{"success":true,"data":{"pressRelease":{"id":"114640","rtpr_id":"nGNX9S3wxw","ticker":"USAR","exchange":"NASDAQ","all_tickers":["USAR"],"title":"USA Rare Earth Reports Second Quarter 2026 Financial Results","author":"Globe Newswire","published_at":"2026-08-10T20:30:00.568Z","article_body":"STILLWATER, Okla., Aug. 10, 2026 (GLOBE NEWSWIRE) -- USA Rare Earth, Inc.\n(Nasdaq: USAR) (the Company), (USAR), a rare earth, critical minerals and\nadvanced materials company, today announced its financial and operational\nresults for the second quarter and six months ended June 30, 2026.\n\nExecutive Commentary\n\n“The second quarter of 2026 marked a period of decisive progress for USA\nRare Earth, defined by the milestones that bring our integrated global rare\nearth value chain to life,” said Barbara Humpton, CEO of USA Rare Earth.\n“We announced our intent to acquire Serra Verde, the only scaled producer of\nall four magnetic rare earths outside Asia; signed definitive documentation\nfor our funding package with the U.S. Department of Commerce; announced our\nintent to invest in Carester; and selected Blacksburg, South Carolina, as the\nsite of our second U.S. metal-making and magnet manufacturing facility. We\nalso commissioned our hydrometallurgical facility in Wheat Ridge, Colorado, a\ncritical step that demonstrates our processing capability that lies at the\nheart of a secure, non-China supply chain.”\n\nMs. Humpton continued, “With these building blocks in place, USA Rare Earth\nis entering a new chapter. We are moving from assembling a world-class set of\noperations to delivering for our customers and driving value for our\nshareholders. The urgency in the market has never been greater, and we are\namong the very few companies anywhere positioned to meet it. I am confident we\nhave the right assets, the right operations, and the right team to establish\nourselves as the global leader in rare earths, the partner of choice for\nadvanced manufacturers, and to secure the critical materials essential for\nWestern industrial leadership.”\n\nSecond Quarter Highlights\n\nFinancial Highlights\n* The Company’s cash balance as of June 30, 2026 was approximately\n$1.53 billion\n* Revenues for Q2’2026 of $5.8 million\nBusiness Highlights\n* Finalized Definitive Agreements with the U.S. Department of Commerce: In\nJune 2026, the Company announced the execution of definitive agreements with\nthe U.S. Department of Commerce, unlocking access to up to $1.6 billion in\nfunding under the Department of Commerce’s CHIPS Act program. The definitive\nagreements comprise up to $277 million in federal funding and up to $1.3\nbillion in senior secured loan capacity under the CHIPS Act, with\ndisbursements tied to the achievement of project milestones. These agreements\nsignificantly de-risk the Company’s path to full scale production, and the\nCompany views them as a validation of its asset base, its business model, and\nits growth plans.\n* Announced definitive agreement to acquire Serra Verde Group for ~$2.8\nbillion, creating the global rare earth leader: In April 2026, the Company\nannounced a definitive agreement to acquire 100% of Serra Verde Group, owner\nof the Pela Ema rare earth mine and processing plant in Goiás, Brazil. The\nacquisition would secure the only large-scale producer of vital HREEs outside\nAsia, de-risk upstream supply with a 15-year 100% offtake agreement including\nprice floors, and accelerate the Company’s EBITDA and cash-flow generation.\n* Announced investment in Carester and strategic partnership in France: In\nApril 2026, the Company along with InfraVia, the leading independent European\nprivate investment platform specialized in real assets and technology\ninvestments, announced it had entered into an investment term sheet to take a\nstake in Carester, a leading French specialist in rare earth processing and\nseparation technologies, subject to the execution of a definitive\ndocumentation and closing conditions. The Company believes the platform will\nunite the technological expertise, process innovation, and production capacity\nof USA Rare Earth, Less Common Metals (LCM), and Carester to accelerate\ndevelopment and strengthen capabilities across the rare earth value chain.\n* Selected South Carolina for new rare earth metal and magnet manufacturing\noperation: In June 2026, the Company announced the selection of Blacksburg,\nSouth Carolina, as the site of a new magnet manufacturing and refined metals\noperation. The facility is targeting production capacity of 6,400 metric tons\nper annum (tpa) of NdFeB rare earth magnets and 5,000 tpa of strip-cast, metal\nand alloy. Combined with the planned expansion at the Company’s Stillwater\nfacility, the Company expects total domestic production capacity to reach\n10,000 tpa of NdFeB rare earth magnets and 10,000 tpa of heavy rare earth\nstrip-cast, metal and alloy, aligned with the Company’s business plan and\ngovernment financing. The project is expected to create about 490 high-skill,\nhigh-wage jobs, with commissioning targeted to begin in 2028.\n* Commissioned hydrometallurgical demonstration facility, targeting heavy rare\nearth oxide production in Q3 2026: In June 2026, the Company announced the\ncommissioning of its hydrometallurgical demonstration facility in Wheat Ridge,\nColorado. The facility has commenced an initial campaign to de-risk three\nprocessing flowsheets in parallel: ore from Round Top, third-party mixed rare\nearth carbonate (MREC) feedstock — including material from Serra Verde’s\nPela Ema mine — and rare earth magnet swarf recycling. Insights from the\ncampaigns are expected to underpin the Round Top Definitive Feasibility Study,\non track for Q4 2026 completion and Q1 2027 publication, and to guide\ncommercial engineering of the planned on-site Round Top processing facility\nand the Company’s anticipated third-party MREC processing and magnet swarf\nrecycling facility.