value charge of $1.8 million in its Consolidated Statements of Operations and Comprehensive Loss.

Kelley Complaint

On October 16, 2025, Jill Kelley filed an action in New York Supreme Court against USA Rare Earth, LLC (Case No. 659163/2025 (N.Y. Sup.)) alleging a breach of a 2019 Consulting Agreement resulting from purported partial payment of the obligations thereunder. Kelley also asserts claims for breach of good faith and fair dealing and unjust enrichment based on the same conduct underlying the alleged breach of the Consulting Agreement. The Company intends to contest this matter vigorously. However, in the first quarter of 2026, the Company has proposed to settle the complaint with Ms. Kelley. The Company determined that the consideration proposed (which included cash, cash in lieu of equity awards, and interest) were both probable and estimable and has reserved an estimated $0.4 million in its Consolidated Statement of Operations and Comprehensive Loss in the fourth quarter of 2025. The settlement agreement is not to be construed as an admission of liability by the Company.

Transaction Bonus

The Company had agreements with certain individuals and entities that required payment of cash and/or equity upon certain criteria, such as completion of the Merger, as defined by the applicable agreement. The transaction bonuses were recognized when they are deemed to be probable or when the qualifying transaction has been consummated.

During the three months ended March 31, 2025, the Company completed the Merger, which triggered $1.9 million of cash bonuses to certain employees and consultants pursuant to the existing transaction bonus agreements, of which the entire transaction bonus amount of $1.9 million was paid out in the year ended December 31, 2025. The expense for the cash bonuses was recognized in Selling, general and administrative operating expense in the Company’s Consolidated Statements of Operation.

In addition, approximately 0.38 million USARE LLC Class A units were issued to certain consultants pursuant to existing transaction bonus agreements which provided for the payment of these Class A units immediately prior to the completion of the Merger. The Class A units were then converted to the Company’s common stock at closing for $0.8 million. The expense for the equity transaction bonuses was recognized in Equity-based compensation.

As of December 31, 2025, the Company has agreements in place regarding the potential payment of up to $1.5 million in cash related to other transaction bonuses which are not triggered by the Merger. No amounts were accrued for these bonuses as of December 31, 2025 and 2024, as the triggering event had not occurred.

Leases

Balance Sheet Components and Lease Activity

The following table presents the finance and operating leases.



	December 31,
	2025		2024

	(In thousands)
Assets
Finance leases, included in property, plant and equipment, net	$	1,043	$	—
Operating lease right-of-use assets	321		30






Total	$	1,364	$	30

Liabilities
Finance leases, current	$	283	$	—
Finance leases, non-current	592		—
Total finance lease liabilities	875		—

Operating leases, current	137		23
Operating leases, non-current	185		—
Total operating lease liabilities	322		23


Total lease liabilities	$	1,197	$	23

Finance Leases

The following table presents the active finance leases at December 31, 2025 and the amounts recognized in the Company’s Consolidated Balances at lease commencement.

Equipment Location

Purpose

Expiration

Property & Equipment

Finance Lease Liability

(In thousands)

Stillwater, OK

Lab Equipment

Mar 2029

765

673

Stillwater, OK

Lab Equipment

Mar 2029

152

133

Stillwater, OK

Lab Equipment

Mar 2028

316

245

The lease agreements include purchase options that the Company is reasonably certain to exercise. The agreements did not include termination options for either party to the lease or restrictive financial or other covenants.

Operating Leases

The following table presents certain facts regarding the Company’s material property leases as of December 31, 2025.

Location

Purpose

Expiration

Option to Extend (1)

ROU Asset Value at Commencement

(In thousands)

Wheat Ridge, CO

Office/Warehouse

Mar 2028

163

Wheat Ridge, CO

Office/Warehouse

Mar 2028

264

(1)Number of renewal options(s) / number of year(s) per renewal option.

*No option to extend the lease at termination.

On December 17, 2025, the Company entered into a lease arrangement for property located in Wheat Ridge, CO to house the Company’s research and development activities. The lease commenced on January 1, 2026 and will expire on March 30, 2028 office and warehouse space building. The lease payments over the entire term are approximately $224 thousand plus applicable taxes and common maintenance fees.

Lease Activity

The following table presents the finance and operating lease activities.



	December 31,
		2025		2024
		(In thousands)
Finance Lease
Right-of-use assets acquired		$	1,233	$	—
Amortization expense		190		—
Interest expense		34		—
Cash paid (1)		211		—

Operating Lease
Right-of-use asset acquired		$	427	$	36
Lease expense		158		36
Cash paid (1)		155		58

(1)Cash paid for amounts included in the measurement of lease liabilities.

Remaining Lease Terms and Discount Rates

The following table presents certain information related to the weighted-average remaining lease terms (in years) and weighted-average discount rates used to value acquired right-of-use assets.



	December 31,
	2025	2024


Finance Leases
Remaining lease term (years)	3.00	—
Discount rate	4.40%	—%

Operating Leases
Remaining lease term (years)	2.25	0.29
Discount rate	4.30%	8.76%

Maturities of Lease Liabilities

The following table presents future minimum lease payments under non-cancelable finance and operating leases on an annual undiscounted cash flow basis as of December 31, 2025.


	Finance Leases		Operating Leases
	(In thousands)
Year Ending December 31,
2026	$	316	$	148
2027	316		152
2028	247		38
2029	55		—


Total lease payments	934		338
Less imputed interest	(59)		(16)
Present value of future minimum lease payments	$	875	$	322

Cybersecurity Risk Management and Strategy Disclosure	12 Months Ended
Cybersecurity Risk Management and Strategy Disclosure	Dec. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Line Items]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]	Managing Material Risks & Integrated Overall Risk Management We have integrated cybersecurity risk management into our broader risk management framework to support a company-wide approach to managing cybersecurity risks. This integration is designed to help ensure that cybersecurity considerations are incorporated into our decision-making processes across the organization. Our Risk Management Team (see “Management’s Role in Managing Risk” below for additional information regarding the team members and scope) works closely with our Information Technology (“IT”) team, which is comprised of our IT Manager and other IT personnel with experience in information technology, to monitor and evaluate cybersecurity risks and implement measures designed to address those risks in alignment with our business objectives and operational needs. Engage Third-parties on Risk Management Due to the evolving nature of cybersecurity threats, we engage external experts, including cybersecurity consultants, to assist in evaluating and testing our cybersecurity risk management processes. These third parties may support activities such as risk assessments, security testing, and consultation regarding security enhancements. Third-party Risk We rely on certain third-party service providers in connection with our information systems and operations. As part of our risk management processes, we conduct security assessments of certain third-party providers prior to engagement and monitor certain third-party relationships on an ongoing basis. We also rely upon certain third-party software and cloud service providers to review and notify their customers of security vulnerabilities or data breaches affecting their systems. These processes are designed to help identify and mitigate risks associated with third-party service providers. Risks from Cybersecurity Threats We maintain a cybersecurity program designed to protect the integrity and availability of our information systems and data. In addition, we maintain cybersecurity insurance intended to help manage potential liabilities associated with certain cybersecurity incidents. However, there can be no assurance that our insurance coverage will be sufficient to cover all potential claims or that insurance proceeds will be received in a timely manner. As of the date of this report, cybersecurity threats, including prior cybersecurity incidents, have not materially affected, and are not reasonably likely to materially affect our business, including our strategy, results of operations, or financial condition.
Cybersecurity Risk Management Processes Integrated [Flag]	true
Cybersecurity Risk Management Processes Integrated [Text Block]	We have integrated cybersecurity risk management into our broader risk management framework to support a company-wide approach to managing cybersecurity risks. This integration is designed to help ensure that cybersecurity considerations are incorporated into our decision-making processes across the organization. Our Risk Management Team (see “Management’s Role in Managing Risk” below for additional information regarding the team members and scope) works closely with our Information Technology (“IT”) team, which is comprised of our IT Manager and other IT personnel with experience in information technology, to monitor and evaluate cybersecurity risks and implement measures designed to address those risks in alignment with our business objectives and operational needs
Cybersecurity Risk Management Third Party Engaged [Flag]	true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]	true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]	false
Cybersecurity Risk Board of Directors Oversight [Text Block]	Governance Board of Directors Oversight The Board of Directors oversees management of risks associated with cybersecurity threats. The Audit Committee of the Board (the “Audit Committee”) is responsible for overseeing cybersecurity risk management. The Audit Committee receives periodic updates regarding cybersecurity risks and related risk management activities.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]	Board of Directors Oversight The Board of Directors oversees management of risks associated with cybersecurity threats. The Audit Committee of the Board (the “Audit Committee”) is responsible for overseeing cybersecurity risk management. The Audit Committee receives periodic updates regarding cybersecurity risks and related risk management activities.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]	•the cybersecurity threat landscape and emerging risks; •the status of cybersecurity initiatives; •cybersecurity incidents, if any; and •compliance with applicable regulatory requirements.
Cybersecurity Risk Role of Management [Text Block]	Management’s Role in Managing Risk We have an internal management team comprising our Chief Financial Officer (“CFO”), Chief Legal Officer (“CLO”), VP, Corporate Controller, and VP, SEC Reporting & Technical Accounting (the “Risk Management Team”) responsible for informing the Audit Committee regarding cybersecurity risks. The Risk Management Team works closely with the IT team to monitor cybersecurity risks and review the results of cybersecurity risk assessments and monitoring activities. The Risk Management Team and IT team meet periodically to discuss cybersecurity risks and threats, as well as the results of cybersecurity monitoring and risk assessment activities. The Risk Management Team provides updates to the Audit Committee periodically, with a minimum frequency of once per year. These updates may include discussions regarding: •the cybersecurity threat landscape and emerging risks; •the status of cybersecurity initiatives; •cybersecurity incidents, if any; and •compliance with applicable regulatory requirements.
Cybersecurity Risk Management Positions or Committees Responsible [Flag]	true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]	Management’s Role in Managing Risk We have an internal management team comprising our Chief Financial Officer (“CFO”), Chief Legal Officer (“CLO”), VP, Corporate Controller, and VP, SEC Reporting & Technical Accounting (the “Risk Management Team”) responsible for informing the Audit Committee regarding cybersecurity risks. The Risk Management Team works closely with the IT team to monitor cybersecurity risks and review the results of cybersecurity risk assessments and monitoring activities. The Risk Management Team and IT team meet periodically to discuss cybersecurity risks and threats, as well as the results of cybersecurity monitoring and risk assessment activities. The Risk Management Team provides updates to the Audit Committee periodically, with a minimum frequency of once per year. These updates may include discussions regarding: •the cybersecurity threat landscape and emerging risks; •the status of cybersecurity initiatives; •cybersecurity incidents, if any; and •compliance with applicable regulatory requirements.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block]	Risk Management Personnel Our IT team has experience supporting our information systems and cybersecurity processes and supports the implementation of our cybersecurity strategies. The IT team supports cybersecurity governance processes, tests compliance with standards, remediates identified risks, and leads employee cybersecurity awareness and training activities. The Risk Management Team works with the IT team in overseeing cybersecurity risk management, and the diverse background and experience of its members in risk management and internal control processes supports our cybersecurity risk management activities.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]	Management’s Role in Managing Risk We have an internal management team comprising our Chief Financial Officer (“CFO”), Chief Legal Officer (“CLO”), VP, Corporate Controller, and VP, SEC Reporting & Technical Accounting (the “Risk Management Team”) responsible for informing the Audit Committee regarding cybersecurity risks. The Risk Management Team works closely with the IT team to monitor cybersecurity risks and review the results of cybersecurity risk assessments and monitoring activities. The Risk Management Team and IT team meet periodically to discuss cybersecurity risks and threats, as well as the results of cybersecurity monitoring and risk assessment activities. The Risk Management Team provides updates to the Audit Committee periodically, with a minimum frequency of once per year.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag]	true

Other Financial Information (Tables)

12 Months Ended

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Inventories

Inventories are stated at the lower of weighted average cost or net realizable value.



	December 31,
	2025		2024

	(In thousands)
Raw materials	$	16,532	$	—
Work-in-process	772		—
Finished goods	1,231		—
Total Inventories	$	18,535	$	—

Schedule of Prepaids and Other Assets

Prepaids and Other Current Assets



	December 31,
	2025		2024

	(In thousands)
Prepaid insurance	$	728	$	—



Engineering and consulting costs	2,137		—



Other	286		378
Total prepaids and other current assets	$	3,151	$	378

Schedule of Property, Plant and Equipment, Net



	December 31,
	2025		2024

	(In thousands)
Land	$	707	$	707
Land improvements	403		403
Buildings	7,038		—
Building improvements	2,566		—
Manufacturing equipment	12,404		—
Lab equipment	3,724		500
Leasehold improvements	795		346
Furniture & fixtures	46		—
Computer equipment	13		—


Construction in progress (1)	59,350		25,775
Property, plant and equipment, gross	87,046		27,731
Less: Accumulated depreciation	(1,640)		(1,202)
Property, plant and equipment, net	$	85,406	$	26,529

Finance lease right-of-use assets	$	1,233	$	—
Less: Accumulated amortization	(190)		—
Finance lease-right-of-use assets, net	$	1,043	$	—

Total property, plant and equipment, net	$	86,449	$	26,529

(1)Construction in progress includes building construction costs for the Company’s magnet processing plant of $30.3 million and equipment costs of $29.1 million at December 31, 2025. Construction in progress includes building construction costs for the Company’s magnet processing plant of $15.7 million and equipment costs of $10.0 million at December 31, 2024. Construction in progress assets are placed in service and depreciated upon completion of construction, installation, and certification.

The following table presents the depreciation expense related to the Company’s property, plant and equipment, and the amortization expense related to the Company’s finance lease right-of-use assets.


	Year Ended December 31,
		2025			2024
			(In thousands)
Depreciation expense			$	573		$	235
Amortization expense			190			—
Total			$	763		$	235

Schedule of Goodwill

Goodwill


	Year Ended December 31,
	2025		2024
	(In thousands)
Balance, beginning of year	$	—	$	—
IORM Acquisition	134,848		—
Balance, end of year	$	134,848	$	—

Schedule of Finite-Lived Intangible Assets

Other Intangible Assets


		December 31, 2025
	Gross Carrying Amount			Accumulated Amortization			Net Carrying Amount
		(In thousands)

Trade name		$	7,245		$	(60)		$	7,185

Customer relationships		11,856			(74)			11,782
Supplier relationships		33,986			(425)			33,561
Know-how		16,203			(119)			16,084

Total other intangible assets		$	69,290		$	(678)		$	68,612

There were no other intangible assets at December 31, 2024.

Schedule of Amortization Expense

The following table presents the amortization expense related to the Company’s other intangible assets.


	Year Ended December 31, 2025

		(In thousands)
Trade name		$	60
Customer relationships		74
Supplier relationships		425
Know-how		119
Total amortization of other intangible assets		$	678

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The annual expected amortization expense of finite-lived intangible assets subject to amortization as of December 31, 2025 were as follows.


Fiscal Year	Finite-lived Intangible Assets
	(In thousands)

2026	$	5,428
2027	5,428
2028	5,428
2029	5,428
2030	5,428
2031 and thereafter	41,472
Total future other intangible asset amortization	$	68,612

Schedule of Accrued Liabilities



	December 31,
	2025		2024

	(In thousands)

Payroll and related employee taxes	$	2,659	$	1,908

Construction in progress	6,302		323


Legal	1,668		99



Asset retirement obligation (1)	700		—


Other (2)	2,744		741

Total accrued liabilities	$	14,073	$	3,071

(1)The Company recorded certain Asset Retirement Obligations (“ARO”), in connection with the Company’s obligation to return its Cheshire, U.K. building to its “original condition,” as defined in the lease agreements. The building lease will expire in November 2026 and the estimated cost is expected to be paid at lease expiration.

(2)See Not e 6, “Commitments and Contingencies – Kelley Complaint,” for additional information regarding.

Schedule of Asset Retirement Obligations

The following table presents the ARO activities.



	December 31,
	2025		2024

	(In thousands)

Beginning balance	$	—	$	—
Obligations arising from the IORM Acquisition	605		—
Accretion	82		—




Foreign currency translation	13		—
Ending balance	$	700	$	—

Schedule of Contract With Customer, Contract Liability, Activity

The following table presents the change in contract liability balances during the reported period.



	December 31,
	2025		2024
	(In thousands)
Contract liabilities, beginning of year	$	—	$	—
Customer deposits	10,341		—
Revenue recognized	(21)		—
Cash received, excluding amounts recognized as revenue during the year	23		—
Translation adjustments	157		—

Contract liabilities, end of year	$	10,500	$	—

Schedule of Notes Payable

Notes Payable



	December 31,
	2025		2024

	(In thousands)
Hatch Note	$	—	$	831
Barclays Trade Loan	1,849		—











Total notes payable	$	1,849	$	831

Schedule of Extinguishment of Debt

For 2025, the amount of interest expense was recognized through the extinguishment of the Hatch Note.


	December 31,
		2025		2024
		(In thousands)
Amortization of the Hatch Note discount		$	54	$	211

Merger Transaction and Acquisition - Schedule of Business Combination, Consideration Transferred, Equity Interest (Details) - Indian Ocean Rare Earth Metals Pte. Ltd. $ in Thousands	Nov. 18, 2025 USD ($)
Business Combination [Line Items]
Cash consideration	$ 103,114
Equity consideration	94,557
Total purchase price	$ 197,671

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-4

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 805
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479328/805-10-50-8

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 805
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 47
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479303/805-10-55-47

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 20
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+ Details

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign

Loss Before Taxes

The domestic and foreign components of Loss before taxes were as follows:


	December 31,
	2025		2024
	(In thousands)
Domestic	$	(298,048)	$	(16,392)
Foreign	(636)		—
Loss before taxes	$	(298,684)	$	(16,392)

Schedule of Components of Provisions For Taxes

The component of benefit from taxes were as follows:


	December 31,
	2025		2024
	(In thousands)
Current:


Foreign	$	2	$	—


Deferred:


Foreign	$	(162)	$	—


Benefit from taxes	$	(160)	$	—

Schedule of Deferred Tax Assets and Liabilities

Significant deferred tax assets and liabilities consist of the following:


	December 31,
	2025		2024
	(In thousands)
Deferred tax assets:

Reserves	$	96	$	—
Accrued expenses	398		385
Other deferred	197		340
Lease liability	196		3
Deferred revenue	1,839		1,722
Intangible assets	—		139
Stock compensation	1,321		—



Net operating losses	16,373		2,828




Deferred tax assets	20,420		5,417
Valuation allowance	(16,103)		(4,480)
Deferred tax assets, net	4,317		937

Deferred tax liabilities:
Investment in Round Top Mountain	(981)		(703)

Fixed assets	(2,770)		(234)
Right-of-use asset	(276)		—
Intangible assets	(17,005)		—







Deferred tax liabilities	(21,032)		(937)

Deferred tax liabilities, net	$	(16,715)	$	—

Schedule of Effective Income Tax Rate Reconciliation

Reconciliation of the U.S. Federal statutory rate to the Company’s effective tax rate is as follows:


	December 31,
	2025				2024
	(In thousands, except percent)
U.S. Federal statutory amount and rate	$	(62,714)	21	%	$	(3,394)	21	%
State and local income taxes, less federal income tax benefit (1)	—		—		—		—

United Kingdom	(25)		—		—		—


Changes in valuation allowances	9,138		(3)		2,671		(17)



Mark-to-market of warrants and earnouts	51,371		(17)		—		—



Nondeductible/nontaxable items	1,795		(1)		390		(2)





Minority share/partnership filing period	—		—		333		(2)
Other	275		—		—		—
Effective tax amount and rate (2)	$	(160)	—	%	$	—	—	%

(1)For the year ended December 31, 2025, state taxes that made up the majority (greater than 50 percent) of the tax effect in this category were Colorado, Florida and Oklahoma.

Summary of Operating Loss Carryforwards

Following is a summary of NOL carryforwards and the related expiration dates by jurisdiction:

Jurisdiction

NOL/Tax Credit Carryforward Amount

Expiration

(In thousands)

(year)

Domestic

Federal NOL (1)

53,953

Indefinite

State NOL

39,683

2045

State NOL

28,359

Indefinite

Foreign

United Kingdom

10,851

Indefinite

(1)The U.S. Federal net operating loss carryforwards for income tax purposes are carry forward indefinitely and are subject to an annual limitation of 80% of taxable income.

Deferred Tax Assets, Change in Valuation Allowance

The valuation allowance primarily relates to foreign tax credits and certain state interest expense carryforwards and other deferred tax assets.


