{"url_path":"/sec/usar/8-k/2026-06-03/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events","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":1265,"has_tables":true,"body_markdown":"Item 8.01. Other Events\n\n \n\nUSAR is providing the additional\nrisk factors set forth below to supplement the risks described in “Risk Factors” in USAR’s Annual Report on Form 10-K\nfor the fiscal year ended December 31, 2025.\n\n* *\n\n*Risk Factors*\n\n** **\n\n**The execution of the Funding Agreements, the Securities Issuance\nAgreement and the Warrant with the Department of Commerce, the receipt of funding thereunder and the consummation of the related transactions\nare subject to a number of risks and uncertainties, and the DOC’s ownership of a significant equity interest in USAR may subject\nUSAR and its stockholders to additional risks, any of which could have a material adverse effect on USAR’s business, financial condition\nand results of operations or adversely impact the interests of our other stockholders.**\n\n \n\n●**The timing and amount of funding under the Funding Agreements\nis subject to the satisfaction of project milestones and other conditions to disbursement that we may not meet on the anticipated timeline\nor at all.**Disbursements of the Awards are conditioned on the achievement of specified Project milestones (including design, construction,\nproduction qualification and capacity thresholds for the Round Top Mine Project, the Stillwater Magnet Project, the Stillwater Metal\nProject, the Magnet Project 2 and the Metal Project 2), the making of cash equity contributions to our subsidiaries to fund Project costs,\nthe satisfaction of financial ratio and liquidity thresholds, the receipt of required permits and approvals and other customary conditions.\nIn addition, the Funding Agreements impose specified equity raising and credit facility requirements that USAR will need to satisfy on\nthe timeline contemplated by the Funding Agreements. There can be no assurance that we will achieve these milestones or satisfy the other\nconditions on the anticipated timeline or at all, and any failure to do so could delay or reduce the funding we receive, result in a\nclawback of amounts previously disbursed or give rise to an event of default under the Funding Agreements.\n\n \n\n●**The authorization of, and continued support for, the transactions\nremain subject to changes in laws, regulations, administrations and appropriations.**Although the DOC has confirmed its authority\nto enter into the Funding Agreements, the Securities Issuance Agreement and the Warrant under the CHIPS Incentives Program—Facilities\nfor Semiconductor Materials and Manufacturing Equipment under the CHIPS Act of 2022, there can be no assurance that the transactions\nwill not be modified, challenged or impaired in the future. Potential sources of uncertainty include changes in federal or international\nlaws, regulations, administrative actions and interpretations thereof; a determination by any branch of the federal government that any\naspect of the agreements was unauthorized, void or voidable; future changes in administration or legislative priorities; the continued\navailability of Congressional appropriations; geopolitical developments; and the defenses and remedies available to a government counterparty.\nNo other federal agency or branch is contractually bound to support, or refrain from challenging, the transactions, which may also be\nsubject to litigation or administrative challenge by third parties.\n\n** **\n\n****\n\n5\n\n \n\n** **\n\n●**The Funding Agreements contain extensive affirmative and\nnegative covenants, domestic content and national security guardrail provisions and ongoing reporting obligations that restrict our operational\nand financial flexibility.**These include restrictions on the incurrence of indebtedness, the granting of liens, asset dispositions,\ndividends, share repurchases and equity redemptions; restrictions on mergers, dispositions and change of control transactions without\nDOC consent; restrictions on joint research and transactions with foreign countries and entities of concern; limitations on capital expenditures\nand affiliate transactions; compliance with the Davis-Bacon Act and other applicable laws; financial and liquidity covenants; and comprehensive\nreporting obligations covering financial, operational, cybersecurity and supply chain matters. These requirements may be subject to broad\nor changing interpretation, and any violation could result in the suspension, clawback or termination of funding. Compliance with these\ncovenants and conditions could restrict our ability to take actions that management believes are important to our long-term strategy,\nincluding capital allocation, strategic transactions, geographic expansion and financing activities.\n\n** **\n\n●**The FFB Advances are secured by first-priority liens on\nsubstantially all of our assets, and defaults under the Funding Agreements could trigger cross-defaults across our financing arrangements.**The FFB Advances and USAR’s related obligations are guaranteed by the subsidiary guarantors and secured by first-priority liens\non substantially all of the assets of USAR and the subsidiary guarantors. The Funding Agreements contain express cross-default provisions\nin respect of indebtedness above specified thresholds. Upon an event of default, the DOC may, among other remedies, accelerate the FFB\nAdvances, terminate any of the Funding Agreements, withhold or claw back disbursements, foreclose on the collateral, exercise set-off\nrights and initiate debarment proceedings. An event of default under the Funding Agreements, or under any of USAR’s or its subsidiaries’\nother material indebtedness, could also, depending on the terms of the relevant contracts, trigger cross-default, change of control or\nsimilar provisions under our and our subsidiaries’ other material contracts.\n\n** **\n\n●**The transactions are dilutive to existing stockholders,\nthe DOC will retain the equity issued to it regardless of the level of funding we receive and we will require substantial additional\ncapital.**USAR has issued to the DOC 16,132,790 SIA Shares and the Warrant to purchase 17,600,584 Warrant Shares at an exercise price\nof $17.17 per share, each of which is dilutive to existing stockholders. The DOC will retain 100% of these securities whether or not\nwe receive any or all of the funding contemplated by the Funding Agreements and even if any such funding is received and subsequently\nclawed back, which would materially increase the effective dilution to other stockholders. Additional equity capital will also be required\nto satisfy the equity contribution and other capital requirements under the Funding Agreements, and there can be no assurance that this\ncapital will be available on acceptable terms, on the required timeline, or at all.\n\n** **\n\n●**The DOC’s equity interest in USAR and its broader\nrole as a counterparty and regulator may limit our ability to pursue strategic transactions and may affect our relationships with customers,\nsuppliers, partners and other counterparties.**The existence of a significant federal government equity interest, together with the\nDOC’s contractual rights and remedies (including transfer restrictions, registration rights and anti-dilution protections) and\nits broader authority over the laws, regulations and policies affecting our industry, may limit our ability to pursue potential future\nstrategic transactions that could be beneficial to stockholders, including by limiting the willingness of third parties to engage in\nsuch transactions with us. The announcement or completion of the transactions and the presence of the federal government as a significant\nstockholder could also prompt adverse reactions from, or increased scrutiny by, customers, suppliers, strategic partners, foreign governments,\nemployees, competitors or regulators (including under foreign subsidy, competition, investment screening, antitrust or similar regimes).\nGiven the scarcity of recent U.S. precedents for transactions of this type, it is difficult to foresee all of the potential consequences,\nand there may also be litigation relating to the transactions and increased public and political scrutiny.\n\n \n\n6\n\n \n\n** **\n\n●**The financial, tax and accounting treatment of the transactions\nremains uncertain.**Given the novelty and complexity of the transactions and the highly integrated nature of the Funding Agreements,\nthe Securities Issuance Agreement and the Warrant, USAR’s analysis of the financial, tax and accounting implications of its commitments\nand obligations has not been completed and may take considerable time and require significant attention from management. The analysis\nmay require adjustment over time as a result of changes in tax law or regulations, changes in accounting practices, amendments to or\ntermination of any of the agreements or other unforeseen developments, any of which could result in the recognition of additional costs,\ncharges, losses or liabilities, restatements or other modifications of USAR’s financial statements or adjustments to previously\nprovided estimates or guidance."}