\n* Completed first commercial Yttrium metal production: In April 2026, the\nCompany announced the first commercial pour of 2N–2N5 (99%–99.5% purity)\nyttrium metal through its wholly-owned subsidiary, LCM, at its facility in\nCheshire, United Kingdom. This milestone places the Company among a limited\nnumber of producers of commercial-grade yttrium metal operating outside of\nChina. Yttrium is a key material in thermal barrier coatings used on turbine\nblades and other high-temperature aerospace components, where it enhances\noxidation resistance and improves adhesion, helping extend component life\nunder intense thermal and mechanical stress. Yttrium is also used in\nelectronics, energy systems, lasers, superconductors, and advanced ceramics,\nwhere its chemical stability and high-temperature performance are essential.\n* Expanded the corporate leadership team with additional expertise: In April\n2026, the Company announced the appointment of Chaitan Kansal as Chief\nCommercial Officer. Mr. Kansal brings more than 25 years of experience across\nthe critical minerals, specialty chemicals, and advanced materials sectors.\nMr. Kansal’s deep experience across lithium, battery materials, and\nspecialty chemicals - combined with a track record of executing go-to-market\nstrategies at global scale - makes him the ideal leader to drive customer\nengagement, secure long-term offtake partnerships, and position the Company as\nthe partner of choice for rare earth products across the Western world.\n* Awarded $14.2 million grant from the Texas Semiconductor Innovation Fund to\naccelerate round top heavy rare earth project: In May 2026, the Company\nannounced it was selected to receive a grant for up to $14.2 million from the\nTexas Semiconductor Innovation Fund to accelerate the development of its Round\nTop Mountain heavy rare earth project in Hudspeth County, Texas. The award\nwould support a project expected to generate approximately 260 new jobs and to\nrepresent more than $1.4 billion in capital investment in West Texas.\n* Selected for U.S. Department of Energy Funding Under Critical Minerals\nInnovation Program: In May 2026, the Company announced that the U.S.\nDepartment of Energy (DOE) has selected it to receive up to $19.3 million in\nfunding, subject to final negotiation, under DOE’s Critical Minerals\nInnovation, Efficiency and Alternatives program. The award will support the\ndevelopment of a pilot-scale rare earth element (“REE”) separations\nproject advancing domestic processing capacity for materials essential to U.S.\nenergy, defense and advanced manufacturing supply chains.\n* Expanded commitment to France with plans for additional investment in the\nFrench rare earth ecosystem: In June 2026, the Company announced a planned\nexpansion of its metal, alloy, and magnet production in France, building upon\nits planned LCM Lacq facility and Carester investment. Aligned with the U.S.\nDepartment of Commerce funding plan, the initiative projects over €175\nmillion in investment and 300+ new jobs by 2030, supported by French\ngovernment incentives such as C3IV, potential debt guarantees, and possible\ndirect equity investment into the USAR European subsidiary.\nRecent Developments\n\nSubsequent to quarter-end, the Company announced the following achievements\nand milestones:\n* Successfully produced first light and heavy rare earth oxide samples for\nqualification: In July 2026, the Company announced that its hydrometallurgical\nfacility in Wheat Ridge, Colorado, had successfully produced commercial-grade\ndysprosium (Dy) oxide and neodymium-praseodymium (NdPr) oxide samples from\nrecycled rare earth magnet scrap, known in the industry as “swarf.” This\npositions USA Rare Earth as one of the few Western producers capable of\nexecuting this technically demanding process outside Asia. In addition, this\ncapability broadens the Company’s feedstock options and strengthens the\ncircularity of its value chain, with swarf projected to support up to 30% of\nfuture magnetic rare earth oxide feedstock needs.\n* Announced retirement of CEO Barbara Humpton, to be succeeded by Thras\nMoraitis, current CEO of Serra Verde: In July 2026, the Company announced that\nBarbara Humpton will retire as Chief Executive Officer and Board Director on\nOctober 1, 2026. The Company’s Board of Directors named Thras Moraitis,\ncurrent CEO of the Serra Verde Group (“Serra Verde”) and a highly\nexperienced operator in the rare earths industry, as Ms. Humpton’s\nsuccessor. Mr. Moraitis will assume the CEO role on October 1, 2026, following\nthe anticipated completion of the Company’s combination with Serra Verde by\nthe end of August. During the interim period, Mr. Moraitis will continue to\noversee the combined company’s operations as President.\n* Finalized definitive agreements to acquire minority stake in Carester: In\nJuly 2026, the Company announced that it had entered into definitive\nagreements to acquire a strategic minority stake representing approximately\n13.6 percent in Carester SAS, a French leader in rare earth processing and\nseparation. InfraVia, acting through its Critical Metals Fund, seeded by the\nFrench State as an anchor investor alongside private institutional capital, is\nacquiring a similar stake in Carester alongside the Company. In addition to\ntargeting healthy returns, the Company and its subsidiary Less Common Metals\n– Europe will have the ability to purchase a portion of Carester’s oxide\noutput from its Caremag facility. The Company will have access to Carester’s\nengineering capabilities and related intellectual property for separation,\nprocessing, and recycling. In turn, Carester will have access to the\nCompany’s feedstock sources, including Serra Verde and the Round Top deposit\nin Texas.\n* Closed Acquisition of Texas Mineral Resources Corp. (TMRC): In August 2026,\nthe company closed the acquisition of TMRC, to which the Company acquired 100%\nof the outstanding shares of TMRC. Subsequent to closing, the Company will be\nthe sole operator and 100% economic beneficiary of the Round Top project. This\nstrategic transaction is expected to streamline the Company’s operations,\ngovernance and decision-making as it builds the global leader in rare earths\nand critical minerals.\n2026 Outlook\n\nAs it builds a global leader in rare earths, in 2026 the Company expects to:\n* Complete the Round Top Definitive Feasibility Study (DFS) in Q4 2026: This\nDFS is expected to be completed in Q4 2026 and published in Q1 2027, and is\nexpected to provide the balance of commercial engineering and design and\ndefinitive project economics.