	December 31,
	2025		2024
	(In thousands)
Valuation Allowance at Beginning of year	$	(4,480)	$	(1,809)
Additions charged to income tax benefit	(11,623)		(2,671)








Valuation Allowance at End of Year	$	(16,103)	$	(4,480)

Merger Transaction and Acquisition - Narrative (Details) $ / shares in Units, $ in Thousands						12 Months Ended
	Nov. 18, 2025 USD ($) shares	Mar. 11, 2025 $ / shares shares	Feb. 03, 2025 USD ($)	Aug. 21, 2024 USD ($) $ / shares shares	Aug. 20, 2024 USD ($) $ / shares shares	Dec. 31, 2025 USD ($) $ / shares shares	Mar. 13, 2025	Mar. 12, 2025 shares	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
Business Combination [Line Items]
Business combination, equity conversion ratio								1
Exchange ratio							0.204
Goodwill \| $						$ 134,848			$ 0	$ 0
Earnout and Forward Purchase Agreements
Business Combination [Line Items]
Proceeds from investment \| $				$ 8,000
Forward Purchase Agreements
Business Combination [Line Items]
Price per share (in dollars per share) \| $ / shares						$ 11.00
Number of shares issued (in shares)						(1,890,000)
Business Combination Agreement
Business Combination [Line Items]
Equity consideration \| $					$ 8,000
Cash held in trust \| $				$ 22,800
Minimum trading day period				20 days
Consecutive trading day period				30 days
Business Combination Agreement \| Minimum
Business Combination [Line Items]
Market price per share (in dollars per share) \| $ / shares				$ 15.00
Business Combination Agreement \| Second Tranche
Business Combination [Line Items]
Shares issued in acquisition (in shares)				5,050,000.00
Market price per share (in dollars per share) \| $ / shares				$ 20.00
Indian Ocean Rare Earth Metals Pte. Ltd.
Business Combination [Line Items]
Equity consideration \| $	$ 94,557
Total consideration \| $	197,671
Cash consideration \| $	103,114
Goodwill \| $	$ 134,848
Acquisition related cost \| $						$ 8,100
Less Common Metals Ltd.
Business Combination [Line Items]
Shares issued in acquisition (in shares)	6,540,000
Hatch Note
Business Combination [Line Items]
Converted shares (in shares)					680,000
Convertible Promissory Note
Business Combination [Line Items]
Percentage of forgiveness					50.00%
Common Stock
Business Combination [Line Items]
Issuance of preferred stock and warrants, net of issuance costs (in shares)					880,000
Price per share (in dollars per share) \| $ / shares					$ 12.00
Common Stock \| Forward Purchase Agreements
Business Combination [Line Items]
Cash \| $						$ 20,800
Common Stock \| Business Combination Agreement
Business Combination [Line Items]
Shares issued in acquisition (in shares)				10,100,000
Pre-Domestication Warrants
Business Combination [Line Items]
Warrant exercisable (in shares)								1
USARE Class A Preferred Investor Warrants
Business Combination [Line Items]
Gross cash proceeds \| $				$ 25,500
Subscription receivable \| $				$ 1,250
Aggregate purchase price \| $			$ 15,300
Issuance of preferred stock and warrants, net of issuance costs (in shares)					780,000
USA Rare Earth, Inc \| Investor warrants
Business Combination [Line Items]
Warrant exercisable (in shares)								0.5
Mr. Michael Blitzer
Business Combination [Line Items]
Percentage of forgiveness				50.00%
Common Units Class A
Business Combination [Line Items]
Warrant exercisable (in shares)								1
Common Units Class A \| Forward Purchase Agreements
Business Combination [Line Items]
Issuance of preferred stock and warrants, net of issuance costs (in shares)		1,890,000
Floor price (in dollars per share) \| $ / shares		$ 4.00
Common Stock
Business Combination [Line Items]
Converted shares (in shares)						4,550,000
Common Stock \| USA Rare Earth, Inc
Business Combination [Line Items]
Warrant exercisable (in shares)								1
Class A-1 And Class A-2
Business Combination [Line Items]
Exchange ratio							1
Series A Cumulative Convertible Preferred Stock Subject To Possible Redemption
Business Combination [Line Items]
Payment-in-kind percentage of series A cumulative convertible preferred stock subject to possible redemption						12.00%			12.00%
Series A Preferred Stock
Business Combination [Line Items]
Payment-in-kind percentage of series A cumulative convertible preferred stock subject to possible redemption						12.00%
Issuance of preferred stock and warrants, net of issuance costs (in shares)					780,000
Series A Preferred Stock \| Mr. Michael Blitzer
Business Combination [Line Items]
Issuance of preferred stock and warrants, net of issuance costs (in shares)					130,000
Earnout shares \| Business Combination Agreement
Business Combination [Line Items]
Shares issued in acquisition (in shares)				5,050,000.00

Segment Reporting (Tables)

12 Months Ended

Dec. 31, 2025

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

The following table sets forth information about the Company’s single reportable segment and the expenses reviewed by the CODM, including a reconciliation to the consolidated net loss:


	Year Ended December 31,
		2025		2024
		(In thousands)
Revenue		$	1,643	$	—
Cost of revenue		1,448		—


Selling, general and administrative costs
Employee and benefits		7,567		2,385
Share-based compensation		6,839		—
Consulting and professional services		21,764		5,812
Legal settlements		2,254		—




Other selling, general and administrative		4,711		1,047


Research and development costs
Employee and benefits		7,569		3,122
Consulting and professional services		2,628		1,167
Research and development		2,554		324
Facility and insurance		1,839		1,334



Other research and development		1,295		394













Other segment items (1)		239,699		807
Net loss		$	(298,524)	$	(16,392)

(1)Other segment items primarily consists of loss on fair market value of financial instruments, net, interest and dividend income, and interest expense and other income (loss), net.

Net Loss per Share (Tables)

12 Months Ended

Dec. 31, 2025

Earnings Per Share [Abstract]

Schedule of Income (Loss) Per Share Attributable to Holders of Common Stock

The following table sets forth the computation of the numerator and denominator for net loss per share attributable to holders of Common Stock.


	Year Ended December 31,
		2025		2024
		(In thousands, except for per share amounts)
Numerator
Net loss attributable to USA Rare Earth, Inc.		$	(297,559)	$	(15,735)



Declared and deemed dividends, and interest accretion		(26,954)		(8,170)




Undistributed net loss attributable to USA Rare Earth, Inc.		$	(324,513)	$	(23,905)

Denominator




Weighted average shares outstanding - basic and diluted		98,021		59,538













Net loss per share attributable to USA Rare Earth, Inc.
Basic and diluted		$	(3.31)	$	(0.40)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following table presents categories of shares that are excluded from the diluted per share computation as their effect would be anti-dilutive.


	Year Ended December 31,
		2025	2024
		(Shares in thousands)
12% Series A Cumulative Convertible Preferred Stock (1)		2,301	2,739
Series A warrants		2,446	3,000
Earnout shares		10,100	—

USARE LLC Class B Convertible warrants		—	1,699
USARE LLC Class C Convertible warrants		—	398

Incentive units		—	8,008





Total		14,847	15,844

(1)Represents the amount of potential common shares, if converted at each reported date.

Mezzanine and Stockholders’ Equity - Schedule of Activity Related to USARE LLC Warrants (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
USARE LLC Series A Investor Warrants
Units
Units, outstanding beginning balance (in shares)	3,000
Issuance of warrants - additional Class A Preferred (in shares)	2,279
Conversion to Series A Preferred Investor Warrant (in shares)	(5,279)
Units, outstanding ending balance (in shares)	0
Weighted Average Exercise Price
Weighted Average Exercise Price, outstanding (in dollars per share)		$ 12.00
Intrinsic Value
Intrinsic Value, outstanding		$ 0
USARE LLC Warrants to Acquire Class B Common Units
Units
Units, outstanding beginning balance (in shares)	8,315
Cashless exercise to Common B Units (in shares)	(8,315)
Units, outstanding ending balance (in shares)	0
Weighted Average Exercise Price
Weighted Average Exercise Price, outstanding (in dollars per share)		$ 0.24
Intrinsic Value
Intrinsic Value, outstanding		$ 16,000
USARE LLC Warrants to Acquire Class C Preferred Units
Units
Units, outstanding beginning balance (in shares)	1,949
Dividends (in shares)	19
Cashless exercise to Common B Units (in shares)	(1,968)
Units, outstanding ending balance (in shares)	0
Weighted Average Exercise Price
Weighted Average Exercise Price, outstanding (in dollars per share)		$ 1.06
Weighted Average Exercise Price, dividends (in dollars per share)	$ 1.73
Intrinsic Value
Intrinsic Value, outstanding		$ 1,956

Merger Transaction and Acquisition

12 Months Ended

Dec. 31, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Merger Transaction and Acquisition

IPXX Business Combination Agreement

On August 21, 2024, IPXX entered into the Business Combination Agreement, by and among IPXX, USARE LLC, and Merger Sub. Pursuant to the Business Combination Agreement, Merger Sub merged with and into USARE LLC, with USARE LLC continuing as the surviving company.

On March 12, 2025, as contemplated by the Business Combination Agreement, IPXX filed a notice of deregistration with the Cayman Islands Registrar of Companies and filed a certificate of incorporation and certificate of corporate domestication with the Delaware Secretary of State, pursuant to which IPXX was domesticated and continues as a Delaware corporation, changing its name to USA Rare Earth, Inc. (the “Domestication”). As a result of the Domestication, each issued and outstanding Class A ordinary share of IPXX automatically converted, on a one-for-one basis, into a share of the Company’s common stock and each of the issued and outstanding warrants to purchase Class A ordinary shares of IPXX automatically became a warrant exercisable for one share of Company’s common stock on the same terms as the pre-Domestication warrants. Additionally, each unit of IPXX issued and outstanding as of immediately prior to the Domestication was automatically canceled and each unit holder received one share of Company’s common stock and one-half of one warrant exercisable for one share of Company’s common stock on the same terms as the pre-Domestication warrants.

On March 13, 2025, the Company consummated the Merger Transactions contemplated by the Business Combination Agreement and USARE LLC became a direct wholly owned subsidiary of the Company. As a result of the Merger Transactions, all issued and outstanding Class A and Class B common units, Class C and Class C-1 preferred units, equity-based incentive units and warrants to acquire Class B common units and Class C preferred units of USARE LLC were converted into shares of the Company’s common stock using an exchange ratio of approximately 0.204. On the closing of the Merger, all incentive units were considered fully vested. The number of shares of the Company’s common stock issuable for USARE LLC warrants and incentive units was calculated using the treasury method of accounting on a cashless exercise basis. Additionally, all issued and outstanding Class A-1 and Class A-2 preferred units of USARE LLC taking into account certain anti-dilution provisions and payment-in-kind dividends on such units from the date of issuance through the Closing Date were converted on a one-for-one basis into shares of the Company’s 12% Series A Cumulative Convertible Preferred Stock. Warrants to acquire USARE LLC Class A common units issued to the holders of Class A-1 and Class A-2 Preferred units were converted into a right to acquire the Company’s common stock on a one-for-one basis.

As a result of the Merger, the Company is a holding company, in which substantially all of the assets and business are held by USARE LLC and its subsidiaries and continues to operate through USARE LLC and its subsidiaries. The Merger is accounted for as a reverse recapitalization in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”) and not as a business combination. Under U.S. GAAP, IPXX is treated as the acquired company for financial reporting purposes. Accordingly, for accounting purposes, the Merger was treated as the equivalent of USARE LLC issuing stock for the net assets of IPXX, accompanied by a recapitalization. USARE LLC has been determined to be the accounting predecessor to the combined entity.

In connection with the transactions contemplated by the Merger, the following funding events occurred prior to the Closing Date:

•On August 21, 2024, USARE LLC and certain accredited investors, including certain funds related to IPXX entered into Securities Purchase Agreements (“SPA”) for such investors to purchase (i) USARE LLC Class A Convertible Preferred Units and (ii) USARE LLC Class A Preferred Investor Warrants for gross cash proceeds of $25.5 million and a subscription receivable of $1.25 million for shares issued in exchange for forgiveness of 50% of Mr. Michael Blitzer’s, IPXX’s Chairman and Chief Executive Officer, promissory note at the Closing Date.

•On January 31, 2025, the Company and certain accredited investors, including USARE LLC Class A-2 Convertible Preferred Unit investors, Mr. Blitzer, and Collective Capital Management LLC entered into SPAs for such investors to purchase (i) USARE LLC Class A-2 Convertible Preferred Units and (ii) USARE LLC Class A Preferred Investor Warrants for an aggregate purchase price of approximately $15.3 million which closed on February 3, 2025.

Additionally, immediately prior to the effective time of the Merger, the following occurred:

•USARE LLC’s unvested incentive units became immediately vested and all vested incentive units were converted to the Company’s common stock, see Note 8, “Equity-Based Compensation;”

•USARE LLC’s warrants to purchase Class B Common Units and Class C Convertible Preferred Units were exercised on a cashless basis and converted to the Company’s common stock, see Note 7, “Mezzanine and Stockholders' Equity;”

•The Hatch Note (as defined below) converted into approximately 0.68 million of USARE LLC’s Class A Common Units, see Note 4, “Other Financial Information - Notes Payable;”

•The Company issued approximately 0.78 million 12% Series A Cumulative Convertible Preferred Stock and Series A warrants exercisable for an aggregate of approximately 0.78 million shares of the Company’s common stock at $12.00 per share pursuant to SPAs with two accredited investors, including an affiliate of IPXX, for an aggregate consideration of $8.0 million;

•The Company issued approximately 0.13 million shares of 12% Series A Cumulative Convertible Preferred Stock in exchange for Mr. Blitzer’s forgiveness of the remaining 50% of the convertible promissory note; and

•The Company issued approximately 0.88 million shares of the Company’s common stock pursuant to USARE LLC’s arrangements with Cohen & Company Securities, LLC (fka J.V.B. Financial Group, LLC) (“CCS”).

The following table presents a summary of the number of equity instruments outstanding immediately following the closing of the Merger and the PIPE investment.

(In thousands)

Common Stock

Pre-merger shares

60,273

Shares issued in reverse merger recapitalization

21,679

Total Common Stock

81,952

12% Series A Cumulative Convertible Preferred Stock

Pre-merger shares

4,318

Shares issued in reverse merger recapitalization

915

Total 12% Series A Cumulative Convertible Preferred Stock

5,233

Total shares

87,185

In connection with the Merger, approximately $22.8 million of cash held in trust, net of redemptions by IPXX’s public shareholders, became available for use by the Company as well as $8.0 million in proceeds received from the closing of the PIPE investment. In addition, the Company incurred certain earnout shares obligations and entered into forward purchase agreements discussed further below.

The following table presents the net proceeds from the Merger.


	Amount
	(In thousands)
Sources
Cash - PIPE investment	$	8,000
Cash - IPXX Trust Account	22,843
Cash - IPXX Op Account (Blitzer note)	24
Total Cash in IPXX going into the Merger	$	30,867

Uses
Transaction costs allocated to equity	$	(8,331)
FPA Prepayments	(20,789)
Other Expenses and Prepayments	(1,658)
Total cash used immediately after the merger	$	(30,778)

Net cash to USARE LLC	$	89

Transaction costs allocated to equity	$	350
Net cash used by USARE LLC	(350)
	$	—

Earnout Liabilities

In connection with the closing of the Merger, USARE is required to issue to certain USARE LLC shareholders as of the effective date of the Merger and CCS, up to 10.1 million additional shares of Common Stock in two (2) tranches (the “Earnout Shares”) upon certain triggering events (the “Triggering Events”):

•The first tranche of 5.05 million Earnout Shares would be distributed if, during the time period beginning on the date of the first anniversary of the Closing Date and ending on the date of the sixth anniversary of the Closing Date (the “Earnout Period”), the market price of the Common Stock is greater than or equal to $15.00 per share for a period of at least twenty out of thirty consecutive trading days.

•The second tranche of 5.05 million Earnout Shares would be distributed if, during the Earnout Period, the market price of the Common Stock is greater than or equal to $20.00 per share for a period of at least twenty out of thirty consecutive trading days.

The aggregate Earnout Shares may also vest upon a change of control as defined in the Business Combination Agreement pursuant to which USARE or its shareholders have the right to receive consideration if the implied value per share of Common Stock is equal to or above such price targets, with the amount of such consideration dependent upon the implied per share value reaching the thresholds discussed above.

Management considered the guidance within Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging, and determined that the contractual requirement to issue the Earnout Shares meets the definition of a derivative. Management next considered whether or not the Earnout Shares meet the requirements for the scope exception under the “Own Equity” scope exception in ASC 815 for contracts indexed to an entity’s own equity. The change of control clause in the Business Combination Agreement represents an exercise contingency related to an event outside of the Company’s control, which is not based on an observable market or an observable index. The obligation to issue the Earnout Shares that includes exercise contingencies that are outside the control of the Company are classified as liabilities and excluded from equity classification. Instruments not classified in equity do not meet the “Own Equity” scope exception.

The Earnout Shares are classified as liabilities and no additional analysis under ASC 815 is required. The Merger is accounted for as a reverse recapitalization and the Earnout Shares represent consideration of IPXX securities that are being transferred to the holders of the Company. As such, the Earnout Shares are recorded through the recapitalization of equity within additional paid-in capital upon recognition and are remeasured on a recurring basis. See Note 3, “Fair Value Measurements,” for further information.

The Earnout Period has not commenced as of December 31, 2025, and therefore, none of the Triggering Events have occurred.

Forward Purchase Agreements

On March 11, 2025, IPXX entered into forward purchase agreements (“FPAs”) with three separate investors (“Sellers”) pursuant to which the Sellers agreed to hold up to a total of approximately 1.89 million publicly held IPXX Class A ordinary shares (“Public Shares”) in connection with the closing of the Merger. Each FPA amended, restated and superseded in its entirety a separate FPA with each of the Sellers, dated March 10, 2025, which had identical terms to those described herein, except that the Reset Price (as defined in the FPAs) was not subject to a floor price of $4.00. For purposes of the FPAs, the Public Shares held by each of the Sellers are referred to as such Seller’s “Maximum Shares.” Each Seller, acting separately and solely for its own account, was permitted, if necessary, to (i) reverse its previous election to redeem its Public Shares in connection with the Merger Transactions pursuant to the redemption rights set forth in IPXX’s amended and restated memorandum and articles of association or (ii) purchase Public Shares through a broker in the open market from holders of Public Shares (other than IPXX), including from holders who previously elected to redeem their Public Shares in connection with the Merger Transactions pursuant to the redemption rights set forth in IPXX’s amended and restated memorandum and articles of association. The aggregate number of Public Shares subject to each FPA investor (the “FPA Shares”) was the aggregate number of Public Shares as notified to the Company by the applicable Seller, but in no event more than such Seller’s Maximum Shares set forth above. Each Seller notified the Company that it would subject the Maximum Shares to their respective FPAs. Prior to the date that was 90 days after the Closing Date (the “Maturity Date”), each Seller was permitted to sell any, or all, of their FPA Shares.

On various dates between the Closing Date of the Merger and December 31, 2025, the Sellers exercised their early termination rights under the FPAs with respect to approximately 1.89 million FPA Shares. As of December 31, 2025, all FPAs have been terminated. Upon the early termination of the FPAs, the Sellers remitted cash to the Company at the initial price of $11.00 per each FPA share, resulting in cash proceeds received in the amount of $20.8 million from the Sellers, which was recorded as a reduction of the subscription receivable at the fair value of the terminated shares on the date of termination with an offset to additional paid-in capital.

Acquisition of Indian Ocean Rare Earth Metals Pte. Ltd.

On November 18, 2025 (“Acquisition Date”), Laconia Acquisition Sub Limited, a wholly owned subsidiary of the Company, acquired Indian Ocean Rare Metals Pte. Ltd. (“IORM”). The acquisition of IORM is expected to enhance the Company’s industry relationships, secure reliable sources of critical rare earth metals and alloys used in magnet production, improve control over the supply chain and associated costs, support sustainable recycling initiatives for rare earth materials, and provide access to alternative low-cost feedstock. IORM’s operating subsidiary, Less Common Metals Ltd. (“Less Common Metals”), primarily manufactures and sells strip cast metals to customers in the U.S. and Europe.

Purchase Price

The aggregate purchase price of the IORM acquisition was $197.7 million, consisting of $103.1 million in cash funded with existing cash and 6.54 million newly issued shares of the Company’s common stock with a fair value of $94.6 million. The fair value of the newly issued shares of the Company’s common stock was determined based on the closing market price of the Company’s shares of common stock on the date of the acquisition.


	November 18, 2025
	(In thousands)
Cash consideration	$	103,114
Equity consideration	94,557
Total purchase price	$	197,671

Assets Acquired and Liabilities Assumed at Fair Value

The IORM acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations, using the acquisition method of accounting which requires that assets acquired and liabilities assumed be recognized at their fair values as of the Acquisition Date.

The following table sets forth the components and the allocation of the purchase price for the business combination and summarizes the fair values of the assets acquired and liabilities assumed at the Acquisition Date.


	November 18, 2025
	(In thousands)
Cash and cash equivalents	$	905
Accounts receivable	3,165
Inventory	15,329





Other current assets	1,110
Property and equipment	10,593




Intangible assets	69,290
Total assets acquired	100,392



Accounts payable and accrued liabilities	(7,597)
Contract liabilities	(10,976)
Loans	(1,515)
Deferred tax liability	(16,876)
Asset retirement obligation	(605)
Total liabilities assumed	(37,569)

Net assets acquired	62,823
Goodwill	134,848
Total purchase price	$	197,671

Valuation Methodologies

The fair values of assets acquired and liabilities assumed were determined in accordance with the fair value measurement principles of ASC 820, Fair Value Measurement, using market‑participant assumptions. The Company applied a combination of income, market, and cost approaches, depending on the nature of each asset or liability, as described below.

•Cash and cash equivalents. Measured at carrying value, which approximates fair value due to short-term maturities.

•Accounts receivable. Measured at fair value using an expected cash flow approach. Based on credit quality, historical loss experience, customer aging, and subsequent collections through the valuation cut‑off, expected credit losses were assessed as immaterial; therefore, gross receivables approximated fair value and no allowance was recorded at the acquisition date.

•Inventory. Finished goods were valued at estimated selling prices less costs of disposal and a reasonable profit allowance for the selling effort. Work-in-process inventory was valued at estimated selling prices less costs to complete, costs of disposal and a reasonable profit allowance for the completion and selling effort, or at estimated replacement costs for certain components. Raw materials were valued at the lower of the at purchased cost or replacement costs.

•Property and equipment. The property, plant and equipment acquired were valued using either the replacement cost or market value approach, as appropriate, as of the date of acquisition.

•Intangible assets.

◦Customer relationships. The fair value of the intangible asset acquired was estimated using an income approach.

◦Supplier relationship. The fair value of the intangible asset acquired was estimated using the with and without method, which is a type of incremental income method approach. This method assumes that the value of the intangible asset is equal to the difference between the present value of the prospective cash flows with the intangible asset in place and the present value of the prospective cash flows without the intangible asset.

◦Trade name. The fair value of the intangible asset acquired was estimated using the relief from royalty method. This method is a specific application of the discounted cash flow method, which is a form of the income approach to valuation. It is based on the principle that ownership of the intangible asset relieves the owner of the need to pay a royalty to another party in exchange for rights to use the asset.

◦Know-how. The fair value of the intangible asset acquired was estimated using the relief from royalty method. This method is a specific application of the discounted cash flow method, which is a form of the income approach to valuation. It is based on the principle that ownership of the intangible asset relieves the owner of the need to pay a royalty to another party in exchange for rights to use the asset.

•Accounts payable and accrued liabilities. Recorded at carrying value given short-term settlement periods.

