{"url_path":"/sec/usar/8-k/2026-07-20/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-20","source_url":"https://www.sec.gov/Archives/edgar/data/1970622/0001213900-26-079438-index.html","accession_number":"0001213900-26-079438","cik":"0001970622","ticker":"USAR","issuer_name":"USA Rare Earth, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1970622/0001213900-26-079438-index.html","primary_entity_key":"0001970622","primary_entity_name":"USA Rare Earth, Inc."},"word_count":3360,"has_tables":true,"body_markdown":"** **\n\n****\n\n \n\n** **\n\n****\n\n \n\n \n\n** **\n\n**Item\n5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of\nCertain Officers.**\n\n \n\n*Chief\nExecutive Officer Transition*\n\n \n\nOn\nJuly 19, 2026, USA Rare Earth, Inc. (“USAR” or the “Company”), announced that Barbara Humpton will retire as\nChief Executive Officer and as a director of the Company, effective on October 1, 2026 (the “Separation Date”).\n\n \n\nIn\nconnection with her retirement, Ms. Humpton entered into a retirement agreement with the Company, dated as of July 19, 2026 (the “Retirement\nAgreement”). Ms. Humpton’s 219,329 restricted stock units that, pursuant to the award’s original terms, are scheduled\nto vest on October 1, 2026, will vest on such date, and she will receive a pro-rated portion of her 2026 annual bonus in the amount of\n$500,000 based on the level of performance achieved, in each case, subject to Ms. Humpton’s execution and non-revocation of a general\nrelease of claims in favor of the Company, continued employment until the Separation Date and compliance with the other terms of the\nRetirement Agreement. The Retirement Agreement also includes customary provisions, including non-disparagement, non-solicitation,\ncooperation in certain matters, return of employer’s property and confidentiality obligations. \n\n \n\nMs.\nHumpton’s retirement as Chief Executive Officer was not due to any disagreement with the Company or any matter relating to the\nCompany’s operations, policies or practices.\n\n \n\nThe\nforegoing description of the Retirement Agreement is qualified in its entirety by the Retirement Agreement, a copy of which is attached\nhereto as Exhibit 10.1 and is incorporated herein by reference.\n\n \n\nOn\nJuly 19, 2026, the Company’s Board of Directors (the “Board”) approved appointing Thrasyvoulos Moraitis, age 63, and\ncurrent CEO of the Serra Verde Group (“Serra Verde”), as Chief Executive Officer of the Company on October 1, 2026, or if\nlater, upon the closing of the previously announced business combination between the Company and Serra Verde (the “Serra Verde\nMerger” and the later date, the “Joining Date”). Mr. Moraitis was previously announced as the intended President of\nthe Company upon the closing of the Serra Verde Merger and will serve as President of the Company from such closing until October 1,\n2026 (if closing occurs sooner). Mr. Moraitis has served as CEO of the Serra Verde Group since January 2023.\n\n \n\nPrior\nto joining Serra Verde, Mr. Moraitis was the co-founder of X2 Resources and served on the Executive Committee of Xstrata, led by CEO\nSir Mick Davis, ultimately selling it to Glencore in 2013. At Xstrata he was responsible for strategic development, post-acquisition integration,\nleadership development, external affairs and investor relations as well as Xstrata’s technology business. While at Xstrata, he\nwas involved in some 40 transactions. Mr. Moraitis began his career in the early 1980s as an engineer on the South African gold mines\nof General Mining Union Corporation (Gencor), followed by a series of entrepreneurial activities and, prior to joining Xstrata, was a\nglobal partner at the Monitor Group, a global advisory and merchant banking group. Mr. Moraitis was previously the Chief Development\nOfficer and a member of the Executive Board of EuroChem Group AG, a global fertilizer company and, prior to this, an Executive Director\nat Brilliant Planet, a growth company developing a scalable method for producing microalgae for food solutions and carbon sequestration.\n\nIn\nconnection with his appointment, Mr. Moraitis entered into agreed terms with the Company on July 19, 2026 (the “CEO Terms”),\nwhich will be further memorialized as a side letter to his Employment Letter Agreement (as defined below). Pursuant to the CEO Terms,\nMr. Moraitis will serve as Chief Executive Officer of the Company from the Joining Date through December 31, 2028 (or a correspondingly\nlater date if the Serra Verde Merger is delayed) (the “Term”), unless the Term is mutually extended. During the Term, he\nwill receive a base salary of CHF 822,000 per annum. He will be eligible for an annual bonus of 166% of his current base salary with\nSerra Verde, pro-rated for the period from the beginning of 2026 to the Joining Date, and an annual bonus with a target opportunity of\n100% of base salary and a maximum of 200% of base salary, pro-rated for the period from the Joining Date until the end of 2026. In respect\nof the remainder of 2026 and 2027, he will also receive an award of restricted stock units with a value of $5 million (reflecting an\nannual value of $4 million) to be granted on or shortly after the Joining Date. The award will vest in equal annual installments over\na three-year period from the grant date, subject to his continued employment, generally subject to acceleration on “Separation\nfrom Service” (as defined in Section 409A of the US Internal Revenue Code) on or after age 65 or as a “Good Leaver”\n(as defined in his existing employment agreement with Serra Verde). He will not receive any additional equity grants in 2027.