\n* Reach 600 MTPA of run-rate magnet manufacturing capacity at the Stillwater\nFacility in Q4 2026: This manufacturing capacity build out is expected to\nsupport the Company’s growing pipeline of magnet customers across the\naerospace, defense, semiconductor, industrial motor, heavy equipment,\nmobility, healthcare, and energy sectors.\n* Evaluate metal making and alloy capacity at LCM to optimize for customer\ndemand across rare earth and critical mineral metals and alloys, and\ngeographic footprint distribution: This capacity build out is expected to\nsupport the Company’s internal metal and alloy needs for magnet\nmanufacturing, as well as a growing pipeline of third-party rare earth and\ncritical mineral metal and alloy demand.\nFinancial Highlights\n\n Three Months Ended June 30, Six Months Ended June 30, \n 2026 2025 2026 2025 \n (In thousands, except for per share amounts) \n Loss from operations $ (46,314 ) $ (8,804 ) $ (82,989 ) $ (17,522 ) \n Net loss attributable to USA Rare Earth, Inc. (10,333 ) (142,506 ) (77,322 ) (90,674 ) \n Net loss per share attributable to USA Rare Earth, Inc. - Diluted (0.05 ) (1.54 ) (0.37 ) (0.99 ) \n Net cash used in operating activities (56,868 ) (7,909 ) (75,324 ) (18,238 ) \n \n Cash and cash equivalents 1,530,147 359,925 \n \n\nNon-GAAP Financial Highlights ((1))\n\n Three Months Ended June 30, Six Months Ended June 30, \n 2026 2025 2026 2025 \n (In thousands, except for per share amounts) \n Adjusted net loss attributable to USA Rare Earth, Inc. $ (33,484 ) $ (19,084 ) $ (57,629 ) $ (28,031 ) \n Adjusted net loss per share attributable to USA Rare Earth, Inc. - Diluted (0.15 ) (0.21 ) (0.27 ) (0.31 ) \n\n______________\n((1)    Refer to the sections “About Non-GAAP Financial Measures” and\n“Reconciliation of Non-GAAP Financial Measures” for definitions of our\nnon-GAAP financial measures and reconciliations of GAAP to non-GAAP amounts,\nrespectively.)\n\nForward-looking Statements\n\nThis press release contains “forward-looking statements” within the\nmeaning of the Private Securities Litigation Reform Act of 1995. These\nstatements include those relating to the proposed acquisition of Serra Verde\nGroup, the expected timing and completion of the Serra Verde acquisition, the\nexpected benefits of the Serra Verde acquisition, the expected benefits from\nour transactions with Carester SAS and Texas Mineral Resources Corp.\n(“TMRC”), development of our magnet production facility at Stillwater and\nour refined metals production facility at Blacksburg, the benefits expected\nfrom the acquisition of Less Common Metals Ltd., the ability to satisfy the\nfunding conditions of and to realize the anticipated benefits of the\nanticipated funding from the U.S. Department of Commerce, demand for magnets\nfrom our production facility once it is operational, the opportunity, size and\ngrowth rates of the rare earth element market and the market for related\nmagnets, our ability to process raw materials for magnet production including\nthrough swarf processing and development of the Round Top Project, development\nof our Wheat Ridge, Colorado hydrometallurgical demonstration facility,\ndevelopment and results of the Round Top Project, the ability to raise\nfinancing in the future and to comply with restrictive covenants contained in\nour long-term indebtedness, the future financial performance of our business,\nthe ability to retain or recruit key personnel, the ability to comply with\nlaws and regulations applicable to our business, expansion plans and\nopportunities, our anticipated operating and financial performance, our\nbusiness plans, strategy, goals and prospects, our plans for and prospects of\nour other acquisitions, investments and other business development activities,\nincluding the announced Carester transaction, our ability to successfully\ncapitalize on growth opportunities and prospects, and other statements\nregarding the Company’s expectations for future development, operations,\nstrategies, transactions and financial performance. Such statements can be\nidentified by the fact that they do not relate strictly to historical or\ncurrent facts. Words such as “accelerate,” “advance,” “aim,”\n“anticipate,” “believe,” “can,” “continue,” “could,”\n“estimate,” “expect,” “growth,” “intend,” “may,”\n“might,” “plan,” “potential,” “project,” “propose,”\n“should,” “target,” “vision,” “will,” “would” and similar\nexpressions may identify forward-looking statements, but the absence of these\nwords does not mean that a statement is not forward-looking.\n\nForward-looking statements are subject to risks and uncertainties and\npotentially inaccurate assumptions that could cause actual results to differ\nmaterially from our expectations, including without limitation: risks that the\nproposed transactions with Serra Verde and Carester may not be consummated on\ntheir anticipated timeline or at all; risks that we may not realize the\nanticipated benefits of our proposed, current, and prior acquisitions,\nincluding transactions with Serra Verde, Carester and TMRC, including expected\nsynergies, financial performance, estimated EBITDA and, in the case of Serra\nVerde, integration of operations, on the anticipated timeline or at all; ;\npolitical, economic, regulatory, tax, currency and other risks associated with\nSerra Verde’s operations in Brazil and Switzerland following the\nconsummation of the Serra Verde acquisition; the assumption of substantial\nindebtedness under Serra Verde’s Retained Finance Agreement, which contains\nrestrictive covenants and other requirements that could adversely affect the\ncombined company’s financial flexibility and operations; the potential\nfailure to satisfy the conditions precedent to the offtake agreement entered\ninto in connection with the Serra Verde acquisition, and the possibility that\nthe offtake agreement may be terminated for any reason; the risk that the\nplanned CEO transition is contingent on the timely closing of the Serra Verde\nacquisition and that any delay or failure of this acquisition to close could\nresult in leadership uncertainty and may require the Board to identify