•Contract liabilities. Contract liabilities are customer deposits that are measured at fair value and represent advance payments for undelivered goods or services, the fair value does not include any historical contract margin earned by the acquiree.

•Loans. Recorded at the amount owed as the contractual interest rate equals a current market-participant rate.

•Deferred tax liability. Measured using enacted statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. No separate valuation allowance is recorded for deferred tax liabilities.

•Asset retirement obligation. Valued at an appraisal‑based rate adjusted for inflation.

•Goodwill. Attributable primarily to the revenue synergies expected from combining the operations of both entities, and intangible assets that do not qualify for separate recognition, including the existing workforce acquired through the acquisition.The Company does not expect goodwill to be tax deductible.

Intangible Assets Acquired

The following table presents the components of the fair value of intangible assets acquired as of the date of acquisition, along with their estimated useful lives:


Intangible assets	Fair Value		Weighted Average Useful Life
	(In thousands)		(Years)
Trade name	$	7,245	15.0
Customer relationship	11,856		20.0
Supplier relationship	33,986		10.0
Know-how	16,203		17.0
Total identifiable intangible assets	$	69,290	13.8

Acquisition-related Costs

Acquisition-related costs consist of legal and professional service fees and expenses for acquisition-related activities. The Company incurred acquisition-related costs of $8.1 million during the year ended December 31, 2025, which are shown in Selling, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss.

Pro Forma

The following table presents the unaudited, pro forma consolidated results of operations for the years ended December 31, 2025 and 2024, as if the business combination had occurred at the beginning of fiscal year 2024. The pro forma information provided below is compiled from the pre-acquisition financial information of IORM. The pro forma results are not necessarily indicative of (i) the results of operations that would have occurred had the operations of this acquisition actually been acquired at the beginning of fiscal year 2024 or (ii) future results of operations.


	Year Ended December 31,
	2025		2024
	(Unaudited, in thousands)
Revenue (1)	$	13,752	$	10,080
Net loss	(304,517)		(23,213)

(1)Since the acquisition of IORM on November 18, 2025, the Consolidated Statement of Operations and Comprehensive Loss for the year ended December 31, 2025 includes revenue of $1.6 million and losses of $6.0 million related to IORM.

- Definition

The entire disclosure for business combination.

+ References

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+ Details

Commitment and Contingencies (Tables)

12 Months Ended

Dec. 31, 2025

Commitments and Contingencies Disclosure [Abstract]

Schedule of Supplemental Balance Sheet Information

The following table presents the finance and operating leases.



	December 31,
	2025		2024

	(In thousands)
Assets
Finance leases, included in property, plant and equipment, net	$	1,043	$	—
Operating lease right-of-use assets	321		30






Total	$	1,364	$	30

Liabilities
Finance leases, current	$	283	$	—
Finance leases, non-current	592		—
Total finance lease liabilities	875		—

Operating leases, current	137		23
Operating leases, non-current	185		—
Total operating lease liabilities	322		23


Total lease liabilities	$	1,197	$	23

Schedule of Active Finance Leases

The following table presents the active finance leases at December 31, 2025 and the amounts recognized in the Company’s Consolidated Balances at lease commencement.

Equipment Location

Purpose

Expiration

Property & Equipment

Finance Lease Liability

(In thousands)

Stillwater, OK

Lab Equipment

Mar 2029

765

673

Stillwater, OK

Lab Equipment

Mar 2029

152

133

Stillwater, OK

Lab Equipment

Mar 2028

316

245

Schedule of Material Property Leases

The following table presents certain facts regarding the Company’s material property leases as of December 31, 2025.

Location

Purpose

Expiration

Option to Extend (1)

ROU Asset Value at Commencement

(In thousands)

Wheat Ridge, CO

Office/Warehouse

Mar 2028

163

Wheat Ridge, CO

Office/Warehouse

Mar 2028

264

(1)Number of renewal options(s) / number of year(s) per renewal option.

*No option to extend the lease at termination.

Schedule of Finance and Operating Lease Activity

The following table presents the finance and operating lease activities.



	December 31,
		2025		2024
		(In thousands)
Finance Lease
Right-of-use assets acquired		$	1,233	$	—
Amortization expense		190		—
Interest expense		34		—
Cash paid (1)		211		—

Operating Lease
Right-of-use asset acquired		$	427	$	36
Lease expense		158		36
Cash paid (1)		155		58

(1)Cash paid for amounts included in the measurement of lease liabilities.

The following table presents certain information related to the weighted-average remaining lease terms (in years) and weighted-average discount rates used to value acquired right-of-use assets.



	December 31,
	2025	2024


Finance Leases
Remaining lease term (years)	3.00	—
Discount rate	4.40%	—%

Operating Leases
Remaining lease term (years)	2.25	0.29
Discount rate	4.30%	8.76%

Schedule of Future Minimum Finance Lease Payments

The following table presents future minimum lease payments under non-cancelable finance and operating leases on an annual undiscounted cash flow basis as of December 31, 2025.


	Finance Leases		Operating Leases
	(In thousands)
Year Ending December 31,
2026	$	316	$	148
2027	316		152
2028	247		38
2029	55		—


Total lease payments	934		338
Less imputed interest	(59)		(16)
Present value of future minimum lease payments	$	875	$	322

Schedule of Future Minimum Operating Lease Payments

The following table presents future minimum lease payments under non-cancelable finance and operating leases on an annual undiscounted cash flow basis as of December 31, 2025.


	Finance Leases		Operating Leases
	(In thousands)
Year Ending December 31,
2026	$	316	$	148
2027	316		152
2028	247		38
2029	55		—


Total lease payments	934		338
Less imputed interest	(59)		(16)
Present value of future minimum lease payments	$	875	$	322

Merger Transaction and Acquisition - Schedule of Equity Instruments Outstanding (Details) - shares shares in Thousands	Dec. 31, 2025	Dec. 31, 2024	Aug. 21, 2024
Merger Transaction - Schedule of Equity Instruments Outstanding (Details) [Line Items]
Common stock, shares outstanding (in shares)	148,055	60,091
Total shares (in shares)			87,185
Series A Cumulative Convertible Preferred Stock Subject To Possible Redemption
Merger Transaction - Schedule of Equity Instruments Outstanding (Details) [Line Items]
Payment-in-kind percentage of series A cumulative convertible preferred stock subject to possible redemption	12.00%	12.00%
Common Stock
Merger Transaction - Schedule of Equity Instruments Outstanding (Details) [Line Items]
Common stock, shares outstanding (in shares)	148,055	60,091	81,952
Preferred Stock
Merger Transaction - Schedule of Equity Instruments Outstanding (Details) [Line Items]
Total shares (in shares)			5,233
Pre-merger shares \| Common Stock
Merger Transaction - Schedule of Equity Instruments Outstanding (Details) [Line Items]
Common stock, shares outstanding (in shares)			60,273
Pre-merger shares \| Preferred Stock
Merger Transaction - Schedule of Equity Instruments Outstanding (Details) [Line Items]
Total shares (in shares)			4,318
Shares issued in reverse merger recapitalization \| Common Stock
Merger Transaction - Schedule of Equity Instruments Outstanding (Details) [Line Items]
Common stock, shares outstanding (in shares)			21,679
Shares issued in reverse merger recapitalization \| Preferred Stock
Merger Transaction - Schedule of Equity Instruments Outstanding (Details) [Line Items]
Total shares (in shares)			915

Merger Transaction and Acquisition - Schedule of Business Acquisition, Pro Forma Information (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Business Combination [Line Items]
Revenue		$ 1,643	$ 0
Net loss		(298,524)	(16,392)
Indian Ocean Rare Earth Metals Pte. Ltd.
Business Combination [Line Items]
Pro Forma Revenue		13,752	10,080
Pro Forma Net loss		$ (304,517)	$ (23,213)
Revenue	$ 1,600
Net loss	$ (6,000)

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

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Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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+ Details

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2025

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value Recurring Basis

The following table presents the financial assets measured on a recurring basis by contractual maturity, including pricing category, amortized cost, gross unrealized gains and losses, and fair value. The Company has no Level 1 and Level 2 financial liabilities measured on a recurring basis.


		December 31, 2025								December 31, 2024
	Pricing Category	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
		(In thousands)

Money market funds	Level 1	$	353,841	$	—	$	—	$	353,841	$	15,709	$	—	$	—	$	15,709

The following table presents the Level 3 financial liabilities measured on a recurring basis. The Company has no Level 3 financial assets measured on a recurring basis.



		December 31,
		2025		2024

	(In thousands)











Liabilities:
Derivative liability		$	—	$	1,164
Earnout liabilities		108,671		—
Warrant liabilities		19,534		—






Total liabilities		$	128,205	$	1,164

Schedule of Fair Value of Measurement Inputs

The following table summarizes the significant inputs to value the derivative liability.


	February 26, 2025 (1)	December 31, 2024
Class C-1 unit price	n/a	$1.47
Class A common unit price	$2.16	n/a
Expected volatility	55.0% - 59.1%	55.0% - 59.1%
Risk-free rate	4.20% - 4.34%	4.20% - 4.34%
Credit risk spread	0.29	0.29
Remaining term (in years)	0.2 - 0.57	0.2 - 0.57

(1)The Hatch Note was settled on February 26, 2025, and therefore, no further remeasurement was performed after the settlement date.

The following table summarizes the significant inputs to value the Earnout Shares liability.


			December 31, 2025
Share price			$11.90
Expected volatility			70.1%
Risk-free interest rate			3.70%
Remaining term (in years)			5.2

The following table summarizes the significant inputs to value the Series A Investor Warrants liability.


			December 31, 2025
Share price			$11.90
Exercise price (1)			$7.00
Expected volatility			67.3%
Risk-free rate			3.6%
Dividend yield			—%
Put term (in years)			4.2

(1)On May 2, 2025, the exercise price of this warrant was reset from $12.00 to $7.00.

The following table summarizes the significant inputs to value the Common Stock warrants liability at issuance. Upon exercise, the Company recognized the fair value based upon the intrinsic value at the time of exercise.


									May 2, 2025
Share price									$10.31
Exercise price									$7.00
Expected volatility									140.0%
Risk-free rate									4.2%
Dividend yield									—%
Put term (in years)									5.4

The assumptions used in determining the fair value of incentive units are as follows. The Company did not grant any incentive units in fiscal year 2025.


									Year Ended December 31, 2024


Expected volatility									67.1%
Expected dividends									—
Risk-free interest rate									4.2% - 4.3%
Remaining term (in years)									1 - 5 Years

Schedule of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation

The following table presents the reconciliation of the derivative liability measured at fair value on a recurring basis.



	Year Ended December 31,
		2025		2024

		(In thousands)
Beginning balance		$	1,164	$	420

Change in estimated fair value (1)		(716)		744
Settlement of the Note upon conversion		(448)		—


Ending balance		$	—	$	1,164

(1)Change in estimated fair value is recognized in Loss on fair market value of financial instruments, net in the Consolidated Statements of Operations and Comprehensive Loss.

The following table presents the reconciliation of the Earnout Shares liability measured at fair value on a recurring basis. See Note 2, “Merger Transaction and Acquisition - IPXX Business Combination Agreement,” for additional information regarding the Earnout Shares liability.


	December 31,
		2025		2024
		(In thousands)
Beginning balance		$	—	$	—
Establishment of liability at March 13, 2025		99,639		—
Change in estimated fair value (1)		9,032		—



Ending balance		$	108,671	$	—

(1)Change in estimated fair value is recognized in Loss on fair market value of financial instruments, net in the Consolidated Statements of Operations and Comprehensive Loss.

The following table presents the reconciliation of the Series A Investor Warrants liability measured at fair value on a recurring basis.


	December 31,
		2025		2024
		(In thousands)
Beginning balance		$	—	$	—
Establishment of liability at March 13, 2025		40,652		—
Change in estimated fair value (1)		37,549		—
Warrant exercises		(58,667)		—


Ending balance		$	19,534	$	—

(1)Change in estimated fair value is recognized in Loss on fair market value of financial instruments, net in the Consolidated Statements of Operations and Comprehensive Loss.

The following table presents the reconciliation of the Common Stock warrants liability measured at fair value on a recurring basis.


	December 31,
		2025		2024
		(In thousands)
Beginning balance		$	—	$	—
Establishment of liability at May 2, 2025		84,807		—
Change in estimated fair value (1)		58,138		—
Warrant exercises		(142,945)		—


Ending balance		$	—	$	—

(1)Change in estimated fair value is recognized in Loss on fair market value of financial instruments, net in the Consolidated Statements of Operations and Comprehensive Loss.

The following table presents the reconciliation of the Prefunded warrants liability measured at fair value on a recurring basis.


	December 31,
		2025		2024
		(In thousands)
Beginning balance		$	—	$	—
Establishment of liability at May 2, 2025		22,309		—
Change in estimated fair value (1)		1,396		—
Warrant exercises		(23,705)		—


Ending balance		$	—	$	—

(1)Change in estimated fair value is recognized in Loss on fair market value of financial instruments, net in the Consolidated Statements of Operations and Comprehensive Loss.

- Definition

Tabular disclosure of the fair value measurement of assets using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets) and gains or losses recognized in other comprehensive income (loss), and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs), by class of asset.

+ References + Details

Income Taxes -Schedule of Components of Provisions For Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Current:
Foreign	$ 2	$ 0
Deferred:
Foreign	(162)	0
Benefit from taxes	$ (160)	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References

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+ Details

Other Financial Information - Schedule of Notes Payable (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Note Payable [Line Items]
Total notes payable	$ 1,849	$ 831
Hatch Note
Note Payable [Line Items]
Total notes payable	0	831
Barclays Trade Loan
Note Payable [Line Items]
Total notes payable	$ 1,849	$ 0

Variable Interest Entity - Schedule of Consolidated Balance Sheets (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	$ 359,925	$ 16,761
Prepaid expenses and other current assets	3,151	378
Operating lease right-of-use assets	321	30
Property, plant and equipment, net	85,406	26,529
Total assets	694,999	69,069
Finance leases, current	283	0
Operating leases, current	137	23
Finance leases, non-current	875	0
Total liabilities	191,808	15,125
VIE
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	38	66
Prepaid expenses and other current assets	106	178
Operating lease right-of-use assets	321	30
Mineral interests	17,339	17,125
Property, plant and equipment, net	201	264
Other non-current assets	27	20
Total assets	18,032	17,683
Accounts payable	61	42
Accrued liabilities	469	141
Finance leases, current	137	0
Operating leases, current	0	22
Finance leases, non-current	185	0
Total liabilities	$ 852	$ 205

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Income Taxes - Change in the Valuation Allowance for Deferred Tax Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Deferred Tax Assets Valuation Allowance [Roll Forward]
Valuation Allowance at Beginning of year	$ (4,480)	$ (1,809)
Additions charged to income tax benefit	(11,623)	(2,671)
Valuation Allowance at End of Year	$ (16,103)	$ (4,480)

Organization (Details)	Dec. 31, 2025	Dec. 31, 2024
Series A Cumulative Convertible Preferred Stock Subject To Possible Redemption
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of the Related Asset (Details) [Line Items]
Payment-in-kind percentage of series A cumulative convertible preferred stock subject to possible redemption	12.00%	12.00%
Land improvements \| Minimum
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of the Related Asset (Details) [Line Items]
Useful Life	20 years
Land improvements \| Maximum
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of the Related Asset (Details) [Line Items]
Useful Life	30 years
Buildings \| Minimum
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of the Related Asset (Details) [Line Items]
Useful Life	10 years
Buildings \| Maximum
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of the Related Asset (Details) [Line Items]
Useful Life	39 years
Building improvements
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of the Related Asset (Details) [Line Items]
Useful Life	15 years
Manufacturing equipment \| Minimum
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of the Related Asset (Details) [Line Items]
Useful Life	2 years
Manufacturing equipment \| Maximum
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of the Related Asset (Details) [Line Items]
Useful Life	25 years
Lab equipment \| Minimum
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of the Related Asset (Details) [Line Items]
Useful Life	5 years
Lab equipment \| Maximum
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of the Related Asset (Details) [Line Items]
Useful Life	25 years
Furniture & fixtures \| Minimum
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of the Related Asset (Details) [Line Items]
Useful Life	3 years
Furniture & fixtures \| Maximum
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of the Related Asset (Details) [Line Items]
Useful Life	5 years
Leasehold Improvements
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of the Related Asset (Details) [Line Items]
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]	Useful Life, Lease Term [Member]

Other Financial Information - Schedule of Extinguishment of Debt (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Note Payable [Line Items]
Amortization of discount on note payable	$ 0	$ 211
Senior Convertible Promissory Note
Note Payable [Line Items]
Amortization of discount on note payable	$ 54	$ 211

Fair Value Measurements - Schedule of Level 3 of the Fair Value Hierarchy Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	8 Months Ended	10 Months Ended	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Derivative liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance/initial balance			$ 1,164	$ 420
Change in estimated fair value			(716)	744
Settlement of the Note upon conversion			(448)	0
Ending balance	$ 0	$ 0	0	1,164
Earnout liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance/initial balance		99,639	0	0
Change in estimated fair value		9,032		0
Ending balance	108,671	108,671	108,671	0
Warrant liabilities \| Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance/initial balance		40,652	0	0
Change in estimated fair value		37,549		0
Warrant exercises		(58,667)		0
Ending balance	19,534	19,534	19,534	0
Common Stock warrant \| Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance/initial balance	84,807		0	0
Change in estimated fair value	58,138			0
Warrant exercises	(142,945)			0
Ending balance	0	0	0	0
Prefunded warrant
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance/initial balance	22,309		0	0
Change in estimated fair value	1,396			0
Warrant exercises	(23,705)			0
Ending balance	$ 0	$ 0	$ 0	$ 0

Government Grants	12 Months Ended
Government Grants	Dec. 31, 2025
Government Assistance [Abstract]
Government Grants	Government Grants Tax Incremental Financing On June 6, 2022, the Company executed a Tax Increment Financing Agreement (the “TIF Agreement”) with the Stillwater Economic Development Authority (the “Authority”), a public trust having as its beneficiary the City of Stillwater, Oklahoma (the “City”), whereby the Authority will provide upfront development financing assistance to the Company of up to $7.0 million for the development of the Stillwater Facility (the “Upfront Assistance”). Additionally, entry into the TIF Agreement made USARE LLC eligible to receive a manufacturing and research and development Ad Valorem Tax Exemption for a period of five years and thereafter requires the Authority to disburse to the Company 90% of the incremental Ad Valorem taxes generated by the Ad Valorem taxes assessed against the Stillwater Facility and paid by the Company. Under the terms of the TIF Agreement, among other things, the Company is required to complete the Stillwater Facility and in doing so to make an investment of approximately $140.0 million and to employ a specified number of employees at specified levels of median compensation at various stages of the development. Subject to agreed extensions, USARE LLC is also required to commence certain phases of the development of the Stillwater Facility by no later than March 31, 2026 and complete that advanced development by no later than June 30, 2027. Should the Company default on its obligations under the Stillwater Redevelopment Agreement, the Authority may terminate the agreement and make demand for immediate repayment in full of the Upfront Assistance. As of December 31, 2025 and December 31, 2024, the Company recorded $7.0 million of deferred grant income related to cash received to date as part of the TIF Agreement, all of which is noncurrent as a component of Deferred grants. As of December 31, 2025, the Company has not recognized any of the deferred grant income amounts in profit or loss related to the TIF Agreement as the associated long-lived assets requirement and employment obligations have not been met. The Company filed the Ad Valorem Tax Exemption application for the year ending December 31, 2023, in March of 2023. Approval was received November 14, 2023 from the Stillwater Economic Development Authority for the Five-Year Ad Valorem Tax Exemption. As such, the Company has not incurred any real and personal ad valorem taxes to date. Governor’s Fund On April 15, 2022, the Company entered into an agreement with the Oklahoma Department of Commerce to receive a $1.2 million award to be used for the renovation of an existing building at the Stillwater Facility (the “Governor’s Fund Agreement”), to be paid in $0.6 million increments when the Company had cumulatively spent $1.0 million and $2.0 million by March 31, 2023 and May 31, 2023, respectively, in qualifying costs related to developing the Stillwater Facility. Per the terms of the Governor’s Fund Agreement, the award is subject to repayment if the Company does not comply with certain investment requirements and employee headcount and compensation standards. During 2022, the Company incurred qualifying costs that exceeded the cumulative $2.0 million threshold specified in the contract. The total award of $1.2 million was requested and received by the Company on April 6, 2022 and was recorded as deferred grant income at the time, which will be recognized over the useful life of the related assets once placed in service.

Merger Transaction and Acquisition - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Nov. 18, 2025	Dec. 31, 2024	Aug. 21, 2024	Dec. 31, 2023
Business Combination [Line Items]
Cash and cash equivalents				$ 89
Goodwill	$ 134,848		$ 0		$ 0
Indian Ocean Rare Earth Metals Pte. Ltd.
Business Combination [Line Items]
Cash and cash equivalents		$ 905
Accounts receivable		3,165
Inventory		15,329
Other current assets		1,110
Property and equipment		10,593
Intangible assets		69,290
Total assets acquired		100,392
Accounts payable and accrued liabilities		(7,597)
Contract liabilities		(10,976)
Loans		(1,515)
Deferred tax liability		(16,876)
Asset retirement obligation		(605)
Total liabilities assumed		(37,569)
Net assets acquired		62,823
Goodwill		134,848
Total purchase price		$ 197,671

Other Financial Information - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Payroll and related employee taxes	$ 2,659	$ 1,908
Construction in progress	6,302	323
Legal	1,668	99
Asset retirement obligation	700	0
Other	2,744	741
Accrued liabilities	$ 14,073	$ 3,071

Other Financial Information - Schedule of Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 87,046	$ 27,731
Less: Accumulated depreciation	(1,640)	(1,202)
Property, plant and equipment, net	85,406	26,529
Finance lease right-of-use assets	1,233	0
Less: Accumulated amortization	(190)	0
Finance lease-right-of-use assets, net	1,043	0
Total property, plant and equipment, net	86,449	26,529
Building construction costs	30,300	15,700
Equipment costs	29,100	10,000
Land
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	707	707
Land improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	403	403
Buildings
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	7,038	0
Building improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	2,566	0
Manufacturing equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	12,404	0
Lab equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	3,724	500
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	795	346
Furniture & fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	46	0
Computer equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	13	0
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 59,350	$ 25,775

Concentrations - Schedule of Major Raw Material Supply Vendors (Details) - Inventories - Supplier Concentration Risk	12 Months Ended
	Dec. 31, 2025
Vendor 1
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	81.00%
All other supply vendors
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	19.00%

- Definition

For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the "benchmark" (or denominator) in the equation, this concept represents the concentration percentage derived from the division.

