{"url_path":"/sec/usar/8-k/2026-06-03/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 Regulation FD Disclosure","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-03","source_url":"https://www.sec.gov/Archives/edgar/data/1970622/0001213900-26-064453-index.html","accession_number":"0001213900-26-064453","cik":"0001970622","ticker":"USAR","issuer_name":"USA Rare Earth, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1970622/0001213900-26-064453-index.html","primary_entity_key":"0001970622","primary_entity_name":"USA Rare Earth, Inc."},"word_count":802,"has_tables":true,"body_markdown":"Item 7.01. Regulation FD Disclosure\n\n \n\nOn June 3, 2026, USAR issued\na press release announcing its entry into the Funding Agreements, a copy of which is being furnished as Exhibit 99.1 hereto and incorporated\nby reference herein.\n\n \n\nThe information provided\nunder this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is “furnished” and shall not be deemed “filed”\nwith the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended,\nor the Securities Act.\n\n \n\nCautionary Note Regarding Forward-Looking Statements\n\n \n\nThis Current Report on Form\n8-K and the documents included as exhibits hereto contain “forward-looking statements” within the meaning of the Private Securities\nLitigation Reform Act of 1995. These statements include those relating to the Awards, the expected timing and completion of the Awards,\nthe expected benefits of the Awards including anticipated financial results, our anticipated operating and financial performance, our\nbusiness plans, strategy, goals and prospects, our plans for and prospects of our acquisitions, investments and other business development\nactivities, including the announced proposed acquisition of SVRE and transactions with Carester SAS (“Carester”) and Texas\nMineral Resources Corp. (“TMRC”), our plans for capital raising activities, and our ability to successfully capitalize on\ngrowth opportunities and prospects. Such statements can be identified by the fact that they do not relate strictly to historical or current\nfacts. Words such as “will,” “may,” “could,” “should,” “likely,” “ongoing,”\n“anticipate,” “estimate,” “expect,” “project,” “predict,” “intend,”\n“plan,” “believe,” “aim,” “build,” “continue,” “potential,” “vision,”\nand similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not\nforward-looking.\n\n \n\nForward-looking statements\nare subject to risks and uncertainties and potentially inaccurate assumptions that could cause actual results to differ materially from\nour expectations, including without limitation: our ability to achieve the conditions to funding under the Funding Agreements, including\nthe requirement to raise additional equity capital; the risk that the Funding Agreements may be challenged in the future; risks that the\nproposed transactions with SVRE, Carester and TMRC may not be consummated on their anticipated timelines or at all; we may not realize\nthe anticipated benefits of our proposed and prior acquisitions, including expected synergies, financial performance, estimated EBITDA\nand, in the case of SVRE, integration of operations, on the anticipated timeline or at all; the ability of our Stillwater magnet manufacturing\nfacility to commence commercial operations on the timing and with the production capacity anticipated or at all; our limited operating\nhistory; our ability to commercially extract minerals from the Round Top deposit on our anticipated timeline or at all; risks that we\nmay experience delays, unforeseen expenses, increased capital costs, and other complications while operating our business; our ability\nto raise necessary capital on acceptable terms or at all; potential dilution to existing stockholders and the possible adverse effect\non our stock price if we issue additional common stock or equity-linked securities; the volatility of our stock price; the availability\nof rare earth oxide, metal feedstock and other materials, utilities (including power and water) and equipment in quantities and prices\nthat allow us to develop and commercially operate our Stillwater facility and other facilities; our ability to meet individual customer\nspecifications and manufacture a consistently high quality product; fluctuations in demand for and prices of our products, including without\nlimitation as a result of dumping, predatory pricing and other tactics by USAR’s competitors or state actors or the overall competitive\nenvironment; our ability to achieve positive cash flow or profitability or the ability to access cash flow within our corporate structure\ndue to restrictions contained in our financing agreements; our ability to convert current commercial discussions and/or memorandums of\nunderstanding with customers for the sale of our products into definitive orders; geopolitical developments or disruptions, such as changes\nin the political environment, export/import or environmental policy of the People’s Republic of China, the United States or other\ncountries in which we operate or sell products or otherwise; war, terrorism, natural disasters or public health emergencies; our ability\nto retain or recruit key personnel; environmental, health and safety regulations; and our ability to comply with requirements for federal,\nstate and local government incentives and financing.\n\n \n\n4\n\n \n\n \n\nAdditional risks and detailed\ninformation regarding factors that may cause actual results to differ materially has been and will be included in USAR’s filings\nwith the SEC, including USAR’s most recently filed Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q\nand subsequent filings. Any forward-looking statements speak only as of the date of this Current Report on Form 8-K (or such other date\nas is specified in such statements), and USAR undertakes no obligation to update any forward-looking statements as a result of new information\nor future events or developments, except to the extent required by law."}