an\nalternative CEO successor; the ability of our Stillwater magnet manufacturing\nfacility to generate revenue and the ability of our planned Blacksburg\nfacility to commence commercial operations on the timing and with the\nproduction capacity anticipated or at all; our limited operating history; our\nability to commercially extract minerals from the Round Top deposit on our\nanticipated timeline or at all; risks that we may experience delays,\nunforeseen expenses, increased capital costs, and other complications while\ndeveloping our projects; our ability to raise necessary capital on acceptable\nterms or at all; potential dilution to existing stockholders and adverse\neffect on our stock price if we issue additional common stock or equity-linked\nsecurities; the volatility of our stock price; the availability of rare earth\noxide, metal feedstock and other materials, utilities (including power and\nwater) and equipment in quantities and prices that allow us to develop and\ncommercially operate our Stillwater facility and other facilities; our ability\nto meet individual customer specifications and produce a consistently high\nquality product; fluctuations in demand for and prices of neo magnets and our\nother products, including without limitation as a result of dumping, predatory\npricing and other tactics by the Company’s competitors or state actors or\nthe overall competitive environment; our ability to achieve positive cash flow\nor profitability or the ability to access cash flow within our corporate\nstructure due to restrictions contained in our financing agreements; our\nability to convert current commercial discussions and/or memorandums of\nunderstanding with customers for the sale of our neo magnets and other\nproducts into definitive orders; our dependence, in part, on the growth of\nexisting and emerging uses for neo magnets; the risk that additional\nmanufacturing, refining and mining competitors could result in a reduction in\nrevenue; geopolitical developments or disruptions, such as changes in the\npolitical environment, export/import or environmental policy of the People’s\nRepublic of China, the United States or other countries in which we operate or\nsell products or otherwise; our designation on an export control list by China\nwhich has had and is expected to continue to have an adverse impact on our\nability to source key raw materials and supplies from China; war, terrorism,\nnatural disasters or public health emergencies; our ability to retain or\nrecruit key personnel; environmental, health and safety regulations; the\nreceipt of funding from the U.S. Department of Commerce is subject to the\nachievement of milestones which may not be achieved on the expected timeline\nor at all; and our ability to comply with requirements for federal, state and\nlocal government incentives and financing.\n\nAdditional risks and detailed information regarding factors that may cause\nactual results to differ materially has been and will be included in the\nCompany’s filings with the SEC, including the Company’s most recently\nfiled Annual Report on Form 10-K and any subsequent Quarterly Reports on Form\n10-Q and subsequent filings. Any forward-looking statements speak only as of\nthe date of this press release (or such other date as is specified in such\nstatements), and the Company undertakes no obligation to update any\nforward-looking statements as a result of new information or future events or\ndevelopments.\n\nAbout Non-GAAP Financial Measures\n\nThis press release includes certain non-GAAP financial measures, including\nadjusted net loss attributable to USA Rare Earth, Inc., and adjusted net loss\nper share attributable to USA Rare Earth, Inc. (defined as follows):\n* Adjusted net loss attributable to USA Rare Earth, Inc. is defined as net\nloss attributable to USA Rare Earth, Inc. adjusted for declared and deemed\ndividends, and interest accretion, and loss (gain) on fair market value of\nfinancial instruments, net.\n* Adjusted net loss per share attributable to USA Rare Earth, Inc. - Diluted\nis defined as adjusted net loss attributable to USA Rare Earth, Inc. divided\nby weighted average diluted shares outstanding.\nGenerally, a non-GAAP financial measure is a numerical measure of a\ncompany’s performance, financial position, or cash flows that either\nexcludes or includes amounts that are not normally excluded or included in the\nmost directly comparable measure calculated and presented in accordance with\ngenerally accepted accounting principles in the United States of America, or\nGAAP. These non-GAAP financial measures do not reflect a comprehensive system\nof accounting, differ from GAAP measures with the same captions, and may\ndiffer from non-GAAP financial measures with the same or similar captions that\nare used by other companies. As such, these non-GAAP measures should be\nconsidered as a supplement to, and not as a substitute for, or superior to,\nfinancial measures calculated in accordance with GAAP.\n\nThe Company believes these non-GAAP measures of financial results provide\nuseful supplemental information to management and investors regarding certain\nfinancial and business trends related to the Company’s financial condition\nand results of operations, and as a supplemental tool for investors to use in\nevaluating its ongoing operating results and trends and in comparing its\nfinancial measures with other companies that present similar non-GAAP\nfinancial measures. The Company uses these non-GAAP financial measures to\nanalyze its operating performance and future prospects, develop internal\nbudgets and financial goals, and to facilitate period-to-period comparisons.\nThe Company believes these non-GAAP financial measures reflect an additional\nway of viewing aspects of its operations that, when viewed with its GAAP\nresults, provide a more complete understanding of factors and trends affecting\nits business. Current and prospective investors should review the Company’s\naudited annual and unaudited interim financial statements, which are filed\nwith the U.S. Securities and Exchange Commission, and not rely on any single\nfinancial measure to evaluate our business.