+ References + Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

Other Financial Information - Schedule of Amortization Expense (Details) $ in Thousands	Dec. 31, 2025 USD ($)
Finite-Lived Intangible Assets [Line Items]
Total amortization of other intangible assets	$ 678
Trade name
Finite-Lived Intangible Assets [Line Items]
Total amortization of other intangible assets	60
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Total amortization of other intangible assets	74
Supplier relationships
Finite-Lived Intangible Assets [Line Items]
Total amortization of other intangible assets	425
Know-how
Finite-Lived Intangible Assets [Line Items]
Total amortization of other intangible assets	$ 119

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Other Financial Information - Schedule of Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Raw materials	$ 16,532	$ 0
Work-in-process	772	0
Finished goods	1,231	0
Total Inventories	$ 18,535	$ 0

Equity-Based Compensation

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

Equity-Based Compensation

Incentive Plans

2024 Omnibus Incentive Plan

The Company has reserved 13.0 million shares of Common Stock for issuance pursuant to the 2024 Omnibus Incentive Plan (the “2024 Incentive Plan”), and the maximum number of units that may be issued pursuant to the vesting of incentive awards under the 2024 Incentive Plan is 13.0 million units, subject to certain adjustments. Each unit represents the right to receive one share of Common Stock. The 2024 Incentive Plan authorizes the awards of several types of equity compensation including stock options, restricted stock units (“RSU”), stock appreciation rights, performance awards (“PRSU”) and other stock-based compensation.

Restricted Stock Units

RSUs outstanding at December 31, 2025 generally vest 33⅓% annually over three years from date of grant and are dependent upon continued employment. Non-employee board of director grants generally vest one year after the date of grant or on the date of the annual stockholders’ meeting following the date of grant, whichever date occurs first. As RSU vest, the units will be settled in shares of common stock based on a one-to-one ratio.

Performance Restricted Stock Units

PRSU outstanding at December 31, 2025 generally vest upon achievement of key non-financial or non-stock dependent performance metrics as detailed in the grant agreement and are also dependent upon continued employment. As PRSU vest, the units will be settled in shares of common stock based on a one-to-one ratio.

USARE LLC Incentive Plan

USARE LLC issued incentive units under the Amended and Restated Incentive Plan dated May 1, 2020 and the Second Amended and Restated Equity Incentive Plan dated August 26, 2022 and amended November 2, 2022 and February 10, 2024 (the “Legacy Incentive Plan”). The incentive units were intended to constitute “profit interests” within the meaning of the U.S. Internal Revenue Service (“IRS”) Revenue Procedures 93-27 and 2001-43 (or the corresponding requirements of any subsequent guidance promulgated by the IRS or other applicable law). The rights and preferences of the incentive units were defined in the respective incentive unit agreements. The Company did not forfeit or grant any new incentive units under the Legacy Incentive Plan as of the closing date of the Merger. In addition, the Legacy Incentive Plan is closed and no new grants will be awarded under this plan.

Fair Value Assumptions

Restricted Stock Unit. The fair value of RSU granted to employees is based on the Company’s common stock price on the date of grant.

Performance Restricted Stock Unit. The fair value of PRSU granted to employees is based on the Company’s common stock price on the date of grant.

Incentive Units. USARE LLC utilized an independent valuation company to estimate the fair value of the underlying equity units into which the incentive units granted under the Legacy Incentive Plan would be converted. During the year ended December 31, 2024, the Company then used this valuation in a Black-Scholes pricing model to determine the fair value of the incentive units granted. The Black-Scholes pricing method is considered to be a Level 3 fair value measurement requiring highly judgmental assumptions including expected volatility. The expected volatility was estimated by taking the average historical price volatility for industry peers, consisting of several public companies in its industry which are either similar in size, stage of life cycle, or financial leverage, over a period equivalent to the expected term of the awards. USARE LLC recognized the associated costs across the vesting period using the straight-line method. All outstanding and unvested incentive units under the Legacy Incentive Plan vested upon the closing of the Merger and unrecognized equity-based compensation expense of incentive units vested on that date of $0.2 million was recognized in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2025.

The assumptions used in determining the fair value of incentive units are as follows. The Company did not grant any incentive units in fiscal year 2025.


									Year Ended December 31, 2024


Expected volatility									67.1%
Expected dividends									—
Risk-free interest rate									4.2% - 4.3%
Remaining term (in years)									1 - 5 Years

Stock-based Compensation Expense

The following table presents the stock-based compensation expense.



		Year Ended December 31,
	Incentive Plan			2025		2024
			(In thousands)
Restricted stock units (1)	2024 Incentive Plan			$	7,677	$	—
Performance restricted stock units	2024 Incentive Plan			21		—
Incentive units	Legacy Incentive Plan			241		1,963
Class A units (2)	Legacy Incentive Plan			841		(225)





Total				$	8,780	$	1,738

(1)The Company recognized $1.6 million during the year ended December 31, 2025 related to the modification of an equity award of the Company’s former Chief Executive Officer (“CEO”).

(2)In the year ended December 31, 2024, USARE LLC recorded equity-based compensation for issuance of its Class A Units to certain consultants pursuant to existing bonus agreements. In the year ended December 31, 2024, USARE LLC recorded the forfeiture of equity-based compensation of the Company’s former CEO.

Award Activities

Restricted Stock Unit. The following table presents RSU activity under the 2024 Incentive Plan.


	Number of Shares	Weighted Average Grant Date Fair Value
	(In thousands)	(Per share)








Balance, December 31, 2024	—	$	—
Awarded	2,316	16.75

Forfeited	(182)	16.99
Balance, December 31, 2025	2,134	16.72

There were no RSU activities prior to and during the year ended December 31, 2024.

Performance Restricted Stock Unit. The following table presents PRSU activity under the 2024 Incentive Plan.


	Number of Shares	Weighted Average Grant Date Fair Value
	(In thousands)	(Per share)








Balance, December 31, 2024	—	$	—
Awarded	36	12.59


Balance, December 31, 2025	36	12.59

There were no PRSU activities prior to and during the year ended December 31, 2024.

Incentive Units. The following table presents stock unit activity under the 2024 Incentive Plan.


	Number of Shares	Weighted Average Distribution Threshold (1)		Intrinsic Value (2)
	(In thousands, except for weight average distribution threshold)





Balance, December 31, 2023	42,271	$	1.04	$	7,753
Grants	1,168	1.21

Forfeited	(4,254)	1.62
Balance, December 31, 2024	39,185	0.97		46,152

Conversion to USARE LLC Class A units	(39,185)	0.97

Balance, December 31, 2025	—	—		—

(1)The distribution threshold amount refers to the value that would need to be exceeded before the holder would receive any consideration upon a liquidation event.

(2)The intrinsic value is calculated based upon the fair value of the incentive units as of the reported date.

Vesting Period of Incentive Units. USARE LLC utilized different vesting periods, generally ranging from 1 year to 5 years, depending on the specifics of the grant. If there is a change in control, unless otherwise expressly provided in the participant’s award agreement, the units will become 100% vested and any restrictions and limitations applicable to the participant’s incentive units shall lapse and such incentive units shall become fully transferable.

If any of the units are forfeited prior to vesting, USARE LLC reversed the associated compensation cost during the period in which the forfeiture occurs.

Conversion of Incentive Units. Upon Closing of the Merger, all outstanding incentive units were considered fully vested and converted into approximately 4.55 million shares of Common Stock using the treasury method of accounting on a cashless exercise basis and an exchange conversion ratio of approximately 0.204 shares of Common Stock for a share of common stock of USARE LLC.

Unamortized Stock-Based Compensation Costs

Stock-based compensation costs related to unvested RSUs will generally be amortized on a straight-line basis over the remaining average service period of each award. The following table presents the unamortized compensation costs and weighted average service period as of December 31, 2025.


	Unamortized Compensation Costs		Weighted Average Service Period
	(In thousands)		(In years)

Restricted stock units	$	27,582	1.28
Performance stock units	429

Total unamortized compensation costs	$	28,011

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Deferred tax assets:
Reserves	$ 96	$ 0
Accrued expenses	398	385
Other deferred	197	340
Lease liability	196	3
Deferred revenue	1,839	1,722
Intangible assets	0	139
Stock compensation	1,321	0
Net operating losses	16,373	2,828
Deferred tax assets	20,420	5,417
Valuation allowance	(16,103)	(4,480)	$ (1,809)
Deferred tax assets, net	4,317	937
Deferred tax liabilities:
Investment in Round Top Mountain	(981)	(703)
Fixed assets	(2,770)	(234)
Right-of-use asset	(276)	0
Intangible assets	(17,005)	0
Deferred tax liabilities	(21,032)	(937)
Deferred tax liabilities, net	$ 16,715	$ 0

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2025	Mar. 23, 2026	Jun. 30, 2025
Entity Addresses [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2025
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-41711
Registrant Name	USA Rare Earth, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-1720278
Entity Address, Address Line One	100 W. Airport Road
Entity Address, City or Town	Stillwater
Entity Address, State or Province	OK
Entity Address, Postal Zip Code	74075
City Area Code	(813)
Local Phone Number	867-6155
Title of 12(b) Security	Common Stock, par value $0.0001
Trading Symbol	USAR
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 661.8
Document Fiscal Year Focus	2025
Entity Central Index Key	0001970622
Document Fiscal Period Focus	FY
Amendment Flag	false
Common Stock
Entity Addresses [Line Items]
Entity Common Stock, Shares Outstanding		217,976,175
Series A Cumulative Convertible Preferred Stock Subject To Possible Redemption
Entity Addresses [Line Items]
Entity Common Stock, Shares Outstanding		1,224,351

Concentrations - Schedules of Concentration of Risk, by Risk Factor (Details) - Revenue Benchmark - Geographic Concentration Risk	12 Months Ended
	Dec. 31, 2025
Disaggregation of Revenue [Line Items]
Total revenue	100.00%
Germany
Disaggregation of Revenue [Line Items]
Total revenue	77.00%
Switzerland
Disaggregation of Revenue [Line Items]
Total revenue	11.00%
Other
Disaggregation of Revenue [Line Items]
Total revenue	12.00%

- Definition

+ References + Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Fair Value Measurements - Schedule of Fair Value of Measurement Inputs (Details)	12 Months Ended
	Dec. 31, 2025 yr	May 02, 2025	Mar. 13, 2025	Feb. 26, 2025 yr	Dec. 31, 2024 yr
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Remaining term	5 years 2 months 12 days
Level 3 \| Warrant liabilities
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Term	4 years 2 months 12 days
Level 3 \| Common Stock warrant
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Term		5 years 4 months 24 days
Class C-1 unit price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input					1.47
Class A common unit price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input				2.16
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout liabilities, measurement input	0.701
Expected volatility \| Level 3 \| Warrant liabilities
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.673
Expected volatility \| Level 3 \| Common Stock warrant
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input		1.400
Expected volatility \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input				0.550	0.550
Expected volatility \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input				0.591	0.591
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout liabilities, measurement input	0.0370
Risk-free interest rate \| Level 3 \| Warrant liabilities
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.036
Risk-free interest rate \| Level 3 \| Common Stock warrant
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input		0.042
Risk-free interest rate \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input				0.0420	0.0420
Risk-free interest rate \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input				0.0434	0.0434
Credit risk spread
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input				0.29	0.29
Remaining term (in years) \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input				200	200
Remaining term (in years) \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input				570	570
Share price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout liabilities, measurement input	11.90
Share price \| Level 3 \| Warrant liabilities
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	11.90
Share price \| Level 3 \| Common Stock warrant
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input		10.31
Share price \| Level 3 \| Common Stock warrant
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input		10.31
Exercise price \| Level 3 \| Warrant liabilities
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	7.00		12.00
Exercise price \| Level 3 \| Common Stock warrant
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input		7.00
Dividend yield \| Level 3 \| Warrant liabilities
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0
Dividend yield \| Level 3 \| Common Stock warrant
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input		0

Net Loss per Share

12 Months Ended

Dec. 31, 2025

Earnings Per Share [Abstract]

Net Loss per Share

The following table sets forth the computation of the numerator and denominator for net loss per share attributable to holders of Common Stock.


	Year Ended December 31,
		2025		2024
		(In thousands, except for per share amounts)
Numerator
Net loss attributable to USA Rare Earth, Inc.		$	(297,559)	$	(15,735)



Declared and deemed dividends, and interest accretion		(26,954)		(8,170)




Undistributed net loss attributable to USA Rare Earth, Inc.		$	(324,513)	$	(23,905)

Denominator




Weighted average shares outstanding - basic and diluted		98,021		59,538













Net loss per share attributable to USA Rare Earth, Inc.
Basic and diluted		$	(3.31)	$	(0.40)

The following table presents categories of shares that are excluded from the diluted per share computation as their effect would be anti-dilutive.


	Year Ended December 31,
		2025	2024
		(Shares in thousands)
12% Series A Cumulative Convertible Preferred Stock (1)		2,301	2,739
Series A warrants		2,446	3,000
Earnout shares		10,100	—

USARE LLC Class B Convertible warrants		—	1,699
USARE LLC Class C Convertible warrants		—	398

Incentive units		—	8,008





Total		14,847	15,844

(1)Represents the amount of potential common shares, if converted at each reported date.

Equity-Based Compensation - Schedule of Fair Value of Measurement Inputs (Details)	12 Months Ended
	Dec. 31, 2024
Equity-Based Compensation (Details) [Line Items]
Expected volatility	67.10%
Expected dividends	0.00%
Risk-free interest rate, Minimum	4.20%
Risk-free interest rate, Maximum	4.30%
Minimum
Equity-Based Compensation (Details) [Line Items]
Remaining term	1 year
Maximum
Equity-Based Compensation (Details) [Line Items]
Remaining term	5 years

Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands		12 Months Ended
	May 02, 2025	Dec. 31, 2025	Dec. 31, 2024
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Proceeds from issuance of common stock and warrants under PIPE financing, net		$ 190,077	$ 0
$75M PIPE
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Proceeds from issuance of common stock and warrants under PIPE financing, net	$ 75,000

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2025
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Merger Transaction and Acquisition - Schedule of Net Proceeds from the Merger (Details) $ in Thousands	Aug. 21, 2024 USD ($)
Merger Transaction - Schedule of Net Proceeds from the Merger (Details) [Line Items]
Total Cash in IPXX going into the Merger	$ 30,867
Transaction costs allocated to equity	(8,331)
FPA Prepayments	(20,789)
Other Expenses and Prepayments	(1,658)
Total cash used immediately after the merger	(30,778)
Net cash to USARE LLC	89
Transaction costs allocated to equity	350
Net cash used by USARE LLC	(350)
Total	0
Cash - PIPE investment
Merger Transaction - Schedule of Net Proceeds from the Merger (Details) [Line Items]
Total Cash in IPXX going into the Merger	8,000
Cash - IPXX Trust Account
Merger Transaction - Schedule of Net Proceeds from the Merger (Details) [Line Items]
Total Cash in IPXX going into the Merger	22,843
Cash - IPXX Op Account (Blitzer note)
Merger Transaction - Schedule of Net Proceeds from the Merger (Details) [Line Items]
Total Cash in IPXX going into the Merger	$ 24

Merger Transaction and Acquisition - Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination (Details) - Indian Ocean Rare Earth Metals Pte. Ltd. $ in Thousands	Nov. 18, 2025 USD ($)
Business Combination [Line Items]
Fair Value	$ 69,290
Weighted Average Useful Life	13 years 9 months 18 days
Trade name
Business Combination [Line Items]
Fair Value	$ 7,245
Weighted Average Useful Life	15 years
Customer relationships
Business Combination [Line Items]
Fair Value	$ 11,856
Weighted Average Useful Life	20 years
Supplier relationships
Business Combination [Line Items]
Fair Value	$ 33,986
Weighted Average Useful Life	10 years
Know-how
Business Combination [Line Items]
Fair Value	$ 16,203
Weighted Average Useful Life	17 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Amount
U.S. Federal statutory amount and rate	$ (62,714)	$ (3,394)
State and local income taxes, less federal income tax benefit	0	0
Changes in valuation allowances	9,138	2,671
Mark-to-market of warrants and earnouts	51,371	0
Nondeductible/nontaxable items	1,795	390
Minority share/partnership filing period	0	333
Other	275	0
Benefit from taxes	$ (160)	$ 0
Percent
U.S. Federal statutory amount and rate	21.00%	21.00%
State and local income taxes, less federal income tax benefit	0.00%	0.00%
Changes in valuation allowances	(3.00%)	(17.00%)
Mark-to-market of warrants and earnouts	(17.00%)	0.00%
Nondeductible/nontaxable items	(1.00%)	(2.00%)
Minority share/partnership filing period	0.00%	(2.00%)
Other	0.00%	0.00%
Effective tax rate	0.00%	0.00%
United Kingdom
Amount
United Kingdom	$ (25)	$ 0
Percent
United Kingdom	0.00%	0.00%

Segment Reporting

12 Months Ended

Dec. 31, 2025

Segment Reporting [Abstract]

Segment Reporting

The Company operates in a single reportable operating segment; that segment being the vertically integrated, domestic rare earth element magnet production supply chain. The Company’s chief operating decision maker (“CODM”) is its chief executive officer. Because the Company operates in a single segment and the CODM uses the consolidated net loss and the total assets as the primary measures, no reconciliation is required between segment measures and the consolidated financial statement amounts.

Performance is reviewed on a consolidated basis and the measure of segment assets is reported on the Consolidated Balance Sheets as total assets and segment assets are consistent with total assets presented on the face of the accompanying Consolidated Balance Sheet. Capital expenditures and equipment deposits of $37.4 million and $3.1 million for the years ended December 31, 2025 and 2024, respectively, are included in the consolidated assets.

The CODM assesses performance for the single segment and decides how to allocate resources based on the Company’s net loss, which is reported on the Consolidated Statements of Operations and Comprehensive Loss. Net loss is used to monitor budget versus actual results. The following table sets forth information about the Company’s single reportable segment and the expenses reviewed by the CODM, including a reconciliation to the consolidated net loss:


	Year Ended December 31,
		2025		2024
		(In thousands)
Revenue		$	1,643	$	—
Cost of revenue		1,448		—


Selling, general and administrative costs
Employee and benefits		7,567		2,385
Share-based compensation		6,839		—
Consulting and professional services		21,764		5,812
Legal settlements		2,254		—




Other selling, general and administrative		4,711		1,047


Research and development costs
Employee and benefits		7,569		3,122
Consulting and professional services		2,628		1,167
Research and development		2,554		324
Facility and insurance		1,839		1,334



Other research and development		1,295		394













Other segment items (1)		239,699		807
Net loss		$	(298,524)	$	(16,392)

(1)Other segment items primarily consists of loss on fair market value of financial instruments, net, interest and dividend income, and interest expense and other income (loss), net.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Variable Interest Entity (Tables)

12 Months Ended

Dec. 31, 2025

Variable Interest Entity, Measure of Activity [Abstract]

Schedule of Consolidated Balance Sheets

The following table presents the assets and liabilities associated with RTMD included in the Consolidated Balance Sheets.



	December 31,
	2025		2024

	(In thousands)
ASSETS
Cash and cash equivalents	$	38	$	66
Prepaid expenses and other current assets	106		178
Operating lease right-of-use assets	321		30
Mineral interests	17,339		17,125
Property, plant and equipment, net	201		264
Other non-current assets	27		20
Total assets	$	18,032	$	17,683

LIABILITIES
Accounts payable	$	61	$	42
Accrued liabilities	469		141
Finance leases, current	137		—
Operating leases, current	—		22
Finance leases, non-current	185		—

Total liabilities	$	852	$	205

Net Loss per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive effect (in shares)	14,847	15,844
Series A Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Payment-in-kind percentage of series A cumulative convertible preferred stock subject to possible redemption	12.00%
12% Series A Cumulative Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive effect (in shares)	2,301	2,739
Series A warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive effect (in shares)	2,446	3,000
Earnout shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive effect (in shares)	10,100	0
USARE LLC Class B Common Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive effect (in shares)	0	1,699
USARE LLC Class C Convertible warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive effect (in shares)	0	398
Incentive Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive effect (in shares)	0	8,008

Other Financial Information

12 Months Ended

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Other Financial Information

Other Financial InformationOther Financial InformationOther Financial Information

Inventories

Inventories are stated at the lower of weighted average cost or net realizable value.



	December 31,
	2025		2024

	(In thousands)
Raw materials	$	16,532	$	—
Work-in-process	772		—
Finished goods	1,231		—
Total Inventories	$	18,535	$	—

Prepaids and Other Current Assets



	December 31,
	2025		2024

	(In thousands)
Prepaid insurance	$	728	$	—



Engineering and consulting costs	2,137		—



Other	286		378
Total prepaids and other current assets	$	3,151	$	378

Property, Plant and Equipment, Net



	December 31,
	2025		2024

	(In thousands)
Land	$	707	$	707
Land improvements	403		403
Buildings	7,038		—
Building improvements	2,566		—
Manufacturing equipment	12,404		—
Lab equipment	3,724		500
Leasehold improvements	795		346
Furniture & fixtures	46		—
Computer equipment	13		—


Construction in progress (1)	59,350		25,775
Property, plant and equipment, gross	87,046		27,731
Less: Accumulated depreciation	(1,640)		(1,202)
Property, plant and equipment, net	$	85,406	$	26,529

Finance lease right-of-use assets	$	1,233	$	—
Less: Accumulated amortization	(190)		—
Finance lease-right-of-use assets, net	$	1,043	$	—

Total property, plant and equipment, net	$	86,449	$	26,529


	Year Ended December 31,
		2025			2024
			(In thousands)
Depreciation expense			$	573		$	235
Amortization expense			190			—
Total			$	763		$	235

Goodwill and Other Intangible Assets

Goodwill


	Year Ended December 31,
	2025		2024
	(In thousands)
Balance, beginning of year	$	—	$	—
IORM Acquisition	134,848		—
Balance, end of year	$	134,848	$	—

Other Intangible Assets


		December 31, 2025
	Gross Carrying Amount			Accumulated Amortization			Net Carrying Amount
		(In thousands)

Trade name		$	7,245		$	(60)		$	7,185

Customer relationships		11,856			(74)			11,782
Supplier relationships		33,986			(425)			33,561
Know-how		16,203			(119)			16,084

Total other intangible assets		$	69,290		$	(678)		$	68,612

There were no other intangible assets at December 31, 2024.