\n\n \n\n1\n\n \n\n \n\nIn\nfurtherance of Mr. Moraitis’s recruitment and to incentivize him to lead and remain with the Company during this critical stage\nof the Company’s development, Mr. Moraitis will receive an “inducement award,” consisting of (i) restricted stock units\nwith a value of $1.5 million vesting in equal annual installments over two years, subject to his continued employment, with acceleration\non Separation from Service on or after age 65, or as a Good Leaver, and (ii) performance stock units with a target value of $6.5 million\nvesting on December 31, 2028 subject to the achievement of meaningful financial, operational and strategic milestones and his continued\nemployment, with acceleration on Separation from Service on or after age 65, as a Good Leaver or due to death or disability, provided\nthe Board determines that the milestones are achieved.\n\n \n\nIn\naddition, in lieu of certain Good Leaver benefits provided for in his employment agreement that he has agreed to forfeit, he will receive\na “make-whole” award of restricted stock units with a value of $4 million, 50% of which will be settled on his Separation\nfrom Service on or after age 65 (or if earlier as a Good Leaver), and the remaining 50% on the one-year anniversary of Separation from\nService. Mr. Moraitis will be entitled to a prorated bonus and certain continued medical benefits upon certain terminations, but he will\nnot be entitled to any additional severance benefits, other than a four-month notice period (or pay in lieu thereof) in accordance with\nSwiss law. Mr. Moraitis will receive reasonable tax planning support, and up to $10,000 for legal fees incurred in connection with the\nnegotiation of the CEO Terms and the side letter.\n\n \n\nThe\nCEO Terms supplement the letter agreement entered into on April 19, 2026 which, as described in the Company’s preliminary proxy\nstatement relating to the Serra Verde Merger filed on May 13, 2026, as supplemented on June 15, 2026 and July 16, 2026 and as may be\nfurther supplemented or amended from time to time, amends Mr. Moraitis’s pre-existing employment agreement with Serra Verde, both\nof which will remain in effect, save as amended by the CEO Terms (the employment agreement as in effect prior to the CEO Terms, “Employment\nLetter Agreement”).\n\n \n\nThe\nforegoing description of the CEO Terms is qualified in its entirety by reference to the intended new side letter with Mr. Moraitis, which\nwill be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the six months ended June 30, 2026.\n\n \n\nThere\nare no family relationships between Mr. Moraitis and any Company director or executive officer, and except as otherwise described herein\nthere are no arrangements or understandings between Mr. Moraitis and any other person pursuant to which he was selected as an officer.\nExcept as otherwise described herein, Mr. Moraitis is not a party to any current or proposed transaction with the Company for which disclosure\nis required under Item 404(a) of Regulation S-K.\n\n* *\n\n*Appointment\nof Executive Chair*\n\n \n\nOn\nJuly 19, 2026, the Board appointed Michael Blitzer, age 49, as the Executive Chair of the Board (the “Executive Chair”) to\nkeep the Board and management closely aligned on the Company’s growth strategy, operating priority and delivery against key milestones,\nto support the Company’s ongoing strategic transactions, including the Serra Verde Merger, proposed transactions with Carester\nSAS, a French société par actions simplifiée, (“Carester”) and Texas Mineral Resources Corp., a Delaware\ncorporation, to support the leadership changes disclosed in this Current Report on Form 8-K and to reflect the central role he plays\nin setting the Company’s strategic direction, anchoring its vision to build a global mine-to-magnet value chain and identifying\norganic and inorganic growth opportunities.\n\n \n\nMr.\nBlitzer has served as Chairman of the Board of the Company since March 2023. He served as CEO of Inflection Point Acquisition Corp. II\nfrom March 2023 until March 2025. Mr. Blitzer currently serves on the board of directors of Intuitive Machines, Inc. and Merlin Labs,\nInc. He has served as the Chairman and CEO of Inflection Point Acquisition Corp. III since October 2024, as the Chairman and CEO of Inflection\nPoint Acquisition Corp. V since September 2025, as the Chairman of Inflection Point Acquisition Corp. VI since December 2025, and as\nthe Chairman and CEO of Inflection Point Asset Management since 2024. Previously, Mr. Blitzer was the founder and CEO of Kingstown Capital\nManagement from 2004 until 2021. Mr. Blitzer began his Wall Street career at J.P. Morgan\nSecurities in 1999 advising companies globally in private debt and equity capital raises followed by work at the investment fund Gotham\nAsset Management.\n\n \n\nIn\nconnection with the appointment of Mr. Blitzer as the Executive Chair, Mr. Blitzer resigned from his roles as a member of the Compensation\nCommittee and the Nominating and Governance Committee.