\n\nConference Call to Discuss Financial Results\n\nThe Company will hold a conference call on Monday, August 10, 2026, at 5:00\nPM ET to discuss its second quarter and six months ended June 30, 2026\nresults. Please see below for dial-in information.\n\nLIVE CONFERENCE CALL:\nMonday, August 10, 2026, at 5:00 PM ET\nUS / Canada Toll-Free: +1 (833) 890-8030\nLocal / International Toll: +1 (412) 564-6268\n\nCONFERENCE CALL REPLAY:\nAvailable approximately three hours after conclusion of the live call.\nExpiration: September 10, 2026\nUS/Canada Toll-Free: +1 (855) 669-9658\nInternational Toll: +1 (412) 317-0088\nAccess code: 7520719\n\nInvestors may also access the live call and the replay over the internet on\nthe “Events” page of the Company’s investor website located at\nwww.usare.com or at\nhttps://event.choruscall.com/mediaframe/webcast.html?webcastid=SCYm7iDr.\n\nDisclosure Information\n\nUSA Rare Earth uses the investor relations section on its website as means of\ncomplying with its disclosure obligations under Regulation FD. Accordingly,\ninvestors should monitor USA Rare Earth’s investor relations website in\naddition to following USA Rare Earth’s press releases, SEC filings, and\npublic conference calls and webcasts.\n\nAbout USA Rare Earth\n\nUSA Rare Earth, Inc. (Nasdaq: USAR) is building a fully integrated rare earth\nand permanent magnet value chain across the United States, the United Kingdom,\nFrance and Brazil. Through its ownership of Less Common Metals (LCM), one of\nthe world’s leading producers of rare earth metals and alloys, its\ndevelopment of magnet manufacturing capacity in Stillwater, Oklahoma, the Pela\nEma mine in Brazil (subject to closing the SVG transaction) and the Round Top\ndeposit in Texas, USA Rare Earth operates across the entire value chain from\nmining to metal-making, alloy production and neodymium magnet manufacturing.\nUSA Rare Earth is establishing a secure, Western-aligned supply of materials\nessential to the aerospace and defense, semiconductor, energy, data center,\nphysical AI, mobility, healthcare and industrial sectors.\n\nFor more information, visit www.usare.com.\n\nInvestor Relations Contact\nJ.B. Lowe, CFA\nVP, Head of Investor Relations\nir@USARE.com\n\nMedia Relations Contact\nCollected Strategies\nDan Moore / Scott Bisang\nUSAR-CS@collectedstrategies.com\n\n USA Rare Earth, Inc. \n Condensed Consolidated Balance Sheets \n (Unaudited) \n \n June 30, 2026 December 31, 2025 \n (In thousands) \n ASSETS \n Current assets \n Cash and cash equivalents $ 1,530,147 $ 359,925 \n Accounts receivable 6,270 3,764 \n Inventories 50,138 18,535 \n Prepaid expenses and other current assets 86,034 3,151 \n Total current assets 1,672,589 385,375 \n Property, plant and equipment, net 146,751 86,449 \n Mineral interests 17,339 17,339 \n Goodwill 134,848 134,848 \n Other intangible assets, net 65,899 68,612 \n Equipment deposits 46,904 1,879 \n Operating lease right-of-use assets 2,151 321 \n Deferred arrangement costs 912,091 — \n Other assets, non-current 255 176 \n Total assets $ 2,998,827 $ 694,999 \n \n LIABILITIES, MEZZANINE AND STOCKHOLDERS' EQUITY \n Liabilities \n Current liabilities \n Accounts payable $ 17,367 $ 11,069 \n Accrued liabilities 31,679 14,073 \n Contract liabilities, current 1,328 10,500 \n Note payable — 1,849 \n Finance and operating leases, current 640 420 \n Total current liabilities 51,014 37,911 \n Deferred grant income 8,482 8,200 \n Finance and operating leases, non-current 2,556 777 \n Warrant and earnout liabilities 364,189 128,205 \n Deferred tax liability 15,665 16,715 \n Contract liabilities, non-current 9,602 — \n Total liabilities 451,508 191,808 \n \n Mezzanine equity 10,347 8,905 \n Stockholders' equity 2,536,972 494,286 \n Total liabilities, mezzanine equity, and stockholders' equity $ 2,998,827 $ 694,999 \n\n\n\n USA Rare Earth, Inc. \n Condensed Consolidated Statements of Operations \n (Unaudited) \n \n Three Months Ended June 30, Six Months Ended June 30, \n 2026 2025 2026 2025 \n (In thousands, except per share amounts) \n Revenue $ 5,821 $ — $ 11,519 $ — \n Cost of product revenue 7,404 — 12,996 — \n Gross loss (1,583 ) — (1,477 ) — \n \n Operating expenses: \n Selling, general and administrative 32,607 6,227 53,782 13,256 \n Research and development 10,768 2,577 25,017 4,266 \n Amortization of intangible assets 1,356 — 2,713 — \n Total operating expenses 44,731 8,804 81,512 17,522 \n Loss from operations (46,314 ) (8,804 ) (82,989 ) (17,522 ) \n Other income (expense), net 33,838 (133,909 ) 1,868 (73,509 ) \n Loss before income taxes (12,476 ) (142,713 ) (81,121 ) (91,031 ) \n Benefit from income taxes (513 ) — (1,090 ) — \n Net loss $ (11,963 ) $ (142,713 ) $ (80,031 ) $ (91,031 ) \n \n Net loss attributable to non-controlling interest $ (1,630 ) $ (207 ) $ (2,709 ) $ (357 ) \n Net loss attributable to USA Rare Earth, Inc. (10,333 ) (142,506 ) (77,322 ) (90,674 ) \n\n\n\n USA Rare Earth, Inc. \n Condensed Consolidated Statements of Cash Flows \n (Unaudited) \n \n Six Months Ended June 30, \n 2026 2025 \n (In thousands) \n Cash flows from operating activities: \n Net loss $ (80,031 ) $ (91,031 ) \n Non-cash adjustments 36,598 78,080 \n Changes in assets and liabilities (31,891 ) (5,287 ) \n Net cash used in operating activities $ (75,324 ) $ (18,238 ) \n \n Cash flows from investing activities: \n Capital expenditures and equipment deposits $ (108,388 ) $ (6,297 ) \n Net cash used in investing activities $ (108,388 ) $ (6,297 ) \n \n Cash flows from financing activities: \n Reverse merger costs $ — $ 45,717 \n Issuance costs (51,003 ) (8,281 ) \n Proceeds from issuance of common stock under PIPE financing 1,500,000 75,000 \n Proceeds from exercise of warrants 68 21,951 \n Finance leases (140 ) — \n Other (29,594 ) (4,822 ) \n Net cash provided by financing activities $ 1,419,331 $ 129,565 \n \n Effect of exchange rate differences on cash, cash equivalents and restricted cash $ (1,175 ) $ — \n \n Net change in cash, cash equivalents and restricted cash $ 1,234,444 $ 105,030 \n Cash, cash equivalents and restricted cash, beginning of period 359,925 16,761 \n Cash, cash equivalents and restricted cash, end of period $ 1,594,369 $ 121,791 \n\n\n\n USA Rare Earth, Inc. Reconciliation of Non-GAAP