The following table presents the amortization expense related to the Company’s other intangible assets.


	Year Ended December 31, 2025

		(In thousands)
Trade name		$	60
Customer relationships		74
Supplier relationships		425
Know-how		119
Total amortization of other intangible assets		$	678

Amortization of Intangible Assets

The annual expected amortization expense of finite-lived intangible assets subject to amortization as of December 31, 2025 were as follows.


Fiscal Year	Finite-lived Intangible Assets
	(In thousands)

2026	$	5,428
2027	5,428
2028	5,428
2029	5,428
2030	5,428
2031 and thereafter	41,472
Total future other intangible asset amortization	$	68,612

Accrued Liabilities



	December 31,
	2025		2024

	(In thousands)

Payroll and related employee taxes	$	2,659	$	1,908

Construction in progress	6,302		323


Legal	1,668		99



Asset retirement obligation (1)	700		—


Other (2)	2,744		741

Total accrued liabilities	$	14,073	$	3,071

(2)See Not e 6, “Commitments and Contingencies – Kelley Complaint,” for additional information regarding.

The following table presents the ARO activities.



	December 31,
	2025		2024

	(In thousands)

Beginning balance	$	—	$	—
Obligations arising from the IORM Acquisition	605		—
Accretion	82		—




Foreign currency translation	13		—
Ending balance	$	700	$	—

Contract Liabilities

The Company records contract liabilities, which consist of customer deposits and deferred revenue, when cash payments are received in advance of the Company’s performance. The following table presents the change in contract liability balances during the reported period.



	December 31,
	2025		2024
	(In thousands)
Contract liabilities, beginning of year	$	—	$	—
Customer deposits	10,341		—
Revenue recognized	(21)		—
Cash received, excluding amounts recognized as revenue during the year	23		—
Translation adjustments	157		—

Contract liabilities, end of year	$	10,500	$	—

Notes Payable



	December 31,
	2025		2024

	(In thousands)
Hatch Note	$	—	$	831
Barclays Trade Loan	1,849		—











Total notes payable	$	1,849	$	831

Hatch Note

On July 28, 2023, USARE LLC and Hatch LTD (“Hatch”) entered into an unsecured $1.0 million Senior Convertible Promissory Note agreement (the “Hatch Note”) with a 10% interest rate. The Hatch Note had an original maturity date of July 28, 2025, when the principal plus accrued interest of $0.2 million would become due, barring earlier conversion under certain events. A side letter and memorandum of understanding, signed contemporaneously with the Hatch Note, provided for potential issuances of an aggregate amount of $4.0 million in additional notes in two (2) tranches, the option of which expired unexercised, one year after the Hatch Note. The effective interest rate of the Hatch Note at inception was 44.875%.

On February 26, 2025, USARE LLC and Hatch entered into a Letter Agreement to settle the Hatch Note in full by issuing approximately 0.68 million shares of USARE LLC Class A common units to Hatch, contingent upon success of the Merger. The Letter Agreement effectively modified the conversion terms by changing the type and number of shares in which the Hatch Note would be converted. On February 26, 2025, the Company accounted for the modification in terms by adjusting the December 31, 2024 valuation for the change to fair value of the derivative liability. A gain on the derivative liability of $0.7 million was recognized during the three months ended March 31, 2025.

The Hatch Note was settled as of the Closing Date of the Merger and accounted for as an extinguishment. The Company did not fair value the derivative immediately before extinguishment due to the relative proximity of the date of the Hatch Note’s modification to the Closing Date of the Merger. The fair value of the USARE LLC Class A common units issued to Hatch was calculated using the closing common stock price on March 13, 2025, adjusted for the conversion ratio used to convert USARE LLC Class A common units to Common Stock at the Merger. The Company recognized a loss on extinguishment of $11 thousand.

Upon closing of the Merger, the Hatch’s 0.68 million USARE LLC Class A common units converted into 0.14 million shares of Common Stock. The following table presents the interest expense recognized on the Hatch Note for the periods indicated. For 2025, the amount of interest expense was recognized through the extinguishment of the Hatch Note.


	December 31,
		2025		2024
		(In thousands)
Amortization of the Hatch Note discount		$	54	$	211

Barclays Trade Cycle Loan

During the year ended December 31, 2025, as part of the acquisition of IORM and its subsidiary, Less Common Metals, on November 18, 2025, the Company recorded the fair value of Less Common Metals’ outstanding loan obligation of $1.5 million. On November 22, 2019, Less Common Metals entered into a Trade Cycle Loan Facility (the “Loan Facility”) with Barclays Bank PLC (“Barclays”) to finance Less Common Metals’ working capital requirements. The Loan Facility amount of £1.5 million allowed Less Common Metals to draw in minimum increments of £10 thousand up the to maximum available Loan Facility value. Loan amounts drawn accrues interest based on a Reference Rate Basis + 2.5%, which is expensed as incurred and paid to the Barclays upon maturity. In addition, Less Common Metals incurs immaterial quarterly management fees, fees for each draw down incident, and certain other fees. Monthly, Less Common Metals must comply with certain financial covenants and disclosures. As of December 31, 2025, the outstanding loan amount was $1.8 million and during the year ended December 31, 2025, the Company incurred interest expense of $10 thousand on the aggregate amount drawn.

Variable Interest Entity - Narrative (Details) $ in Thousands	Dec. 31, 2025 USD ($) mineralRightsLease	Dec. 31, 2024 USD ($)	Jun. 26, 2023	May 17, 2021
Variable Interest Entity (Details) [Line Items]
Number of mineral rights leases acquired \| mineralRightsLease	2
VIE
Variable Interest Entity (Details) [Line Items]
Mineral interests \| $	$ 17,339	$ 17,125
Round Top Mountain Development, LLC
Variable Interest Entity (Details) [Line Items]
Equity interest percentage			81.30%	80.00%
Round Top Mountain Development, LLC \| TMRC
Variable Interest Entity (Details) [Line Items]
Equity interest percentage			18.70%

Equity-Based Compensation - Schedule of Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 8,780	$ 1,738
Restricted stock units
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	7,677	0
Restricted stock units \| CEO
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	1,600
Performance restricted stock units
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	21	0
Incentive Units
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	241	1,963
Class A units
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 841	$ (225)

Equity-Based Compensation - Unamortized Stock-Based Compensation Costs (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2025 USD ($)
Equity-Based Compensation (Details) [Line Items]
Unamortized Compensation Costs	$ 28,011
Restricted stock units
Equity-Based Compensation (Details) [Line Items]
Unamortized Compensation Costs	$ 27,582
Weighted Average Service Period	1 year 3 months 10 days
Performance stock units
Equity-Based Compensation (Details) [Line Items]
Unamortized Compensation Costs	$ 429

Other Financial Information - Schedule of Prepaids and Other Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid insurance	$ 728	$ 0
Engineering and consulting costs	2,137	0
Other	286	378
Total prepaids and other current assets	$ 3,151	$ 378

Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands			3 Months Ended		12 Months Ended
	Dec. 17, 2025	Jul. 01, 2025	Jun. 30, 2025	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Loss Contingencies [Line Items]
Stock issued during period, shares, issued for litigation settlement (in shares)		159,000
Stock issued during period, value, issued for litigation settlement		$ 150
Payments for legal settlements			$ 1,800
Loss contingency accrual					$ 400
Cash paid					155	$ 58
March 2028 \| Wheat Ridge, CO
Loss Contingencies [Line Items]
Cash paid	$ 224
Transaction Bonus
Loss Contingencies [Line Items]
Cash transaction bonuses				$ 1,900
Accrued bonuses					0	$ 0
Transaction Bonus \| Class A Units
Loss Contingencies [Line Items]
Converted to common stock					800
Transaction Bonus \| Employees and Consultants
Loss Contingencies [Line Items]
Cash transaction bonuses					1,900
Transaction Bonus \| Consultants \| Class A Units
Loss Contingencies [Line Items]
Cash transaction bonuses					380
Other Transaction Bonuses
Loss Contingencies [Line Items]
Cash transaction bonuses					$ 1,500

Other Financial Information - Depreciation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Depreciation expense	$ 573	$ 235
Amortization expense	190	0
Total	$ 763	$ 235

- Definition

The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets.

+ References + Details

Other Financial Information - Schedule of Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Goodwill [Roll Forward]
Balance, beginning of year	$ 0	$ 0
Balance, end of year	134,848	0
Indian Ocean Rare Earth Metals Pte. Ltd.
Goodwill [Roll Forward]
IORM Acquisition	$ 134,848	$ 0

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
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Reference 4: http://www.xbrl.org/2003/role/exampleRef
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Reference 7: http://www.xbrl.org/2003/role/exampleRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(15))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
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-Name Accounting Standards Codification
-Section 45
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Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(10)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

Reference 14: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 805
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479581/805-30-50-4

+ Details

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2025
Audit Information [Abstract]
Auditor Name	BDO USA, P.C.
Auditor Location	Ridgeland, Mississippi
Auditor Firm ID	243

Other Financial Information - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) $ in Thousands	Dec. 31, 2025 USD ($)
Finite-lived Intangible Assets
2026	$ 5,428
2027	5,428
2028	5,428
2029	5,428
2030	5,428
2031 and thereafter	41,472
Net Carrying Amount	$ 68,612

Commitments and Contingencies - Schedule of Active Finance Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Operating Leased Assets [Line Items]
Property & Equipment	$ 85,406	$ 26,529
Finance Lease Liability	875	$ 0
March 2029 (1) \| Stillwater, OK
Operating Leased Assets [Line Items]
Property & Equipment	765
Finance Lease Liability	673
March 2029 (2) \| Stillwater, OK
Operating Leased Assets [Line Items]
Property & Equipment	152
Finance Lease Liability	133
March 2028 \| Stillwater, OK
Operating Leased Assets [Line Items]
Property & Equipment	316
Finance Lease Liability	$ 245

Consolidated Balance Sheets (Parentheticals) - $ / shares shares in Thousands	Dec. 31, 2025	Dec. 31, 2024
Series A Cumulative Convertible Preferred Stock (in dollars per share)	$ 0.0001	$ 0.0001
Series A Cumulative Convertible Preferred Stock, authorized (in shares)	15,000	15,000
Series A Cumulative Convertible Preferred Stock, outstanding (in shares)	1,224	2,739
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	750,000	750,000
Common stock, shares issued (in shares)	148,055	60,091
Common stock, shares outstanding (in shares)	148,055	60,091
Series A Cumulative Convertible Preferred Stock Subject To Possible Redemption
Payment-in-kind percentage of series A cumulative convertible preferred stock subject to possible redemption	12.00%	12.00%

Mezzanine and Stockholders’ Equity

12 Months Ended

Dec. 31, 2025

Equity [Abstract]

Mezzanine and Stockholders’ Equity

Private Investment in Public Entity FinancingPrivate Investment in Public Entity FinancingMezzanine and Stockholders' Equity

The total number of Common Stock and Preferred Stock shares outstanding as of December 31, 2025 and the total number of shares of all classes of stock that USARE has authority to issue is follows:


Class of Stock	Authorized	Par Value	Outstanding
	(In thousands, except par value)
Common stock	750,000	$0.0001	148,055
Preferred stock
12% Series A Cumulative Convertible Preferred Stock (1) (2)	15,000	$0.0001	1,224
Undesignated preferred stock	35,000	$0.0001	—
Total preferred stock	50,000	$0.0001	1,224

Total authorized	800,000

(1)The Company designated 15.0 million shares as 12% Series A Cumulative Convertible Preferred Stock of which 5.23 million shares were issued as of December 31, 2025.

(2)The liquidation value was $8.9 million and $21.2 million on December 31, 2025 and 2024, respectively.

Common Stock

Common Stock Voting Rights. Each holder of record of Common Stock has one vote for each share of Common Stock that is outstanding and held on all matters on which stockholders are entitled to vote generally.

Dividend Rights. The payment of future dividends on the shares of Common Stock depends on the Company’s financial condition and is subject to the discretion of the Board.

Rights Upon Liquidation. Upon liquidation, the holders of Common Stock are entitled to receive the remaining assets of the Company available for distribution to its stockholders ratably in proportion to the number of shares held by them after payment of debts and other liabilities and subject to the rights of the holders of outstanding Preferred Stock.

Lock-Up Arrangements. Pursuant to a Lock-Up Agreement, dated March 13, 2025, by and between the Company and Inflection Point Holdings II LLC (the “Sponsor”) and its permitted assigns, the Sponsor agreed not to sell or otherwise dispose of 6.25 million shares of Common Stock (the “Sponsor Lock-Up Shares”) that were issued to the Sponsor in connection with the Merger Transactions in exchange for 6.25 million ordinary shares of IPXX issued to it prior to the Company’s initial public offering. Additionally, the Sponsor agreed that it would not, prior to one year after the Closing Date, transfer more than 50% of its Sponsor Lock-Up Shares, without the prior written consent of the Board. As of December 31, 2025, the Board approved removal of the lock up on 3.125 million Common Stock.

Pursuant to a Lock-Up Agreement, dated November 18, 2025, by and between the Company and Indian Ocean Rare Metals Pte. Ltd. and its permitted assigns (the “Acquiree”). The former owners of IORM agreed not to sell or otherwise dispose of 6.54 million shares of Common Stock (the “Aquiree Shares”) that were issued to IORM shareholders in connection with the acquisition of IORM. 50% of these shares were locked-up until March 13, 2026 and the remaining 50% are locked-up until September 13, 2026.

12% Series A Convertible Preferred Stock

The Company has issued preferred stock designated as 12% Series A Convertible Preferred Stock (“Series A Preferred Stock”). The Company’s certificate of incorporation authorizes the Board to establish one or more series of preferred stock, which will be available for issuance without further action by the holders of Common Stock. 15.0 million shares of preferred stock have been designated as Series A Preferred Stock. Each share of Series A Preferred Stock has a stated value of $12.00 (the “Stated Value”).

Dividends. The Series A Preferred Stock accrues dividends daily at the rate of 12% per annum of the Stated Value (if paid in kind), plus the amount of previously accrued dividends paid in kind, or 10% per annum of the Stated Value (if paid in cash), plus the amount of previously accrued dividends. Such dividends will compound semi-annually.

Liquidation Preference. Upon any liquidation, the holders of Series A Preferred Stock will be entitled to receive out of the available proceeds (i) 100% of the Stated Value per share of Preferred Stock plus accumulated dividends (“Accrued Value”) or (ii) an amount per share that would be payable had all shares of Series A Preferred Stock been converted into Common Stock immediately prior to the liquidation event. Thereafter, the holders of Series A Preferred Stock will be entitled to receive their pro-rata share of the remaining available proceeds available for distribution to stockholders, on an as-converted to Common Stock basis.

Voting. The Series A Preferred Stock will (i) vote together with the Common Stock as a single class, except as required by law and (ii) subject to certain protective provisions. Holders of Series A Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series A Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matters.

Conversion. Each share of Series A Preferred Stock is convertible into Common Stock at any time at the option of the holder at a rate equal to the Accrued Value, divided by the then-applicable conversion price. The conversion price is initially $12.00, subject to adjustments for stock dividends, splits, combinations and similar events and customary anti-dilution adjustments, including with respect to future issuances or sales of Common Stock at prices less than $10.00 per share. In addition, if the 20-day volume-weighted average price of the Common Stock on the twenty-first trading day following the date that is six months after the Closing Date is less than the conversion price then in effect, the conversion price will be adjusted to the greater of (i) such volume weighted average price and (ii) $7.50. On May 2, 2025, the conversion price was reduced to $7.00.

Put Rights. Unless prohibited by applicable law governing distributions to stockholders, the Series A Preferred Stock is redeemable at the option of the holder commencing any time after the 5th anniversary of the Closing at a price equal to the Accrued Value.

Call Rights. Unless prohibited by applicable law governing distributions to stockholders, the Series A Preferred Stock shall be redeemable at the option of the Company commencing any time:

(a)prior to the 1st anniversary of the Closing at a price equal to the 150% of the Accrued Value,

(b)on or after the 1st anniversary but prior to the 2nd anniversary of the Closing at a price equal to 140% of the Accrued Value,

(c)on or after the 2nd anniversary of the Closing but prior to the 3rd anniversary of the Closing at a price equal to 130% of the Accrued Value,

(d)on or after the 3rd anniversary of the Closing but prior to the 4th anniversary of the Closing at a price equal to 120% of the Accrued Value,

(e)on or after the 4th anniversary of the Closing but prior to the 5th anniversary of the Closing at a price equal to 110% of the Accrued Value, or

(f)on or after the 5th anniversary of the Closing at a price equal to 100% of the Accrued Value.

In accordance with ASC 480-10-S99, the Company classified the Series A Preferred Stock subject to redemption in mezzanine equity as the redemption provisions are not solely within the control of the Company.

Warrants

The following table presents the number of potential shares of Common Stock that outstanding warrant holders may acquire.


	Balance Sheet Classification	Initial Common Stock Shares Issuable Upon Exercise	Exercise Price	Potential Common Stock Shares Issuable Upon Exercise at December 31, 2025 (1)

		(In thousands, except for exercise price)
Investor Public Warrants (1)	Equity	12,500	$11.50	—
Investor Private Warrants (1)	Equity	6,000	$11.50	—

Series A Warrants (2)	Liability	5,279	$7.00	2,446

(1)During 2025, all of the Company’s outstanding warrants were either exercised by the holders or converted under the terms of the related warrant agreement.

(2)On March 13, 2025, the Company granted Series A Warrants to acquire approximately 23.78 million shares of Common Stock. On May 2, 2025, the exercise price of the outstanding Series A warrants was reduced from $12.00 to $7.00 due to the $75M PIPE (as defined below). The number of shares of Common Stock issuable related to the outstanding Series A warrants at May 2, 2025 was increased to 9.05 million shares.

Private Investment in Public Entity Financing

Under the PIPE financing agreements, the Company issued the following shares of Common Stock, Common Stock warrants, and Prefunded warrants.

Security Issuance Date

Common Stock Shares and Warrants Issued

Exercise Price

(In thousands, except for exercise price)

Common Stock shares

5/2/2025

8,550

Common Stock warrants (1)

5/2/2025

10,714

$7.00

Prefunded warrants (1)

5/2/2025

2,164

$0.0001

Common Stock shares

9/29/2025

8,333

(1)As of December 31, 2025, all warrants were exercised.

On May 2, 2025, the Company closed its $75.0 million PIPE financing agreement (the “$75M PIPE”) with a single institutional investor. Under the $75M PIPE, the Company issued shares of Common Stock, Common Stock warrants, and Prefunded warrants. In exchange for the issuances of Common Stock, Common Stock warrants, and Prefunded warrants, the Company received cash of $75.0 million.

Upon closing of the $75M PIPE, the Company recognized a loss of $36.9 million on the value of the Company’s issued common stock shares, as the fair value of the related Common Stock and Prefunded warrants on the issuance date exceeded the value of the financing received. The recognized loss on the value of the issued shares of the Company’s common stock was recognized in Loss on fair market value of financial instruments, net on the Consolidated Statements of Operations and Comprehensive Loss. See Note 3, “Fair Value Measurements – Private Investment in Public Entity Financing,” for further information regarding the valuation of the $75M PIPE Common Stock and Prefunded warrants.

As of December 31, 2025, all warrants issued under the $75M PIPE were exercised and were not outstanding.

On September 29, 2025 the Company closed its $125.0 million PIPE financing agreement (the “$125M PIPE”) with a single institutional investor. Under the $125M PIPE, on September 29, 2025, the Company issued 8.33 million shares of the Company’s common stock and received $125.0 million cash. The cash received under the $125M PIPE will be used for general corporate purposes.

Conversion of IPXX Warrants

As described in Note 2, Merger Transaction and Acquisition - IPXX Business Combination Agreement, IPXX completed the Domestication and as a result (a) each of the then issued and outstanding warrants to purchase Class A ordinary shares of IPXX automatically became a USARE Warrant exercisable for one share of Common Stock on the same terms as the pre-Domestication warrants; and (b) each unit of IPXX issued and outstanding as of immediately prior to the Domestication was automatically canceled and each holder received one share of Common Stock and one-half of one USARE Warrant exercisable for one share of Common Stock on the same terms as the pre-Domestication warrants, with any fractional USARE Warrants to be issued in connection with such separation rounded down to the nearest whole warrant.

Additionally, each unit of IPXX issued and outstanding as of immediately prior to the Domestication was automatically canceled and each unit holder received one share of Common Stock and one-half of one USARE warrant exercisable for one share of Common Stock on the same terms as the pre-Domestication warrants.

Conversion of USARE LLC Common Stock Units, Convertible Preferred Units and Warrants

USARE LLC Class B Common and Class C Convertible Preferred Units

Upon closing of the Merger transaction, the following USARE LLC warrants to acquire Class B Common Units and Class C Convertible Preferred Units of USARE LLC were converted into shares of the Company’s Common Stock using the treasury method of accounting on a cashless exercise basis and an exchange conversion ratio of approximately 0.204 shares of USAR Common Stock for each Class B Common Unit and Class C Convertible Preferred Unit of USARE LLC.


			Shares
			(In thousands)
USARE LLC Class B Common Units			1,521
USARE LLC Class C Convertible Preferred Units			379
Total USAR Common Stock issued			1,900

USARE LLC Series A Investor Warrants

As a result of the Merger transaction closing, the USARE LLC Class A Units Purchase Warrants automatically converted into the Company’s Series A Investor Warrants. The USARE LLC Class A Units Purchase Warrants were previously classified as equity. As the legal form of the warrants changed as a result of the Merger, management reassessed the classification of the warrants.

