USA Rare Earth, Inc. (USAR): Form 8-K filed 2026-09-04
- Accepted by EDGAR
- 2026-09-04 07:11 ET
- Event date
- 2026-09-03
- Accession no.
- 0001213900-26-097399
- Original filing
- SEC EDGAR filing index
Items reported
- Item 1.01: Entry into a Material Definitive Agreement
The company signed a material agreement outside the ordinary course of business, or materially amended one. Typical examples are credit agreements, merger agreements, large supply or licensing contracts and financing arrangements. - Item 2.01: Completion of Acquisition or Disposition of Assets
The company completed the acquisition or disposition of a significant amount of assets, including a business. The report covers the date, the assets, the counterparty and the consideration. - Item 2.03: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The company became obligated under a material direct financial obligation, such as a loan, notes offering or credit facility draw, or under a material off-balance sheet arrangement. - Item 3.02: Unregistered Sales of Equity Securities
The company sold equity securities in a transaction not registered under the Securities Act, such as a private placement, above a size threshold. - Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
A director or a named officer (such as the CEO or CFO) left or was appointed, or certain executive compensation arrangements were adopted or changed. - Item 7.01: Regulation FD Disclosure
The company is making information public under Regulation FD, which requires broad public disclosure of material information shared with certain market participants. Investor presentations and press releases are common. Like Item 2.02, this information is generally "furnished" rather than "filed". - Item 8.01: Other Events
A voluntary disclosure of an event the company considers important to security holders that no other Item covers, such as a dividend declaration, a buyback program, litigation updates or product news. - Item 9.01: Financial Statements and Exhibits
Lists the financial statements, pro forma information and exhibits filed with the report. It almost always accompanies another Item and is rarely news on its own.
Documents
| Type | Description | Document |
|---|---|---|
| 8-K | CURRENT REPORT | ea0304001-8k_usarare.htm |
| EX-2.3 | AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER, DATED SEPTEMBER 3, 2026 | ea030400101ex2-3.htm |
| EX-10.1 | REGISTRATION RIGHTS AGREEMENT, DATED SEPTEMBER 3, 2026, BY AND AMONG USAR, SERRA | ea030400101ex10-1.htm |
| EX-10.2 | BOARD APPOINTMENT AGREEMENT, DATED SEPTEMBER 3, 2026, BY AND BETWEEN USAR AND VB | ea030400101ex10-2.htm |
| EX-99.1 | PRESS RELEASE, DATED SEPTEMBER 4, 2026, ANNOUNCING THE CLOSING OF THE MERGER | ea030400101ex99-1.htm |
| EX-99.3 | UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF USAR AS OF AND F | ea030400101ex99-3.htm |
This page lists what the filing reports; it does not summarize or interpret it. Read the original documents on SEC EDGAR. How to read an 8-K.