Financial Measures (Unaudited) \n \n This press release includes certain non-GAAP financial information. The following table reconciles the GAAP financial information to the non-GAAP financial information. \n \n Three Months Ended June 30, Six Months Ended June 30, \n 2026 2025 2026 2025 \n (In thousands, except for per share amounts) \n Net loss attributable to USA Rare Earth, Inc. $ (10,333 ) $ (142,506 ) $ (77,322 ) $ (90,674 ) \n Declared and deemed dividends, and interest accretion (733 ) (11,240 ) (1,442 ) (11,719 ) \n Loss (gain) on fair market value of financial instruments, net (22,418 ) 134,662 21,135 74,362 \n Adjusted net loss attributable to USA Rare Earth, Inc. ((1)) $ (33,484 ) $ (19,084 ) $ (57,629 ) $ (28,031 ) \n \n Adjusted net loss per share attributable to USA Rare Earth, Inc. - Diluted ((1)) $ (0.15 ) $ (0.21 ) $ (0.27 ) $ (0.31 ) \n\n_____________\n((1)     Refer to the section “About Non-GAAP Financial Measures” for\nan explanation of our use of non-GAAP financial measures and the definitions\nof such measures. )\n\n(https://www.globenewswire.com/NewsRoom/AttachmentNg/d5c28bab-f555-48eb-9406-114bc09642a7)\n\n\n\nGlobeNewswire, Inc. 2026","article_body_html":"","raw_payload":{"data":{"id":"nGNX9S3wxw","title":"USA Rare Earth Reports Second Quarter 2026 Financial Results","author":"Globe Newswire","ticker":"USAR","created":"2026-08-10T20:30:00.568Z","tickers":["USAR"],"exchange":"NASDAQ","article_body":"STILLWATER, Okla., Aug. 10, 2026 (GLOBE NEWSWIRE) -- USA Rare Earth, Inc.\n(Nasdaq: USAR) (the Company), (USAR), a rare earth, critical minerals and\nadvanced materials company, today announced its financial and operational\nresults for the second quarter and six months ended June 30, 2026.\n\nExecutive Commentary\n\n“The second quarter of 2026 marked a period of decisive progress for USA\nRare Earth, defined by the milestones that bring our integrated global rare\nearth value chain to life,” said Barbara Humpton, CEO of USA Rare Earth.\n“We announced our intent to acquire Serra Verde, the only scaled producer of\nall four magnetic rare earths outside Asia; signed definitive documentation\nfor our funding package with the U.S. Department of Commerce; announced our\nintent to invest in Carester; and selected Blacksburg, South Carolina, as the\nsite of our second U.S. metal-making and magnet manufacturing facility. We\nalso commissioned our hydrometallurgical facility in Wheat Ridge, Colorado, a\ncritical step that demonstrates our processing capability that lies at the\nheart of a secure, non-China supply chain.”\n\nMs. Humpton continued, “With these building blocks in place, USA Rare Earth\nis entering a new chapter. We are moving from assembling a world-class set of\noperations to delivering for our customers and driving value for our\nshareholders. The urgency in the market has never been greater, and we are\namong the very few companies anywhere positioned to meet it. I am confident we\nhave the right assets, the right operations, and the right team to establish\nourselves as the global leader in rare earths, the partner of choice for\nadvanced manufacturers, and to secure the critical materials essential for\nWestern industrial leadership.”\n\nSecond Quarter Highlights\n\nFinancial Highlights\n* The Company’s cash balance as of June 30, 2026 was approximately\n$1.53 billion\n* Revenues for Q2’2026 of $5.8 million\nBusiness Highlights\n* Finalized Definitive Agreements with the U.S. Department of Commerce: In\nJune 2026, the Company announced the execution of definitive agreements with\nthe U.S. Department of Commerce, unlocking access to up to $1.6 billion in\nfunding under the Department of Commerce’s CHIPS Act program. The definitive\nagreements comprise up to $277 million in federal funding and up to $1.3\nbillion in senior secured loan capacity under the CHIPS Act, with\ndisbursements tied to the achievement of project milestones. These agreements\nsignificantly de-risk the Company’s path to full scale production, and the\nCompany views them as a validation of its asset base, its business model, and\nits growth plans.\n* Announced definitive agreement to acquire Serra Verde Group for ~$2.8\nbillion, creating the global rare earth leader: In April 2026, the Company\nannounced a definitive agreement to acquire 100% of Serra Verde Group, owner\nof the Pela Ema rare earth mine and processing plant in Goiás, Brazil. The\nacquisition would secure the only large-scale producer of vital HREEs outside\nAsia, de-risk upstream supply with a 15-year 100% offtake agreement including\nprice floors, and accelerate the Company’s EBITDA and cash-flow generation.\n* Announced investment in Carester and strategic partnership in France: In\nApril 2026, the Company along with InfraVia, the leading independent European\nprivate investment platform specialized in real assets and technology\ninvestments, announced it had entered into an investment term sheet to take a\nstake in Carester, a leading French specialist in rare earth processing and\nseparation technologies, subject to the execution of a definitive\ndocumentation and closing conditions. The Company believes the platform will\nunite the technological expertise, process innovation, and production capacity\nof USA Rare Earth, Less Common Metals (LCM), and Carester to accelerate\ndevelopment and strengthen capabilities across the rare earth value chain.\n* Selected South Carolina for new rare earth metal and magnet manufacturing\noperation: In June 2026, the Company announced the selection of Blacksburg,\nSouth Carolina, as the site of a new magnet manufacturing and refined metals\noperation. The facility is targeting production capacity of 6,400 metric tons\nper annum (tpa) of NdFeB rare earth magnets and 5,000 tpa of strip-cast, metal\nand alloy. Combined with the planned expansion at the Company’s Stillwater\nfacility, the Company expects total domestic production capacity to reach\n10,000 tpa of NdFeB rare earth magnets and 10,000 tpa of heavy rare earth\nstrip-cast, metal and alloy, aligned with the Company’s business plan and\ngovernment financing. The project is expected to create about 490 high-skill,\nhigh-wage jobs, with commissioning targeted to begin in 2028.