\n\n \n\n2\n\n \n\n \n\nIn\nconnection with his appointment, Mr. Blitzer entered into an agreement dated July 19, 2026 (the “Executive Chair Agreement”).\nUnder the terms of the Executive Chair Agreement, Mr. Blitzer will receive an annual cash retainer of $170,000 and annual grants of restricted\nstock units with a value of $2.53 million which will vest in equal annual installments over a three-year period, with the value of the\nfirst such annual award pro-rated to reflect the period remaining until the Company’s 2027 annual meeting of stockholders (and\nreduced by the restricted stock units he already received for the current year), resulting in a grant of 133,353 restricted stock units\nin the first grant. In addition, he received a one-time grant of 31,427 restricted stock units in recognition of his central role in\nsetting the Company’s strategic direction. The vesting of the restricted stock units is subject to his continued services as Executive\nChair, subject to acceleration on termination without cause or resignation for good reason or if he is not reappointed at the 2027 or\n2028 annual meeting (unless he voluntarily decides not to be reappointed) or on the date of the 2029 annual meeting if the term is not\nextended). The first annual award and the one-time award were granted on July 19, 2026. Mr. Blitzer will not receive any additional cash\nor equity compensation under the Company’s Non-Employee Director Compensation Policy. The foregoing description of the Executive\nChair Agreement is qualified in its entirety by the Executive Chair Agreement, a copy of which is attached hereto as Exhibit 10.2 and\nis incorporated herein by reference.\n\n \n\nThere\nare no family relationships between Mr. Blitzer and any Company director or executive officer, and no arrangements or understandings\nbetween Mr. Blitzer and any other person pursuant to which he was selected as an officer. Except as disclosed in the Company’s\ndefinitive proxy statement filed on April 23, 2026 under the heading “Transactions with Related Persons,” which description\nis incorporated herein by reference, or as set forth in the Amended and Restated Lockup Agreement between the Company, Mr. Blitzer and\nMs. Humpton, dated June 3, 2026, and filed as Exhibit 10.3 of this Current Report on Form 8-K, Mr. Blitzer is not a party to any transaction\nwith the Company for which disclosure is required under Item 404(a) of Regulation S-K.\n\n** **\n\n**Cautionary\nNote Regarding Forward-Looking Statements**\n\n \n\nThis\nreport, including the exhibits filed hereto, contains “forward-looking statements” within the meaning of the Private Securities\nLitigation Reform Act of 1995. These statements include those relating to our financing arrangement with the U.S. Department of Commerce\n(the “DOC”), the proposed acquisition of Serra Verde, our business plans, strategy, goals and prospects, our plans for and\nprospects of our other acquisitions, investments and other business development activities, including the announced Carester and TMRC\ntransactions and other statements regarding USAR’s expectations for future development, operations, strategies, transactions and\nfinancial performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts.\nWords such as “aim,” “anticipate,” “believe,” “can,” “continue,” “could,”\n“estimate,” “expect,” “growth,” “intend,” “may,” “might,” “plan,”\n“potential,” “project,” “propose,” “should,” “target,” “vision,”\n“will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words\ndoes not mean that a statement is not forward-looking.\n\n \n\nForward-looking\nstatements are subject to risks and uncertainties and potentially inaccurate assumptions that could cause actual results to differ materially\nfrom our expectations, including without limitation: risks that the proposed transactions with Serra Verde, Carester and TMRC may not\nbe consummated on their anticipated timelines or at all; we may not realize the anticipated benefits of our proposed and prior acquisitions,\nincluding expected synergies, financial performance, estimated earnings before interest, taxes, depreciation and amortization and, in\nthe case of Serra Verde, integration of operations, on the anticipated timeline or at all; the ability of our magnet manufacturing facility\nin Stillwater, Oklahoma (the “Stillwater facility”) or other future magnet manufacturing facilities to commence commercial\noperations on the timing and with the production capacity anticipated or at all; our limited operating history; our ability to commercially\nextract minerals from the Round Top deposit in Texas on our anticipated timeline or at all; risks that we may experience delays, unforeseen\nexpenses, increased capital costs, and other complications in operating our business; our ability to raise necessary capital on acceptable\nterms or at all; potential dilution to existing stockholders and adverse effect on our stock price if we issue additional common stock\nor equity-linked securities; the volatility of our stock price; our ability to satisfy project milestones and other conditions to disbursement\nunder our financing arrangement with the DOC on the anticipated timeline or at all; our dependence on continued governmental support\nfor the DOC financing transactions, which remains subject to changes in laws, regulations, administrations and appropriations; extensive\naffirmative and