The Company’s Series A Investor Warrants provide for a Black-Scholes value calculation, as defined, in the event of certain transactions (“Fundamental Transactions,” as defined in the Company’s Series A Investor Warrants), which includes a floor on volatility utilized in the Black-Scholes value calculation at 100% or greater. The Company has determined that this provision introduces leverage to the holders of the warrants that could result in a value that would be greater than the settlement amount of a fixed-for-fixed option on the Company’s own equity shares. Accordingly, pursuant to ASC 815, the Company has classified the fair value of the Company’s Series A Investor Warrants as a liability to be re-measured at the end of every reporting period with the change in value reported in the Consolidated Statement of Operations.

The activity related to the USARE LLC Class A Purchase Warrants to acquire USARE LLC Class A common units as of January 1, 2025, and changes during the year ended December 31, 2025 are summarized as follows:


	Units	Weighted Average Exercise Price	Intrinsic Value
	(In thousands, except for exercise price)
Outstanding as of January 1, 2025	3,000	$12.00	$	—
Issuance of warrants - additional Class A Preferred	2,279
Conversion to Series A Preferred Investor Warrant	(5,279)
Outstanding as of December 31, 2025	—

USARE LLC Warrants to Acquire Class B Common Units

The activity related to the USARE LLC warrants to acquire USARE LLC Class B common units as of January 1, 2025, and changes during the year ended December 31, 2025 are summarized as follows:


	Units	Weighted Average Exercise Price	Intrinsic Value
	(In thousands, except for exercise price)
Outstanding as of January 1, 2025	8,315	$0.24	$	16,000
Cashless exercise to Class B Common Units	(8,315)
Outstanding as of December 31, 2025	—

USARE LLC Warrants to Acquire Class C Preferred Units

The activity related to the USARE LLC warrants to acquire USARE LLC Class C convertible preferred units as of January 1, 2025, and changes during the year ended December 31, 2025 are summarized as follows:


	Units	Weighted Average Exercise Price	Intrinsic Value
	(In thousands, except for exercise price)
Outstanding as of January 1, 2025	1,949	$1.06	$	1,956
Dividends	19	1.73
Cashless exercise to Class B Common Units	(1,968)
Outstanding as of December 31, 2025	—

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
-Publisher FASB
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+ Details

Mezzanine and Stockholders’ Equity - Schedule of Total Number of Shares Outstanding and Authority to Issue (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Millions

Dec. 31, 2025

May 03, 2025

Dec. 31, 2024

Dec. 31, 2023

^[1]

Class of Stock [Line Items]

Common stock, shares authorized (in shares)

750,000

Common stock, par value (in dollars per share)

$ 0.0001

Common stock, shares outstanding (in shares)

148,055

60,091

Series A Cumulative Convertible Preferred Stock, authorized (in shares)

15,000

Series A Cumulative Convertible Preferred Stock subject to possible redemption, par value (in Dollars per share)

$ 0.0001

Series A Cumulative Convertible Preferred Stock, outstanding (in shares)

1,224

2,739

Preferred stock, authorized (in shares)

50,000

Preferred stock (in dollars per share)

$ 0.0001

Preferred stock, shares outstanding (in Shares)

1,224

Total authorized (in shares)

800,000

Temporary equity, liquidation value

$ 8.9

$ 21.2

Preferred Stock

Class of Stock [Line Items]

Series A Cumulative Convertible Preferred Stock, authorized (in shares)

15,000

Series A Cumulative Convertible Preferred Stock subject to possible redemption, par value (in Dollars per share)

$ 0.0001

Series A Cumulative Convertible Preferred Stock, outstanding (in shares)

1,224

2,739

^[1]

Series A Preferred Stock

Class of Stock [Line Items]

Preferred stock, authorized (in shares)

15,000

Preferred stock (in dollars per share)

$ 12.00

Payment-in-kind percentage of series A cumulative convertible preferred stock subject to possible redemption

12.00%

Preferred stock, shares issued (in shares)

5,230

Undesignated preferred stock

Class of Stock [Line Items]

Preferred stock, authorized (in shares)

35,000

Preferred stock (in dollars per share)

$ 0.0001

Preferred stock, shares outstanding (in Shares)

[1]	The shares of the Company’s preferred stock prior to the Merger have been retrospectively recast to reflect the change in the capital structure as a result of the Merger.

Mezzanine and Stockholders’ Equity - Schedule of Conversion of Common Stock (Details) shares in Thousands	12 Months Ended
	Dec. 31, 2025 shares
Conversion of Stock [Line Items]
Total USAR Common Stock issued	1,900
New USARE Common Stock
Conversion of Stock [Line Items]
Exchange ratio	0.204
USARE LLC Class B Common Units
Conversion of Stock [Line Items]
Total USAR Common Stock issued	1,521
USARE LLC Class C Convertible Preferred Units
Conversion of Stock [Line Items]
Total USAR Common Stock issued	379

Variable Interest Entity

12 Months Ended

Dec. 31, 2025

Variable Interest Entity, Measure of Activity [Abstract]

Variable Interest Entity

Round Top Mountain Development

Round Top Mountain Development, LLC (“RTMD”) is a variable interest entity (“VIE”), has mining rights at Round Top Mountain in the State of Texas, and is developing processing technology for where the rare earth minerals are to be mined.

On May 17, 2021, the Company completed the acquisition of 80% of the equity interests of RTMD, pursuant to a contribution agreement with the Company, Texas Mineral Resource Corp. (“TMRC”), and RTMD, whereby TMRC and the Company contributed their respective rights and interests to and in Round Top Mountain to RTMD. Concurrently, the Company, TMRC, and RTMD entered into a limited liability company agreement of RTMD which documented the governance of RTMD. This acquisition resulted in the consolidation of RTMD and the recording of a non-controlling interest for the remaining TMRC equity interest.

Effective and on June 26, 2023, RTMD, USARE LLC and TMRC entered into an amended and restated limited liability company agreement of RTMD pursuant to which, in the event that TMRC does not fund its share of mandatory capital contributions called for by USARE LLC as the manager of RTMD, USARE LLC is obligated to cover the shortfall by making additional capital contributions to RTMD (or in the event that USARE LLC does not fund, the capital call will be withdrawn). If USARE LLC does fund the capital contribution, additional equity interests in RTMD will be issued to USARE LLC and TMRC will be proportionally diluted in accordance with the terms of the amended and restated limited liability company agreement. TMRC’s failure to fund its share of mandatory capital contributions called under the agreement during fiscal year 2025 has resulted in the Company’s ownership interest in RTMD to be increased to 81.3% and TMRC’s interest in RTMD to be decreased to 18.7% as of December 31, 2025.

The following table presents the assets and liabilities associated with RTMD included in the Consolidated Balance Sheets.



	December 31,
	2025		2024

	(In thousands)
ASSETS
Cash and cash equivalents	$	38	$	66
Prepaid expenses and other current assets	106		178
Operating lease right-of-use assets	321		30
Mineral interests	17,339		17,125
Property, plant and equipment, net	201		264
Other non-current assets	27		20
Total assets	$	18,032	$	17,683

LIABILITIES
Accounts payable	$	61	$	42
Accrued liabilities	469		141
Finance leases, current	137		—
Operating leases, current	—		22
Finance leases, non-current	185		—

Total liabilities	$	852	$	205

RTMD did not record depletion expense for the mineral interests for the years ended December 31, 2025 and 2024.

RTMD’s creditors have no recourse against the Company for the RTMD consolidated liabilities included within the Company’s Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024.

The assets of the consolidated VIE can only be used to settle the obligations of the consolidated VIE and not the obligations of the Company.

Mineral Interests

The Company acquired two (2) mineral rights leases along with an associated groundwater lease in Hudspeth County, Texas as part of the acquisition of RTMD. Mineral property acquisition costs, including acquired intangibles, licenses and lease payments, are capitalized. The net carrying value of mineral rights were $17.3 million and $17.1 million as of December 31, 2025 and 2024, respectively.

Impairment losses are recorded on mineral interests when indicators of impairment are present and the carrying amount exceeds the associated estimated future undiscounted cash flows. As of December 31, 2025 and 2024, the Company had not recognized any impairment losses related to mineral interests held.

Net Loss per Share - Schedule of Income (Loss) Per Share Attributable to Holders of Common Stock (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Numerator:

Net loss attributable to USA Rare Earth, Inc.

$ (297,559)

$ (15,735)

Declared and deemed dividends, and interest accretion

(26,954)

(8,170)

Undistributed net loss attributable to USA Rare Earth, Inc.

$ (324,513)

$ (23,905)

Denominator

Weighted average shares outstanding - basic (in shares)

^[1]

98,021

59,538

Weighted average shares outstanding - diluted (in shares)

^[1]

98,021

59,538

Net loss per share attributable to USA Rare Earth, Inc.

Basic (in Dollars per share)

^[1]

$ (3.31)

$ (0.40)

Diluted (in Dollars per share)

^[1]

$ (3.31)

$ (0.40)

[1]	Fiscal 2024 Recast

Subsequent Event	12 Months Ended
Subsequent Event	Dec. 31, 2025
Subsequent Events [Abstract]
Subsequent Event	Subsequent Event On January 26, 2026, we announced that the Company had entered into a non-binding letter of intent (the “Letter of Intent”) with the U.S. Department of Commerce covering a total of $1.6 billion, including $277.0 million in direct funding awards under the CHIPS Act, and $1.3 billion in senior secured debt with a 15-year term with an expected rate of Treasury plus 150 basis points (“bps”) (collectively, the “Expected U.S. Government Transaction”). As conditions to entry in definitive documentation for the Expected U.S. Government Transaction (the “Definitive Agreements”), the Company must satisfy certain conditions, including, without limitation: (i) raise at least $500 million from non-federal sources, (ii) obtain two memoranda of understanding from semiconductor end or midstream users, (iii) obtain neodymium praseodymium oxide and MREC feedstock supply agreements with a term at least through 2027, (iv) exercise a surface purchase option with the Texas General Land Office, (v) implement certain third-party recommendations and third-party validation of nuclear material licensing requirements at the Company’s research and development facility in Wheat Ridge, Colorado, and (vi) define a power infrastructure plan for the Company’s magnet manufacturing facility in Stillwater, Oklahoma. In addition, the U.S. government’s $277 million in Direct Funding Awards includes a condition that the Company issue to the U.S. government $277 million of common stock (approximately 16.1 million shares issued at $17.17 per share) and the $1.3 billion Senior Secured Loan also requires the issuance of warrants to the government representing an additional 10% of the Company’s fully diluted shares outstanding prior to the Private Placement (approximately 17.5 million shares with an exercise price of $17.17 per share and a 10-year exercise period). In addition, to meet certain milestones to obtain funding awards and debt under the Expected U.S. Government Transaction, the Company will be required to i) raise at least $600 million of additional equity by December 31, 2027; and ii) establish a $250 million revolving credit facility by December 31, 2026. The Letter of Intent for the Expected U.S. Government Transaction is non-binding and remains subject to negotiation and execution of Definitive Agreements, satisfaction of conditions precedent, and final government approvals. On January 27, 2026 the Company closed its $1.50 billion PIPE financing agreement (the “$1.5B PIPE”) with multiple investors. Under the $1.5B PIPE, on January 28, 2026, the Company issued 69.8 million shares of the Company’s common stock and received $1.45 billion cash, net of financing costs. The cash received under the $1.5B PIPE will be used for general corporate purposes. On February 13, 2026, the Company paid all outstanding amounts plus accrued interest under the Loan Facility, and Barclays and the Company extinguished the Loan Facility. On February 27, 2026 the Company entered into a lease arrangement for property located in Washington, D.C. to house the Company’s general and administrative activities. The lease will commence on July 1, 2026 and will expire on August 31, 2032 and consists of office space. The lease payments over the entire term are approximately $3.0 million plus applicable taxes and common maintenance fees On March 4, 2026, the Company signed a definitive agreement to acquire all shares of TMRC for 3.82 million shares of the Company’s Common Stock in an all equity transaction. The total acquisition is value at approximately $72.3 million. The Company expects to complete this acquisition in the third quarter of fiscal year 2026.

Other Financial Information - Schedule of Contract With Customer, Contract Liability, Activity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Contract With Customer Liability [Roll Forward]
Contract liabilities, beginning of year	$ 0	$ 0
Customer deposits	10,341	0
Revenue recognized	(21)	0
Cash received, excluding amounts recognized as revenue during the year	23	0
Translation adjustments	157	0
Contract liabilities, end of year	$ 10,500	$ 0

Concentrations (Tables)

12 Months Ended

Dec. 31, 2025

Revenue from Contract with Customer [Abstract]

Schedule of Revenue from External Customers by Geographic Areas



Region	Year Ended December 31, 2025

		(In thousands)
United States			$	99
International			1,544

Total revenue			$	1,643

Schedules of Concentration of Risk, by Risk Factor



Country	Year Ended December 31, 2025





Germany		77	%
Switzerland		11	%





Other		12	%
Total revenue		100	%

The following table presents the customers that account for 10% or more of the Company’s revenues. Concentration of revenue between a limited number of customers shifts regularly, depending on when revenue is recognized. The percentages by customer reflect specific relationships or contracts that would concentrate revenue for the period presented and do not indicate a trend specific to any one customer. No revenues were reported in fiscal year 2024.



Customer	Year Ended December 31, 2025


Customer 1		73	%
Customer 2		18	%




All other customers		9	%

The following table presents the major raw material supply vendors accounting for 10% or more of the Company’s consolidated raw material supply purchases. The percentages by vendor reflect specific relationships or contracts that would concentrate raw material supply purchases for the period presented and do not indicate a trend specific to any one vendor. There were no vendor purchases in fiscal year 2024.



Vendor	Year Ended December 31, 2025


Vendor 1		81	%





All other supply vendors		19	%

Schedule of Long-lived Assets



	December 31,
Country			2025		2024
		(In thousands)
United States			$	75,910	$	26,529






U.K.			10,539		—



Total long-lived assets			$	86,449	$	26,529

Equity-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

Schedule of Fair Value of Measurement Inputs

The following table summarizes the significant inputs to value the derivative liability.


	February 26, 2025 (1)	December 31, 2024
Class C-1 unit price	n/a	$1.47
Class A common unit price	$2.16	n/a
Expected volatility	55.0% - 59.1%	55.0% - 59.1%
Risk-free rate	4.20% - 4.34%	4.20% - 4.34%
Credit risk spread	0.29	0.29
Remaining term (in years)	0.2 - 0.57	0.2 - 0.57

(1)The Hatch Note was settled on February 26, 2025, and therefore, no further remeasurement was performed after the settlement date.

The following table summarizes the significant inputs to value the Earnout Shares liability.


			December 31, 2025
Share price			$11.90
Expected volatility			70.1%
Risk-free interest rate			3.70%
Remaining term (in years)			5.2

The following table summarizes the significant inputs to value the Series A Investor Warrants liability.


			December 31, 2025
Share price			$11.90
Exercise price (1)			$7.00
Expected volatility			67.3%
Risk-free rate			3.6%
Dividend yield			—%
Put term (in years)			4.2

(1)On May 2, 2025, the exercise price of this warrant was reset from $12.00 to $7.00.


									May 2, 2025
Share price									$10.31
Exercise price									$7.00
Expected volatility									140.0%
Risk-free rate									4.2%
Dividend yield									—%
Put term (in years)									5.4

The assumptions used in determining the fair value of incentive units are as follows. The Company did not grant any incentive units in fiscal year 2025.


									Year Ended December 31, 2024


Expected volatility									67.1%
Expected dividends									—
Risk-free interest rate									4.2% - 4.3%
Remaining term (in years)									1 - 5 Years

Schedule of Compensation Expense

The following table presents the stock-based compensation expense.



		Year Ended December 31,
	Incentive Plan			2025		2024
			(In thousands)
Restricted stock units (1)	2024 Incentive Plan			$	7,677	$	—
Performance restricted stock units	2024 Incentive Plan			21		—
Incentive units	Legacy Incentive Plan			241		1,963
Class A units (2)	Legacy Incentive Plan			841		(225)





Total				$	8,780	$	1,738

(1)The Company recognized $1.6 million during the year ended December 31, 2025 related to the modification of an equity award of the Company’s former Chief Executive Officer (“CEO”).

Schedule of RSU Activity

The following table presents RSU activity under the 2024 Incentive Plan.


	Number of Shares	Weighted Average Grant Date Fair Value
	(In thousands)	(Per share)








Balance, December 31, 2024	—	$	—
Awarded	2,316	16.75

Forfeited	(182)	16.99
Balance, December 31, 2025	2,134	16.72

There were no RSU activities prior to and during the year ended December 31, 2024.

The following table presents PRSU activity under the 2024 Incentive Plan.


	Number of Shares	Weighted Average Grant Date Fair Value
	(In thousands)	(Per share)








Balance, December 31, 2024	—	$	—
Awarded	36	12.59


Balance, December 31, 2025	36	12.59

There were no PRSU activities prior to and during the year ended December 31, 2024.

Schedule of Activity Related to Incentive Units

The following table presents stock unit activity under the 2024 Incentive Plan.


	Number of Shares	Weighted Average Distribution Threshold (1)		Intrinsic Value (2)
	(In thousands, except for weight average distribution threshold)





Balance, December 31, 2023	42,271	$	1.04	$	7,753
Grants	1,168	1.21

Forfeited	(4,254)	1.62
Balance, December 31, 2024	39,185	0.97		46,152

Conversion to USARE LLC Class A units	(39,185)	0.97

Balance, December 31, 2025	—	—		—

(1)The distribution threshold amount refers to the value that would need to be exceeded before the holder would receive any consideration upon a liquidation event.

(2)The intrinsic value is calculated based upon the fair value of the incentive units as of the reported date.

Schedule Of Unamortized Compensation Cost And Weighted Average Service Period

The following table presents the unamortized compensation costs and weighted average service period as of December 31, 2025.


	Unamortized Compensation Costs		Weighted Average Service Period
	(In thousands)		(In years)

Restricted stock units	$	27,582	1.28
Performance stock units	429

Total unamortized compensation costs	$	28,011

Mezzanine and Stockholders’ Equity - Narrative (Details)
$ / shares in Units, $ in Thousands

12 Months Ended

Nov. 18, 2025

Sep. 29, 2025

USD ($)

May 02, 2025

USD ($)

$ / shares

Mar. 13, 2025

Dec. 31, 2025

USD ($)

segment

$ / shares

Dec. 31, 2024

USD ($)

May 03, 2025

$ / shares

Mar. 12, 2025

Mezzanine and Stockholders’ Equity [Line Items]

Preferred stock, authorized (in shares)

50,000,000

Preferred stock (in dollars per share) | $ / shares

$ 0.0001

Percentage of stated value of preferred stock

100.00%

Volume-weighted average price, period

20 days

Conversion period after closing date

6 months

Proceeds from issuance of common stock and warrants under PIPE financing, net | $

$ 190,077

$ 0

Less Common Metals Ltd.

Mezzanine and Stockholders’ Equity [Line Items]

Shares issued in acquisition (in shares)

6,540,000

Pre-Domestication Warrants

Mezzanine and Stockholders’ Equity [Line Items]

Warrant exercisable (in shares)

$75M PIPE

Mezzanine and Stockholders’ Equity [Line Items]

Proceeds from issuance of common stock and warrants under PIPE financing, net | $

$ 75,000

Loss on issuance of common stock | $

$ 36,900

$125M PIPE

Mezzanine and Stockholders’ Equity [Line Items]

Proceeds from issuance of common stock and warrants under PIPE financing, net | $

$ 125,000

Conversions (in shares)

8,330,000

Paid in Cash

Mezzanine and Stockholders’ Equity [Line Items]

Percentage of dividend rate of preferred stock

10.00%

Series A Cumulative Convertible Preferred Stock Subject To Possible Redemption

Mezzanine and Stockholders’ Equity [Line Items]

Payment-in-kind percentage of series A cumulative convertible preferred stock subject to possible redemption

12.00%

Series A Cumulative Convertible Preferred Stock Subject To Possible Redemption | First Anniversary

Mezzanine and Stockholders’ Equity [Line Items]

Accrued value redeemable, percentage

150.00%

Series A Cumulative Convertible Preferred Stock Subject To Possible Redemption | Second Anniversary

Mezzanine and Stockholders’ Equity [Line Items]

Accrued value redeemable, percentage

140.00%

Series A Cumulative Convertible Preferred Stock Subject To Possible Redemption | Third Anniversary

Mezzanine and Stockholders’ Equity [Line Items]

Accrued value redeemable, percentage

130.00%

Series A Cumulative Convertible Preferred Stock Subject To Possible Redemption | Fourth Anniversary

Mezzanine and Stockholders’ Equity [Line Items]

Accrued value redeemable, percentage

120.00%

Series A Cumulative Convertible Preferred Stock Subject To Possible Redemption | Fifth Anniversary

Mezzanine and Stockholders’ Equity [Line Items]

Accrued value redeemable, percentage

110.00%

Series A Cumulative Convertible Preferred Stock Subject To Possible Redemption | After Fifth Anniversary

Mezzanine and Stockholders’ Equity [Line Items]

Accrued value redeemable, percentage

100.00%

Series A Preferred Stock

Mezzanine and Stockholders’ Equity [Line Items]

Payment-in-kind percentage of series A cumulative convertible preferred stock subject to possible redemption

12.00%

Preferred stock, authorized (in shares)

15,000,000.0

Preferred stock (in dollars per share) | $ / shares

$ 12.00

Conversion price (in dollars per share) | $ / shares

$ 7.50

Conversion price reduced (in dollars per share) | $ / shares

$ 7.00

Common Units Class A

Mezzanine and Stockholders’ Equity [Line Items]

Warrant exercisable (in shares)

Common Stock | USA Rare Earth, Inc

Mezzanine and Stockholders’ Equity [Line Items]

Warrant exercisable (in shares)

Lock-Up Agreement

Mezzanine and Stockholders’ Equity [Line Items]

Exchange of shares (in shares)

6,250,000

Percentage of transfer of shares

50.00%

Excess stock, shares removed (in shares)

3,125,000

Percentage of transfer of shares after year two

50.00%

Percentage of transfer of shares after year three

50.00%

Common Stock

Mezzanine and Stockholders’ Equity [Line Items]

Total common stock, % of voting | segment

Conversion price (in dollars per share) | $ / shares

$ 10.00

Conversions (in shares)

7,128,000

Common Stock | Common Stock

Mezzanine and Stockholders’ Equity [Line Items]

Conversions (in shares)

^[1]

878,000

[1]	The shares of the Company’s common stock, common stock units and preferred stock units prior to the Merger have been retrospectively recast to reflect the change in the capital structure as a result of the Merger.