\n* Commissioned hydrometallurgical demonstration facility, targeting heavy rare\nearth oxide production in Q3 2026: In June 2026, the Company announced the\ncommissioning of its hydrometallurgical demonstration facility in Wheat Ridge,\nColorado. The facility has commenced an initial campaign to de-risk three\nprocessing flowsheets in parallel: ore from Round Top, third-party mixed rare\nearth carbonate (MREC) feedstock — including material from Serra Verde’s\nPela Ema mine — and rare earth magnet swarf recycling. Insights from the\ncampaigns are expected to underpin the Round Top Definitive Feasibility Study,\non track for Q4 2026 completion and Q1 2027 publication, and to guide\ncommercial engineering of the planned on-site Round Top processing facility\nand the Company’s anticipated third-party MREC processing and magnet swarf\nrecycling facility.\n* Completed first commercial Yttrium metal production: In April 2026, the\nCompany announced the first commercial pour of 2N–2N5 (99%–99.5% purity)\nyttrium metal through its wholly-owned subsidiary, LCM, at its facility in\nCheshire, United Kingdom. This milestone places the Company among a limited\nnumber of producers of commercial-grade yttrium metal operating outside of\nChina. Yttrium is a key material in thermal barrier coatings used on turbine\nblades and other high-temperature aerospace components, where it enhances\noxidation resistance and improves adhesion, helping extend component life\nunder intense thermal and mechanical stress. Yttrium is also used in\nelectronics, energy systems, lasers, superconductors, and advanced ceramics,\nwhere its chemical stability and high-temperature performance are essential.\n* Expanded the corporate leadership team with additional expertise: In April\n2026, the Company announced the appointment of Chaitan Kansal as Chief\nCommercial Officer. Mr. Kansal brings more than 25 years of experience across\nthe critical minerals, specialty chemicals, and advanced materials sectors.\nMr. Kansal’s deep experience across lithium, battery materials, and\nspecialty chemicals - combined with a track record of executing go-to-market\nstrategies at global scale - makes him the ideal leader to drive customer\nengagement, secure long-term offtake partnerships, and position the Company as\nthe partner of choice for rare earth products across the Western world.\n* Awarded $14.2 million grant from the Texas Semiconductor Innovation Fund to\naccelerate round top heavy rare earth project: In May 2026, the Company\nannounced it was selected to receive a grant for up to $14.2 million from the\nTexas Semiconductor Innovation Fund to accelerate the development of its Round\nTop Mountain heavy rare earth project in Hudspeth County, Texas. The award\nwould support a project expected to generate approximately 260 new jobs and to\nrepresent more than $1.4 billion in capital investment in West Texas.\n* Selected for U.S. Department of Energy Funding Under Critical Minerals\nInnovation Program: In May 2026, the Company announced that the U.S.\nDepartment of Energy (DOE) has selected it to receive up to $19.3 million in\nfunding, subject to final negotiation, under DOE’s Critical Minerals\nInnovation, Efficiency and Alternatives program. The award will support the\ndevelopment of a pilot-scale rare earth element (“REE”) separations\nproject advancing domestic processing capacity for materials essential to U.S.\nenergy, defense and advanced manufacturing supply chains.\n* Expanded commitment to France with plans for additional investment in the\nFrench rare earth ecosystem: In June 2026, the Company announced a planned\nexpansion of its metal, alloy, and magnet production in France, building upon\nits planned LCM Lacq facility and Carester investment. Aligned with the U.S.\nDepartment of Commerce funding plan, the initiative projects over €175\nmillion in investment and 300+ new jobs by 2030, supported by French\ngovernment incentives such as C3IV, potential debt guarantees, and possible\ndirect equity investment into the USAR European subsidiary.\nRecent Developments\n\nSubsequent to quarter-end, the Company announced the following achievements\nand milestones:\n* Successfully produced first light and heavy rare earth oxide samples for\nqualification: In July 2026, the Company announced that its hydrometallurgical\nfacility in Wheat Ridge, Colorado, had successfully produced commercial-grade\ndysprosium (Dy) oxide and neodymium-praseodymium (NdPr) oxide samples from\nrecycled rare earth magnet scrap, known in the industry as “swarf.” This\npositions USA Rare Earth as one of the few Western producers capable of\nexecuting this technically demanding process outside Asia. In addition, this\ncapability broadens the Company’s feedstock options and strengthens the\ncircularity of its value chain, with swarf projected to support up to 30% of\nfuture magnetic rare earth oxide feedstock needs.\n* Announced retirement of CEO Barbara Humpton, to be succeeded by Thras\nMoraitis, current CEO of Serra Verde: In July 2026, the Company announced that\nBarbara Humpton will retire as Chief Executive Officer and Board Director on\nOctober 1, 2026. The Company’s Board of Directors named Thras Moraitis,\ncurrent CEO of the Serra Verde Group (“Serra Verde”) and a highly\nexperienced operator in the rare earths industry, as Ms. Humpton’s\nsuccessor. Mr. Moraitis will assume the CEO role on October 1, 2026, following\nthe anticipated completion of the Company’s combination with Serra Verde by\nthe end of August. During the interim period, Mr. Moraitis will continue to\noversee the combined company’s operations as President.\n* Finalized definitive agreements to acquire minority stake in Carester: In\nJuly 2026, the Company announced that it had entered into definitive\nagreements to acquire a strategic minority stake representing approximately\n13.6 percent in Carester SAS, a French leader in rare earth processing and\nseparation. InfraVia, acting through its Critical Metals Fund, seeded by the\nFrench State as an anchor investor alongside private institutional capital, is\nacquiring a similar stake in Carester alongside the Company. In addition to\ntargeting healthy returns, the Company and its subsidiary Less Common Metals\n– Europe will have the ability to purchase a portion of Carester’s oxide\noutput from its Caremag facility. The Company will have access to Carester’s\nengineering capabilities and related intellectual property for separation,\nprocessing, and recycling. In turn, Carester will have access to the\nCompany’s feedstock sources, including Serra Verde and the Round Top deposit\nin Texas.