negative covenants, domestic content and national security guardrail provisions and ongoing reporting obligations in\nthe DOC financing agreements that restrict our operational and financial flexibility; the risk that defaults under the DOC funding agreements\ncould trigger cross-defaults across our financing arrangements; the impact of the DOC’s equity interest in us on our ability to\npursue strategic transactions and on our relationships with customers, suppliers, partners and other counterparties; 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\nwithout limitation as a result of dumping, predatory pricing and other tactics by our 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 neo magnets and other products into definitive orders; geopolitical developments or\ndisruptions, such as changes in the political environment, export/import or environmental policy of the People’s Republic of China,\nthe United States or other countries in which we operate or sell products or otherwise; war, terrorism, natural disasters or public health\nemergencies; our ability to retain or recruit key personnel; environmental, health and safety regulations; and our ability to comply\nwith requirements for federal, state and local government incentives and financing.\n\n \n\n3\n\n \n\n \n\nAdditional\nrisks and detailed information regarding factors that may cause actual results to differ materially has been and will be included in\nour filings with the SEC. Any forward-looking statements speak only as of the date of this report (or such other date as is specified\nin such statements), and USAR undertakes no obligation to update any forward-looking statements as a result of new information or future\nevents or developments, except to the extent required by law.\n\n** **\n\n**Additional\nInformation and Where to Find It**\n\n \n\nIn\nconnection with the Serra Verde Merger, USAR filed the Preliminary Proxy Statement and, following SEC review, intends to file a definitive\nproxy statement (together with any amendments or supplements thereto, the “Proxy Statement”), to be distributed to USAR’s\nstockholders in connection with USAR’s solicitation of proxies for the vote by USAR’s stockholders with respect to the issuance\nof USAR common stock as merger consideration and other matters described in the Proxy Statement. SVRE’s shareholders approved the\nmerger by written consent which was delivered concurrently with the signing of the merger agreement and will not receive a proxy statement\nor prospectus. USAR also plans to file with or furnish to the SEC other relevant documents regarding the Serra Verde Merger. After SEC\nreview of the preliminary proxy statement is completed, the definitive Proxy Statement will be mailed to stockholders of USAR. BEFORE\nMAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ALL OTHER RELEVANT\nDOCUMENTS THAT ARE OR WILL BE FILED WITH OR FURNISHED TO THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY\nAND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED\nMATTERS.\n\n \n\nInvestors\nand security holders will be able to obtain free copies of the Proxy Statement and other documents containing important information about\nUSAR and the Serra Verde Merger, once such documents are filed with or furnished to the SEC through the website maintained by the SEC\nat www.sec.gov. Copies of the documents filed with or furnished to the SEC by USAR will be available free of charge on USAR’s website\nat investors.usare.com or by contacting USAR’s Investor Relations department by email at IR@usare.com. The information included\non, or accessible through, USAR’s website is not incorporated by reference into this communication.\n\n** **\n\n**Participants\nin the Solicitation**\n\n \n\nUSAR\nand certain of its directors and executive officers and other members of its management and employees may be deemed to be participants\nin the solicitation of proxies in respect of the Serra Verde Merger.\n\n \n\nInformation\nabout the directors and executive officers of USAR, including a description of their direct or indirect interests, by security holdings\nor otherwise, is contained in USAR’s Preliminary Proxy Statement. Any changes in the holdings of USAR’s securities by USAR’s\ndirectors or executive officers from the amounts described in the Preliminary Proxy Statement will be reflected in Statements of Changes\nin Beneficial Ownership on Form 4 (“Form 4”) or Annual Statements of Changes in Beneficial Ownership of Securities on Form\n5 (“Form 5”) subsequently filed with the SEC and available at the SEC’s website at www.sec.gov. Additional information\nregarding the interests of such participants will be contained in the Proxy Statement when available.\n\n \n\n4\n\n \n\n** **\n\n**No\nOffer or Solicitation**\n\n \n\nThis\ncommunication is for informational purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation\nof an offer to buy or sell any securities, or a solicitation of any vote or approval on the Serra Verde Merger or otherwise, nor shall\nthere be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration\nor qualification under the securities laws of any such jurisdiction. No offer of securities shall be made, except by means of a prospectus\nmeeting the requirements of Section 10 of the Securities Act of 1933, as amended, or pursuant to an applicable exemption therefrom."}