Other Financial Information - Schedule of Asset Retirement Obligations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Asset Retirement Obligation Activities [Roll Forward]
Beginning balance	$ 0	$ 0
Obligations arising from the IORM Acquisition	605	0
Accretion	82	0
Foreign currency translation	13	0
Ending balance	$ 700	$ 0

Equity-Based Compensation - Narrative (Details) $ in Millions	12 Months Ended
	Dec. 31, 2025 USD ($) shares
Equity-Based Compensation (Details) [Line Items]
Common stock reserved for future issuance (in shares)	13,000,000.0
Unrecognized equity-based compensation expense \| $	$ 0.2
Common Stock
Equity-Based Compensation (Details) [Line Items]
Converted shares (in shares)	4,550,000
Conversion ratio	0.204
Restricted stock units
Equity-Based Compensation (Details) [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period	3 years
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage	33.33%
Restricted stock units \| Director
Equity-Based Compensation (Details) [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period	1 year
Share-based compensation arrangement by share-based payment award, award vesting rights, conversion ratio	1
Performance restricted stock units \| Director
Equity-Based Compensation (Details) [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting rights, conversion ratio	1
Incentive Units
Equity-Based Compensation (Details) [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage	100.00%
Incentive Units \| Minimum
Equity-Based Compensation (Details) [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period	1 year
Incentive Units \| Maximum
Equity-Based Compensation (Details) [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period	5 years
2024 Omnibus Incentive Plan
Equity-Based Compensation (Details) [Line Items]
Common stock reserved for future issuance (in shares)	13,000,000.0
Number of units, right to receive (in shares)	1

Fair Value Measurements

12 Months Ended

Dec. 31, 2025

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements.

See Note 1, “Organization – Significant Accounting Policies – Fair Value” for a description of the fair value hierarchy.

Level 1 and Level 2 Fair Value of Financial Instruments on a Recurring Basis


		December 31, 2025								December 31, 2024
	Pricing Category	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
		(In thousands)

Money market funds	Level 1	$	353,841	$	—	$	—	$	353,841	$	15,709	$	—	$	—	$	15,709

Level 3 Fair Value of Financial Instruments on a Recurring Basis

The following table presents the Level 3 financial liabilities measured on a recurring basis. The Company has no Level 3 financial assets measured on a recurring basis.



		December 31,
		2025		2024

	(In thousands)











Liabilities:
Derivative liability		$	—	$	1,164
Earnout liabilities		108,671		—
Warrant liabilities		19,534		—






Total liabilities		$	128,205	$	1,164

Level 3 Valuation and Reconciliation

Derivative Liability

On February 26, 2025, the Company remeasured the derivative liability, related to the Hatch Note, using the Black-Scholes model upon the change in terms of the Hatch Note. The Hatch Note was settled on February 26, 2025, and therefore, no further remeasurement was performed after the settlement date. See Note 4, “Other Financial Information - Notes Payable” for additional information regarding the Hatch Note.

The following table summarizes the significant inputs to value the derivative liability.


	February 26, 2025 (1)	December 31, 2024
Class C-1 unit price	n/a	$1.47
Class A common unit price	$2.16	n/a
Expected volatility	55.0% - 59.1%	55.0% - 59.1%
Risk-free rate	4.20% - 4.34%	4.20% - 4.34%
Credit risk spread	0.29	0.29
Remaining term (in years)	0.2 - 0.57	0.2 - 0.57

(1)The Hatch Note was settled on February 26, 2025, and therefore, no further remeasurement was performed after the settlement date.

The following table presents the reconciliation of the derivative liability measured at fair value on a recurring basis.



	Year Ended December 31,
		2025		2024

		(In thousands)
Beginning balance		$	1,164	$	420

Change in estimated fair value (1)		(716)		744
Settlement of the Note upon conversion		(448)		—


Ending balance		$	—	$	1,164

(1)Change in estimated fair value is recognized in Loss on fair market value of financial instruments, net in the Consolidated Statements of Operations and Comprehensive Loss.

Earnout Liabilities

The Company valued the Earnout Shares liability using a Monte Carlo simulation which includes Level 3 unobservable inputs on the initial valuation date (March 13, 2025) and December 31, 2025.

The following table summarizes the significant inputs to value the Earnout Shares liability.


			December 31, 2025
Share price			$11.90
Expected volatility			70.1%
Risk-free interest rate			3.70%
Remaining term (in years)			5.2


	December 31,
		2025		2024
		(In thousands)
Beginning balance		$	—	$	—
Establishment of liability at March 13, 2025		99,639		—
Change in estimated fair value (1)		9,032		—



Ending balance		$	108,671	$	—

(1)Change in estimated fair value is recognized in Loss on fair market value of financial instruments, net in the Consolidated Statements of Operations and Comprehensive Loss.

Warrant Liability

On March 13, 2025, the Company issued Series A Investor Warrants in exchange for prior Class A Purchase Warrants in connection with the Merger and related transactions. The Company valued the liability classified Series A Investor Warrants using a Monte Carlo simulation, which includes Level 3 unobservable inputs on the initial valuation date (March 13, 2025) and December 31, 2025. On May 2, 2025, the exercise price was reset from $12.00 to $7.00 as a result of the warrant issuances under the $75M PIPE (as defined below). See the Common Stock Warrant Liability section in this footnote below, and Note 7, Mezzanine and Stockholders' Equity, for further details related to the Series A Investor Warrants

The following table summarizes the significant inputs to value the Series A Investor Warrants liability.


			December 31, 2025
Share price			$11.90
Exercise price (1)			$7.00
Expected volatility			67.3%
Risk-free rate			3.6%
Dividend yield			—%
Put term (in years)			4.2

(1)On May 2, 2025, the exercise price of this warrant was reset from $12.00 to $7.00.

The following table presents the reconciliation of the Series A Investor Warrants liability measured at fair value on a recurring basis.


	December 31,
		2025		2024
		(In thousands)
Beginning balance		$	—	$	—
Establishment of liability at March 13, 2025		40,652		—
Change in estimated fair value (1)		37,549		—
Warrant exercises		(58,667)		—


Ending balance		$	19,534	$	—

(1)Change in estimated fair value is recognized in Loss on fair market value of financial instruments, net in the Consolidated Statements of Operations and Comprehensive Loss.

Private Investment in Public Entity Financing

On May 2, 2025, the Company closed its $75.0 million private investment in public equity (“PIPE”) financing agreement (the “$75M PIPE”) with a single institutional investor. The $75M PIPE included issuance of Common Stock, Common Stock warrants and Prefunded warrants. Both Common Stock warrants and Prefunded warrants are treated as liabilities and are remeasured at each reporting date, with the corresponding gain or loss recognized in Loss on fair market value of financial instruments, net on the Consolidated Statements of Operations and Comprehensive Loss.

See Note 7, “Mezzanine and Stockholders' Equity – Private Investment in Public Entity Financing,” for further information regarding the issuances under the $75M PIPE.

Common Stock Warrant Liability Valuation

The Company valued the $75M PIPE Common Stock warrants, which include Level 3 unobservable inputs using a Monte Carlo simulation model at issuance and at December 31, 2025. As of December 31, 2025, all Common Stock warrants were exercised.


									May 2, 2025
Share price									$10.31
Exercise price									$7.00
Expected volatility									140.0%
Risk-free rate									4.2%
Dividend yield									—%
Put term (in years)									5.4

The following table presents the reconciliation of the Common Stock warrants liability measured at fair value on a recurring basis.


	December 31,
		2025		2024
		(In thousands)
Beginning balance		$	—	$	—
Establishment of liability at May 2, 2025		84,807		—
Change in estimated fair value (1)		58,138		—
Warrant exercises		(142,945)		—


Ending balance		$	—	$	—

(1)Change in estimated fair value is recognized in Loss on fair market value of financial instruments, net in the Consolidated Statements of Operations and Comprehensive Loss.

Prefunded Warrant Liability Valuation

The Company valued the $75M PIPE Prefunded warrants based on the Company’s share value of $10.31 at issuance. As of December 31, 2025, all Prefunded warrants were exercised.

The following table presents the reconciliation of the Prefunded warrants liability measured at fair value on a recurring basis.


	December 31,
		2025		2024
		(In thousands)
Beginning balance		$	—	$	—
Establishment of liability at May 2, 2025		22,309		—
Change in estimated fair value (1)		1,396		—
Warrant exercises		(23,705)		—


Ending balance		$	—	$	—

(1)Change in estimated fair value is recognized in Loss on fair market value of financial instruments, net in the Consolidated Statements of Operations and Comprehensive Loss.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Consolidated Statements of Mezzanine Equity and Stockholders' Equity (Parenthetical)	Dec. 31, 2025	Dec. 31, 2024
Series A Cumulative Convertible Preferred Stock Subject To Possible Redemption
Payment-in-kind percentage of series A cumulative convertible preferred stock subject to possible redemption	12.00%	12.00%
Series A Preferred Stock
Payment-in-kind percentage of series A cumulative convertible preferred stock subject to possible redemption	12.00%

Income Taxes - Summary of Operating Loss Carryforwards (Details) $ in Thousands	Dec. 31, 2025 USD ($)
Domestic
Operating Loss Carryforwards [Line Items]
NOL/Tax Credit Carryforward Amount	$ 53,953
State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
NOL/Tax Credit Carryforward Amount	39,683
NOL/Tax Credit Carryforward Amount, Indefinite	28,359
United Kingdom
Operating Loss Carryforwards [Line Items]
NOL/Tax Credit Carryforward Amount	$ 10,851

Consolidated Statements of Mezzanine Equity and Stockholders' Equity - USD ($)
shares in Thousands, $ in Thousands

Total

Preferred Stock

Subscription Receivable

Common Stock

Retroactive application of recapitalization

Common Stock

As adjusted

Common Stock

Common Units Class A

Common Stock

Common Units Class A

Retroactive application of recapitalization

Common Stock

Common Units Class A

As adjusted

Common Stock

Common Units Class B

Common Stock

Common Units Class B

Retroactive application of recapitalization

Common Stock

Common Units Class B

As adjusted

Common Stock

Convertible Preferred Units Class C

Common Stock

Convertible Preferred Units Class C

Retroactive application of recapitalization

Common Stock

Convertible Preferred Units Class C

As adjusted

Common Stock

Convertible Preferred Units Class C-1

Common Stock

Convertible Preferred Units Class C-1

Retroactive application of recapitalization

Common Stock

Convertible Preferred Units Class C-1

As adjusted

Additional Paid-In Capital

Retroactive application of recapitalization

Additional Paid-In Capital

As adjusted

Additional Paid-In Capital

Preferred Stock

Additional Paid-In Capital

Common Stock

Accumulated Other Comprehensive Income

Subscription Receivable

Accumulated Deficit

Retroactive application of recapitalization

Accumulated Deficit

As adjusted

Non-Controlling Interest

Retroactive application of recapitalization

Non-Controlling Interest

As adjusted

Balances, beginning of period (in shares) at Dec. 31, 2023

^[1]

Balances, beginning of period at Dec. 31, 2023

$ 0

Increase (Decrease) in Temporary Equity [Roll Forward]

USARE LLC Convertible Preferred unit dividends (in shares)

^[1]

116

USARE LLC Convertible Preferred unit dividends

$ 706

Issuance of preferred stock and warrants, net of issuance costs (in shares)

^[1]

2,623

Issuance of preferred stock and warrants, net of issuance costs

$ 20,467

(1,250)

Conversions (in shares)

^[2]

878

Balances, end of period (in shares) at Dec. 31, 2024

2,739

^[1]

Balances, end of period at Dec. 31, 2024

$ 19,923

^[3]

$ 21,173

(1,250)

Common stock balances, beginning of period (in shares) at Dec. 31, 2023

^[2]

59,213

206,520

(206,520)

20,779

(20,779)

54,592

(54,592)

7,861

(7,861)

Balances, beginning of period at Dec. 31, 2023

42,484

$ 0

$ 6

$ 3,704

$ (3,704)

$ 0

$ 3,189

$ (3,189)

$ 0

$ 73,079

$ (73,079)

$ 0

$ 13,404

$ (13,404)

$ 0

$ 93,370

$ (54,223)

$ 0

$ (54,223)

$ 3,331

$ 0

$ 3,331

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Equity-based compensation

1,738

Convertible Preferred dividends

2,239

Issuance of warrants

6,897

USARE LLC Convertible Preferred dividends

(2,945)

Conversion of 12% Series A Convertible Preferred Stock (in shares)

^[2]

878

Dilution of non-controlling interest

(31)

Net loss attributable to USA Rare Earth, Inc.

$ (16,392)

(15,735)

(657)

Common stock balances, end of period (in shares) at Dec. 31, 2024

60,091

^[2]

Balances, end of period at Dec. 31, 2024

$ 34,021

^[3]

$ 6

104,244

$ 0

(72,872)

2,643

Increase (Decrease) in Temporary Equity [Roll Forward]

USARE LLC Convertible Preferred unit dividends (in shares)

USARE LLC Convertible Preferred unit dividends

$ 1,082

Issuance of preferred stock and warrants, net of issuance costs (in shares)

1,495

Issuance of preferred stock and warrants, net of issuance costs

$ 6,283

Shares issue in reverse recapitalization

915

Shares issue in reverse recapitalization

$ 6,989

1,250

Deferred offering costs

(3,237)

Deemed dividend and accretion to redemption value

$ 26,968

Conversions (in shares)

(4,009)

7,128

Conversions

$ (50,353)

50,352

Balances, end of period (in shares) at Dec. 31, 2025

1,224

Balances, end of period at Dec. 31, 2025

$ 8,905

^[3]

$ 8,905

$ 0

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Equity-based compensation

7,919

Extinguishment of note payable

1,506

USARE LLC Convertible Preferred unit dividends (in shares)

182

Shares issued in reverse merger recapitalization (in shares)

21,679

Shares issued in reverse merger recapitalization

$ 2

27,718

(16,954)

Convertible Preferred dividends

(1,082)

Stock issuance

$ 5,367

$ 2,481

Deferred offering costs

(4,234)

Deemed dividend - preferred accretion to redemption value

(26,968)

IORM common stock issuances (in shares)

6,544

IORM common stock issuances

$ 1

94,557

Conversion of 12% Series A Convertible Preferred Stock (in shares)

(4,009)

7,128

Conversions of 12% Series A Cumulative Convertible Preferred Stock

$ (50,353)

50,352

Exercise of warrants (in shares)

37,982

Exercise of warrants

$ 4

631,444

PIPE financing (in shares)

16,883

PIPE financing

$ 2

119,904

Other issuances (in shares)

(2,434)

Earnout liability

(99,639)

Conversion of Series A warrants into liability-classified warrants

(34,612)

Translation adjustment

130

Forward purchase agreements prepayment

(351)

(20,389)

Early termination of forward purchase agreements

399

20,391

Accretion of forward purchase agreements

(2)

Other issuances / Transaction bonus

841

Dilution of non-controlling interest

(25)

Net loss attributable to USA Rare Earth, Inc.

$ (298,524)

(297,559)

(965)

Common stock balances, end of period (in shares) at Dec. 31, 2025

148,055

Balances, end of period at Dec. 31, 2025

$ 494,286

^[3]

$ 15

$ 879,848

$ 130

$ 0

$ (387,360)

$ 1,653

[1]	The shares of the Company’s preferred stock prior to the Merger have been retrospectively recast to reflect the change in the capital structure as a result of the Merger.
[2]	The shares of the Company’s common stock, common stock units and preferred stock units prior to the Merger have been retrospectively recast to reflect the change in the capital structure as a result of the Merger.
[3]	Fiscal 2024 Recast

Commitments and Contingencies - Schedule of Remaining Lease Terms And Discount Rates (Details)	Dec. 31, 2025	Dec. 31, 2024
Finance Lease
Remaining lease term (years)	3 years
Discount rate	4.40%	0.00%
Operating Lease
Remaining lease term (years)	2 years 3 months	3 months 14 days
Discount rate	4.30%	8.76%

Consolidated Balance Sheets - USD ($)
$ in Thousands

Dec. 31, 2025

Dec. 31, 2024

Current assets

Cash and cash equivalents

$ 359,925

$ 16,761

Accounts receivable

3,764

Inventories

18,535

Deferred offering costs

5,134

Prepaid expenses and other current assets

3,151

378

Total current assets

385,375

22,273

Property, plant and equipment, net

86,449

26,529

Mineral interests

17,339

17,125

Goodwill

134,848

Other intangible assets, net

68,612

Equipment deposits

1,879

3,060

Operating lease right-of-use assets

321

Other non-current assets

176

Total assets

694,999

69,069

Current liabilities

Accounts payable

11,069

1,823

Accrued liabilities

14,073

3,071

Contract liabilities

10,500

Derivative liability

1,164

Notes payable

1,849

831

Finance leases, current

283

Operating leases, current

137

Other

Total current liabilities

37,911

6,925

Deferred grants

8,200

Finance leases, non-current

592

Operating leases, non-current

185

Earnout liabilities

108,671

Warrant liabilities

19,534

Deferred tax liability

16,715

Total liabilities

191,808

15,125

Commitments and contingencies (Note 6)

Mezzanine equity

12% Series A Cumulative Convertible Preferred Stock subject to possible redemption

^[1]

8,905

21,173

Subscription receivable

^[1]

(1,250)

Total mezzanine equity

^[1]

8,905

19,923

Stockholders' equity

Common Stock

^[1]

Accumulated other comprehensive income

^[1]

130

Additional paid-in-capital

^[1]

879,848

104,244

Accumulated deficit

^[1]

(387,360)

(72,872)

Non-controlling interest

^[1]

1,653

2,643

Total stockholders' equity

^[1]

494,286

34,021

Total liabilities, mezzanine equity, and stockholders' equity

$ 694,999

$ 69,069

[1]	Fiscal 2024 Recast

Merger Transaction and Acquisition (Tables)

12 Months Ended

Dec. 31, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Schedule of Equity Instruments Outstanding

The following table presents a summary of the number of equity instruments outstanding immediately following the closing of the Merger and the PIPE investment.

(In thousands)

Common Stock

Pre-merger shares

60,273

Shares issued in reverse merger recapitalization

21,679

Total Common Stock

81,952

12% Series A Cumulative Convertible Preferred Stock

Pre-merger shares

4,318

Shares issued in reverse merger recapitalization

915

Total 12% Series A Cumulative Convertible Preferred Stock

5,233

Total shares

87,185

Schedule of Net Proceeds from the Merger

The following table presents the net proceeds from the Merger.


	Amount
	(In thousands)
Sources
Cash - PIPE investment	$	8,000
Cash - IPXX Trust Account	22,843
Cash - IPXX Op Account (Blitzer note)	24
Total Cash in IPXX going into the Merger	$	30,867

Uses
Transaction costs allocated to equity	$	(8,331)
FPA Prepayments	(20,789)
Other Expenses and Prepayments	(1,658)
Total cash used immediately after the merger	$	(30,778)

Net cash to USARE LLC	$	89

Transaction costs allocated to equity	$	350
Net cash used by USARE LLC	(350)
	$	—

Schedule of Business Combination, Consideration Transferred, Equity Interest

The fair value of the newly issued shares of the Company’s common stock was determined based on the closing market price of the Company’s shares of common stock on the date of the acquisition.


	November 18, 2025
	(In thousands)
Cash consideration	$	103,114
Equity consideration	94,557
Total purchase price	$	197,671

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed


	November 18, 2025
	(In thousands)
Cash and cash equivalents	$	905
Accounts receivable	3,165
Inventory	15,329





Other current assets	1,110
Property and equipment	10,593




Intangible assets	69,290
Total assets acquired	100,392



Accounts payable and accrued liabilities	(7,597)
Contract liabilities	(10,976)
Loans	(1,515)
Deferred tax liability	(16,876)
Asset retirement obligation	(605)
Total liabilities assumed	(37,569)

Net assets acquired	62,823
Goodwill	134,848
Total purchase price	$	197,671

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination

The following table presents the components of the fair value of intangible assets acquired as of the date of acquisition, along with their estimated useful lives:


Intangible assets	Fair Value		Weighted Average Useful Life
	(In thousands)		(Years)
Trade name	$	7,245	15.0
Customer relationship	11,856		20.0
Supplier relationship	33,986		10.0
Know-how	16,203		17.0
Total identifiable intangible assets	$	69,290	13.8

Schedule of Business Acquisition, Pro Forma Information

The pro forma results are not necessarily indicative of (i) the results of operations that would have occurred had the operations of this acquisition actually been acquired at the beginning of fiscal year 2024 or (ii) future results of operations.


	Year Ended December 31,
	2025		2024
	(Unaudited, in thousands)
Revenue (1)	$	13,752	$	10,080
Net loss	(304,517)		(23,213)

Organization (Policies)

12 Months Ended

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

The Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Principles of Consolidation

Use of Estimates

Cash and Cash Equivalents

Deferred Offering Costs

Changes in Ownership Interest Without Loss of Control

Fair Value

•Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

•Level 3 — Prices or valuation techniques requiring inputs that are both significant to the fair-value measurement and unobservable.

See Note 1, “Organization – Significant Accounting Policies – Fair Value” for a description of the fair value hierarchy.

Inventories

Long-lived Assets

Property, Plant, and Equipment


Property Type						Useful Life
Land Improvements						20-30 years
Buildings						10-39 years
Building improvements						15 years
Manufacturing equipment						2-25 years
Lab equipment						5-25 years
Furniture and fixtures						3-5 years
Leasehold Improvements						Lesser of estimated useful life or remaining lease term

The costs of normal maintenance, repairs, and minor replacements are expensed as incurred.

Mineral Properties

Exploration and Evaluation Costs

License costs associated with the right to explore in a specific exploration area are capitalized and amortized over the term of the license.

Goodwill and Other Acquired Intangible Assets

Goodwill and other acquired intangible assets represent the value associated with the acquisition of Indian Ocean Rare Metals Pte. Ltd. under the acquisition method of accounting.

Asset Retirement Obligation

Leases

At lease commencement, the Company recognizes a ROU asset and lease liability for all leases. The Company adopted the following practical expedients:

(iii)No outstanding lease payable is recognized on the Consolidated Balance Sheets with respect to these leases.

Lease Expense

Equity-based Compensation

Dividends

Net Loss Attributable to USA Rare Earth, Inc.

Business Combinations

Variable Interest Entities

Revenue Recognition

Arrangements with Multiple Performance Obligations and Termination for Convenience

Practical Expedients and Exemptions

The Company has elected to exclude sales and similar taxes collected from customers from the measurement of the transaction price.

Contract Costs

Product Revenue Recognition

Product revenue is derived from the sale of manufactured products. Contracts are generally evidenced by executed sales orders, purchase orders, or stand-alone agreements with fixed pricing.

Research and Development Costs

Capitalization and Related Considerations

Foreign Currency Translation

Income Taxes

Advertising Expense

Advertising expense is charged to operations during the year in which it is incurred. Advertising expense was not material for the years ended December 31, 2025, and 2024.

Recently Issued Accounting Pronouncements Not Yet Adopted

Recently Adopted Accounting Pronouncement

Recently Issued Accounting Pronouncements Not Yet Adopted

Income Taxes

12 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Abstract]

Income Taxes

Loss Before Taxes

The domestic and foreign components of Loss before taxes were as follows:


	December 31,
	2025		2024
	(In thousands)
Domestic	$	(298,048)	$	(16,392)
Foreign	(636)		—
Loss before taxes	$	(298,684)	$	(16,392)

Benefit From Taxes

The component of benefit from taxes were as follows:


	December 31,
	2025		2024
	(In thousands)
Current:


Foreign	$	2	$	—


Deferred:


Foreign	$	(162)	$	—


Benefit from taxes	$	(160)	$	—

For the year ended December 31, 2025, there were no current federal, state or foreign tax benefits, and there were no deferred federal and state tax benefits. The foreign benefit is primarily driven by the amortization of the identifiable intangible assets accounted for in purchase accounting and net operating loss of the foreign entity. For the year ended December 31, 2024, there were no current or deferred federal, state or foreign tax benefits.

Previously, the Tax Cuts and Jobs Act of 2017 (“TCJA”) eliminated the ability to deduct research and development (“R&D”) expenditures in the year incurred, requiring capitalization and amortization under Internal Revenue Code Section 174. On July 4, 2025, the One Big Beautiful Bill Act of 2025 (“OBBBA”) was signed into law, which includes broad tax reform provisions that extend and modify key elements of the TCJA. Notably, the new legislation now allows an option for the immediate expensing of domestic R&D expenditures, beginning with fiscal year 2025. The legislation also includes modifications to international tax provisions, including changes to the Global Intangible Low-Taxed Income regime and enhancements to the Foreign-Derived Intangible Income deduction. The provisions of the Act effective in 2025 were not material and have been reflected in our results, as applicable.

On August 16, 2022, the Inflation Reduction Act of 2022 was signed into law, which contained, among other things, a corporate alternative minimum tax (“CAMT”) of 15% on corporations with three-year average annual adjusted financial statement income (“AFSI”) exceeding $1.00 billion. The CAMT became effective for the Company beginning with fiscal year 2024. The Company was not subject to CAMT in fiscal year 2024 and does not expect to be subject to CAMT for fiscal year 2025 as its average annual AFSI did not exceed $1.00 billion for the preceding three-year period.

The Organization for Economic Co-operation and Development (“OECD”) has proposed a global minimum tax of 15% of reported profits (also known as “Pillar Two”) and many countries have incorporated Pillar Two model rule concepts into their domestic laws. Pillar Two legislation is effective for the Company for the year ended December 31, 2025. Although the model rules provide a framework for applying the minimum tax, countries may enact Pillar Two slightly differently than the model rules and on different timelines. For the year ended December 31, 2025, there was no impact of Pillar Two on the Company’s Consolidated Financial Statements.

Deferred Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences of differences between the carrying amount of assets and liabilities and their respective tax basis using enacted rates in effect for the year in which the differences are expected to reverse. Significant deferred tax assets and liabilities consist of the following:


	December 31,
	2025		2024
	(In thousands)
Deferred tax assets:

Reserves	$	96	$	—
Accrued expenses	398		385
Other deferred	197		340
Lease liability	196		3
Deferred revenue	1,839		1,722
Intangible assets	—		139
Stock compensation	1,321		—



Net operating losses	16,373		2,828




Deferred tax assets	20,420		5,417
Valuation allowance	(16,103)		(4,480)
Deferred tax assets, net	4,317		937

Deferred tax liabilities:
Investment in Round Top Mountain	(981)		(703)

Fixed assets	(2,770)		(234)
Right-of-use asset	(276)		—
Intangible assets	(17,005)		—







Deferred tax liabilities	(21,032)		(937)

Deferred tax liabilities, net	$	(16,715)	$	—

The deferred tax liabilities recorded in purchase accounting is related to the acquisition of IORM on November 18, 2025. For U.S. federal income tax purposes, the Company made an election under Section 338(g) of the Internal Revenue Code to treat the transaction as an asset acquisition. See Note 2, “Merger Transaction and Acquisition - Acquisition of Indian Ocean Rare Earth Metals Pte. Ltd.,” for further discussion of the IORM acquisition.

As part of the purchase accounting, the Company recognized identifiable intangible assets at fair value, which resulted in differences between the financial reporting basis of these assets and their corresponding tax basis. These differences gave rise to a deferred tax liability, which primarily relates to the purchase accounting adjustments associated with the recognized intangible assets.

The Company continually evaluates the likelihood of the realization of deferred tax assets and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the extent the future realization of the deferred tax assets is more likely than not. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectation of future taxable income or loss, the carryforward periods available to the Company for tax reporting purposes, and other relevant factors.

As of December 31, 2025, based on the Company’s history of earnings and its assessment of future earnings, management believes that it is not more likely than not that future taxable income will be sufficient to realize the deferred tax assets. Therefore, a full valuation allowance has been applied to the Company’s U.S. deferred tax assets. The Company’s foreign deferred tax assets are expected to be realized through the reversal of related deferred tax liabilities and, as such, have been offset by the deferred tax liabilities recorded in the applicable foreign jurisdiction.

The Company’s policy is to indefinitely reinvest the undistributed earnings of its foreign subsidiaries. Accordingly, no provision for federal income taxes has been made on the accumulated earnings of its foreign subsidiaries.

Effective Tax Rate

Reconciliation of the U.S. Federal statutory rate to the Company’s effective tax rate is as follows:


	December 31,
	2025				2024
	(In thousands, except percent)
U.S. Federal statutory amount and rate	$	(62,714)	21	%	$	(3,394)	21	%
State and local income taxes, less federal income tax benefit (1)	—		—		—		—

United Kingdom	(25)		—		—		—


Changes in valuation allowances	9,138		(3)		2,671		(17)



Mark-to-market of warrants and earnouts	51,371		(17)		—		—



Nondeductible/nontaxable items	1,795		(1)		390		(2)





Minority share/partnership filing period	—		—		333		(2)
Other	275		—		—		—
Effective tax amount and rate (2)	$	(160)	—	%	$	—	—	%

(1)For the year ended December 31, 2025, state taxes that made up the majority (greater than 50 percent) of the tax effect in this category were Colorado, Florida and Oklahoma.

Carryforwards

As of December 31, 2025, the Company had varying amounts of federal, state and foreign net operating loss (“NOL”) carryforwards that do not expire or, if not used, expire in various years. Following is a summary of NOL carryforwards and the related expiration dates by jurisdiction:

Jurisdiction

NOL/Tax Credit Carryforward Amount

Expiration

(In thousands)

(year)

Domestic

Federal NOL (1)

53,953

Indefinite

State NOL

39,683

2045

State NOL

28,359

Indefinite

Foreign

United Kingdom

10,851

Indefinite

(1)The U.S. Federal net operating loss carryforwards for income tax purposes are carry forward indefinitely and are subject to an annual limitation of 80% of taxable income.

The utilization of the Company’s net operating losses may be subject to a U.S. federal limitation due to the “change in ownership provisions” under Section 382 of the Internal Revenue Code and other similar limitations in various state jurisdictions should the Company experience a cumulative shift in ownership exceeding 50% over a 3-year period. To date no such ownership shift has occurred; however should IRC 382 be applicable, such limitations may result in a reduction of the amount of net operating loss carryforwards in future years and possibly the expiration of certain net operating loss carryforwards before their utilization.

Changes in Valuation Allowances

The Company maintains a valuation allowance against certain deferred tax assets for which the ultimate realization of future benefits is uncertain. The valuation allowance primarily relates to foreign tax credits and certain state interest expense carryforwards and other deferred tax assets.


	December 31,
	2025		2024
	(In thousands)
Valuation Allowance at Beginning of year	$	(4,480)	$	(1,809)
Additions charged to income tax benefit	(11,623)		(2,671)








Valuation Allowance at End of Year	$	(16,103)	$	(4,480)

Uncertain Tax Positions

The Company had no uncertain tax positions as of December 31, 2025 and 2024. The Company’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analysis of or changes in tax laws, regulations and interpretations thereof as well as other factors.

The Company recognizes interest and penalties associated with uncertain tax positions as part of the income tax provision in in its Consolidated Statements of Operations and Comprehensive Loss and include accrued interest and penalties with the related income tax liability on our consolidated balance sheet. To date, the Company has not recognized any interest and penalties, nor has it accrued for or made payments for interest and penalties.

The Company is subject to taxation in the U.S., various state, and foreign jurisdictions. As of December 31, 2025, the Company’s tax returns remain open to examination by the tax authorities for tax years 2024 and thereafter. The Company is not currently under examination by any tax jurisdictions.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477617/942-740-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478822/944-740-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 5: http://www.xbrl.org/2003/role/exampleRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
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-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
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-Topic 740
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Organization (Tables)

12 Months Ended

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Estimated Useful Lives of the Related Asset

Depreciation is calculated using the straight-line method over the following estimated useful lives of the related assets.


Property Type						Useful Life
Land Improvements						20-30 years
Buildings						10-39 years
Building improvements						15 years
Manufacturing equipment						2-25 years
Lab equipment						5-25 years
Furniture and fixtures						3-5 years
Leasehold Improvements						Lesser of estimated useful life or remaining lease term

Segment Reporting - Narrative (Details) $ in Thousands	12 Months Ended
Segment Reporting - Narrative (Details) $ in Thousands	Dec. 31, 2025 USD ($) segment	Dec. 31, 2024 USD ($)
Segment Reporting [Abstract]
Number of reportable segments	1
Number of operating segments	1
Capital expenditures and equipment deposits \| $	$ 37,359	$ 3,107

Consolidated Statements of Operations and Comprehensive Loss - USD ($)
shares in Thousands, $ in Thousands

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Income Statement [Abstract]

Revenue

$ 1,643

$ 0

Cost of revenue

1,448

Gross profit

195

Operating expenses:

Selling, general and administrative

43,135

9,244

Research and development

15,885

6,341

Amortization of intangible assets

678

Total operating expenses

59,698

15,585

Loss from operations

(59,503)

(15,585)

Other expense, net:

Interest and dividend income

5,446

292

Loss on fair market value of financial instruments, net

(244,488)

(379)

Impairment of equity investment

(405)

Interest expense and other income (loss), net

(139)

(315)

Total other expense, net

(239,181)

(807)

Loss before taxes

(298,684)

(16,392)

Benefit from taxes

(160)

Net loss

(298,524)

(16,392)

Net loss attributable to non-controlling interest

(965)

(657)

Net loss attributable to USA Rare Earth, Inc.

(297,559)

(15,735)

Other comprehensive income, net of tax

Foreign currency translation adjustments

130

Comprehensive loss attributable to USA Rare Earth, Inc.

$ (297,429)

$ (15,735)

Net loss per share attributable to USA Rare Earth, Inc.: *

Basic (in Dollars per share)

^[1]

$ (3.31)

$ (0.40)

Diluted (in Dollars per share)

^[1]

$ (3.31)

$ (0.40)

Number of shares used in per share calculations: *

Basic (in shares)

^[1]

98,021

59,538

Diluted (in shares)

^[1]

98,021

59,538

[1]	Fiscal 2024 Recast

Mezzanine and Stockholders’ Equity - Common Stock, Common Stock warrants, and Prefunded warrant (Details) - PIPE Agreements shares in Thousands	Dec. 31, 2025 $ / shares shares
Common Stock shares \| $75M PIPE
Mezzanine and Stockholders’ Equity [Line Items]
Common Stock Shares and Warrants Issued (in shares)	8,550
Common Stock warrants \| $75M PIPE
Mezzanine and Stockholders’ Equity [Line Items]
Common Stock Shares and Warrants Issued (in shares)	10,714
Exercise Price (in dollars per share) \| $ / shares	$ 7.00
Prefunded warrants \| $75M PIPE
Mezzanine and Stockholders’ Equity [Line Items]
Common Stock Shares and Warrants Issued (in shares)	2,164
Exercise Price (in dollars per share) \| $ / shares	$ 0.0001
Common Stock shares \| $125M PIPE
Mezzanine and Stockholders’ Equity [Line Items]
Common Stock Shares and Warrants Issued (in shares)	8,333

Equity-Based Compensation - Schedule of Activity Related to Incentive Units (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Units
Outstanding at January 1, 2025 (in shares)	39,185	42,271
Grants (in shares)		1,168
Forfeited (in shares)		(4,254)
Conversion to USARE LLC Class A units (in shares)	(39,185)
Outstanding at December 31, 2025 (in shares)	0	39,185	42,271
Weighted Average Grant Date Fair Value
Outstanding, weighted average distribution threshold at January 1, 2025 (in dollars per share)	$ 0	$ 0.97	$ 1.04
Grants (in dollars per share)		1.21
Forfeited (in dollars per share)		$ 1.62
Conversion to USARE LLC class a units, weighted average distribution thresholds (in dollars per share)	$ 0.97
Outstanding balance, intrinsic value	$ 0	$ 46,152	$ 7,753

Mezzanine and Stockholders’ Equity (Tables)

12 Months Ended

Dec. 31, 2025

Equity [Abstract]

Schedule of Total Number of Shares Outstanding and Authority to Issue

The total number of Common Stock and Preferred Stock shares outstanding as of December 31, 2025 and the total number of shares of all classes of stock that USARE has authority to issue is follows:


Class of Stock	Authorized	Par Value	Outstanding
	(In thousands, except par value)
Common stock	750,000	$0.0001	148,055
Preferred stock
12% Series A Cumulative Convertible Preferred Stock (1) (2)	15,000	$0.0001	1,224
Undesignated preferred stock	35,000	$0.0001	—
Total preferred stock	50,000	$0.0001	1,224

Total authorized	800,000

(1)The Company designated 15.0 million shares as 12% Series A Cumulative Convertible Preferred Stock of which 5.23 million shares were issued as of December 31, 2025.

(2)The liquidation value was $8.9 million and $21.2 million on December 31, 2025 and 2024, respectively.

Under the PIPE financing agreements, the Company issued the following shares of Common Stock, Common Stock warrants, and Prefunded warrants.

Security Issuance Date

Common Stock Shares and Warrants Issued

Exercise Price

(In thousands, except for exercise price)

Common Stock shares

5/2/2025

8,550

Common Stock warrants (1)

5/2/2025

10,714

$7.00

Prefunded warrants (1)

5/2/2025

2,164

$0.0001

Common Stock shares

9/29/2025

8,333

(1)As of December 31, 2025, all warrants were exercised.

Schedule of Warrants to Acquire Common stock

The following table presents the number of potential shares of Common Stock that outstanding warrant holders may acquire.


	Balance Sheet Classification	Initial Common Stock Shares Issuable Upon Exercise	Exercise Price	Potential Common Stock Shares Issuable Upon Exercise at December 31, 2025 (1)

		(In thousands, except for exercise price)
Investor Public Warrants (1)	Equity	12,500	$11.50	—
Investor Private Warrants (1)	Equity	6,000	$11.50	—

Series A Warrants (2)	Liability	5,279	$7.00	2,446

(1)During 2025, all of the Company’s outstanding warrants were either exercised by the holders or converted under the terms of the related warrant agreement.

Schedule of Activity Related to USARE LLC Warrants


	Units	Weighted Average Exercise Price	Intrinsic Value
	(In thousands, except for exercise price)
Outstanding as of January 1, 2025	3,000	$12.00	$	—
Issuance of warrants - additional Class A Preferred	2,279
Conversion to Series A Preferred Investor Warrant	(5,279)
Outstanding as of December 31, 2025	—

The activity related to the USARE LLC warrants to acquire USARE LLC Class B common units as of January 1, 2025, and changes during the year ended December 31, 2025 are summarized as follows:


	Units	Weighted Average Exercise Price	Intrinsic Value
	(In thousands, except for exercise price)
Outstanding as of January 1, 2025	8,315	$0.24	$	16,000
Cashless exercise to Class B Common Units	(8,315)
Outstanding as of December 31, 2025	—


	Units	Weighted Average Exercise Price	Intrinsic Value
	(In thousands, except for exercise price)
Outstanding as of January 1, 2025	1,949	$1.06	$	1,956
Dividends	19	1.73
Cashless exercise to Class B Common Units	(1,968)
Outstanding as of December 31, 2025	—

Schedule of Conversion of Common Stock


			Shares
			(In thousands)
USARE LLC Class B Common Units			1,521
USARE LLC Class C Convertible Preferred Units			379
Total USAR Common Stock issued			1,900

Commitments and Contingencies - Schedule of Finance and Operating Lease Activity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Finance Lease
Right-of-use assets acquired	$ 1,233	$ 0
Amortization expense	190	0
Interest expense	34	0
Cash paid	211	0
Operating Lease
Right-of-use asset acquired	427	36
Lease expense	158	36
Cash paid	$ 155	$ 58

Other Financial Information - Other Intangible Assets (Details) (Details) $ in Thousands	Dec. 31, 2025 USD ($)
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 69,290
Accumulated Amortization	(678)
Net Carrying Amount	68,612
Trade name
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	7,245
Accumulated Amortization	(60)
Net Carrying Amount	7,185
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	11,856
Accumulated Amortization	(74)
Net Carrying Amount	11,782
Supplier relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	33,986
Accumulated Amortization	(425)
Net Carrying Amount	33,561
Know-how
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	16,203
Accumulated Amortization	(119)
Net Carrying Amount	$ 16,084

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Commitments and Contingencies - Schedule of Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Assets
Finance leases, included in property, plant and equipment, net	$ 1,043	$ 0
Operating lease right-of-use assets	321	30
Total	1,364	30
Liabilities
Finance leases, current	283	0
Finance leases, non-current	592	0
Total finance lease liabilities	875	0
Operating leases, current	137	23
Operating leases, non-current	185	0
Total operating lease liabilities	322	23
Total lease liabilities	$ 1,197	$ 23

Government Grants (Details) - USD ($) $ in Millions		12 Months Ended	14 Months Ended
Government Grants (Details) - USD ($) $ in Millions	Jun. 06, 2022	Mar. 31, 2023	May 31, 2023	Dec. 31, 2025	Dec. 31, 2024	Apr. 15, 2022
Tax Incremental Financing
Government Assistance [Line Items]
Government Assistance, Liability, Statement of Financial Position [Extensible Enumeration]	Deferred grants
Financing assistance amount	$ 7.0
Tax exemption period	5 years
Tax assessed rate	90.00%
Investment	$ 140.0
Deferred grant income				$ 7.0	$ 7.0
Govenor's Fund
Government Assistance [Line Items]
Maximum award						$ 1.2
Government award, increment amount payments						$ 0.6
Cumulatively spent amount		$ 1.0	$ 2.0

Concentrations - Schedule of Revenue by Major Customers (Details) - Revenue from Contract with Customer Benchmark - Customer Concentration Risk	12 Months Ended
	Dec. 31, 2025
Customer 1
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	73.00%
Customer 2
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	18.00%
All other customers
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	9.00%

- Definition

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- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Concentrations - Schedule of Revenue from External Customers by Geographic Areas (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Disaggregation of Revenue [Line Items]
Revenue	$ 1,643	$ 0
United States
Disaggregation of Revenue [Line Items]
Revenue	99
International
Disaggregation of Revenue [Line Items]
Revenue	$ 1,544

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Concentrations

12 Months Ended

Dec. 31, 2025

Revenue from Contract with Customer [Abstract]

Concentrations

ConcentrationsConcentrations

Disaggregation of Revenue

All of the Company’s revenue is derived from sales of casting and strip casting material based on the customers’ “shipped to” address. The following tables presents revenue by geographical region and by countries representing more than 10% of revenue. No revenues were reported in fiscal year 2024.



Region	Year Ended December 31, 2025

		(In thousands)
United States			$	99
International			1,544

Total revenue			$	1,643



Country	Year Ended December 31, 2025





Germany		77	%
Switzerland		11	%





Other		12	%
Total revenue		100	%

Major Customers



Customer	Year Ended December 31, 2025


Customer 1		73	%
Customer 2		18	%




All other customers		9	%

Major Raw Material Supply Vendors



Vendor	Year Ended December 31, 2025


Vendor 1		81	%





All other supply vendors		19	%

Long-lived Assets



	December 31,
Country			2025		2024
		(In thousands)
United States			$	75,910	$	26,529






U.K.			10,539		—



Total long-lived assets			$	86,449	$	26,529

- Definition

The entire disclosure for any concentrations existing at the date of the financial statements that make an entity vulnerable to a reasonably possible, near-term, severe impact. This disclosure informs financial statement users about the general nature of the risk associated with the concentration, and may indicate the percentage of concentration risk as of the balance sheet date.

+ References

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+ Details