\n* Closed Acquisition of Texas Mineral Resources Corp. (TMRC): In August 2026,\nthe company closed the acquisition of TMRC, to which the Company acquired 100%\nof the outstanding shares of TMRC. Subsequent to closing, the Company will be\nthe sole operator and 100% economic beneficiary of the Round Top project. This\nstrategic transaction is expected to streamline the Company’s operations,\ngovernance and decision-making as it builds the global leader in rare earths\nand critical minerals.\n2026 Outlook\n\nAs it builds a global leader in rare earths, in 2026 the Company expects to:\n* Complete the Round Top Definitive Feasibility Study (DFS) in Q4 2026: This\nDFS is expected to be completed in Q4 2026 and published in Q1 2027, and is\nexpected to provide the balance of commercial engineering and design and\ndefinitive project economics.\n* Reach 600 MTPA of run-rate magnet manufacturing capacity at the Stillwater\nFacility in Q4 2026: This manufacturing capacity build out is expected to\nsupport the Company’s growing pipeline of magnet customers across the\naerospace, defense, semiconductor, industrial motor, heavy equipment,\nmobility, healthcare, and energy sectors.\n* Evaluate metal making and alloy capacity at LCM to optimize for customer\ndemand across rare earth and critical mineral metals and alloys, and\ngeographic footprint distribution: This capacity build out is expected to\nsupport the Company’s internal metal and alloy needs for magnet\nmanufacturing, as well as a growing pipeline of third-party rare earth and\ncritical mineral metal and alloy demand.\nFinancial Highlights\n\n Three Months Ended June 30, Six Months Ended June 30, \n 2026 2025 2026 2025 \n (In thousands, except for per share amounts) \n Loss from operations $ (46,314 ) $ (8,804 ) $ (82,989 ) $ (17,522 ) \n Net loss attributable to USA Rare Earth, Inc. (10,333 ) (142,506 ) (77,322 ) (90,674 ) \n Net loss per share attributable to USA Rare Earth, Inc. - Diluted (0.05 ) (1.54 ) (0.37 ) (0.99 ) \n Net cash used in operating activities (56,868 ) (7,909 ) (75,324 ) (18,238 ) \n \n Cash and cash equivalents 1,530,147 359,925 \n \n\nNon-GAAP Financial Highlights ((1))\n\n Three Months Ended June 30, Six Months Ended June 30, \n 2026 2025 2026 2025 \n (In thousands, except for per share amounts) \n Adjusted net loss attributable to USA Rare Earth, Inc. $ (33,484 ) $ (19,084 ) $ (57,629 ) $ (28,031 ) \n Adjusted net loss per share attributable to USA Rare Earth, Inc. - Diluted (0.15 ) (0.21 ) (0.27 ) (0.31 ) \n\n______________\n((1)    Refer to the sections “About Non-GAAP Financial Measures” and\n“Reconciliation of Non-GAAP Financial Measures” for definitions of our\nnon-GAAP financial measures and reconciliations of GAAP to non-GAAP amounts,\nrespectively.)\n\nForward-looking Statements\n\nThis press release contains “forward-looking statements” within the\nmeaning of the Private Securities Litigation Reform Act of 1995. These\nstatements include those relating to the proposed acquisition of Serra Verde\nGroup, the expected timing and completion of the Serra Verde acquisition, the\nexpected benefits of the Serra Verde acquisition, the expected benefits from\nour transactions with Carester SAS and Texas Mineral Resources Corp.\n(“TMRC”), development of our magnet production facility at Stillwater and\nour refined metals production facility at Blacksburg, the benefits expected\nfrom the acquisition of Less Common Metals Ltd., the ability to satisfy the\nfunding conditions of and to realize the anticipated benefits of the\nanticipated funding from the U.S. Department of Commerce, demand for magnets\nfrom our production facility once it is operational, the opportunity, size and\ngrowth rates of the rare earth element market and the market for related\nmagnets, our ability to process raw materials for magnet production including\nthrough swarf processing and development of the Round Top Project, development\nof our Wheat Ridge, Colorado hydrometallurgical demonstration facility,\ndevelopment and results of the Round Top Project, the ability to raise\nfinancing in the future and to comply with restrictive covenants contained in\nour long-term indebtedness, the future financial performance of our business,\nthe ability to retain or recruit key personnel, the ability to comply with\nlaws and regulations applicable to our business, expansion plans and\nopportunities, our anticipated operating and financial performance, our\nbusiness plans, strategy, goals and prospects, our plans for and prospects of\nour other acquisitions, investments and other business development activities,\nincluding the announced Carester transaction, our ability to successfully\ncapitalize on growth opportunities and prospects, and other statements\nregarding the Company’s expectations for future development, operations,\nstrategies, transactions and financial performance. Such statements can be\nidentified by the fact that they do not relate strictly to historical or\ncurrent facts. Words such as “accelerate,” “advance,” “aim,”\n“anticipate,” “believe,” “can,” “continue,” “could,”\n“estimate,” “expect,” “growth,” “intend,” “may,”\n“might,” “plan,” “potential,” “project,” “propose,”\n“should,” “target,” “vision,” “will,” “would” and similar\nexpressions may identify forward-looking statements, but the absence of these\nwords does not mean that a statement is not forward-looking.\n\nForward-looking statements are subject to risks and uncertainties and\npotentially inaccurate assumptions that could cause actual results to differ\nmaterially from our expectations, including without limitation: risks that the\nproposed transactions with Serra Verde and Carester may not be consummated on\ntheir anticipated timeline or at all; risks that we may not realize the\nanticipated benefits of our proposed, current, and prior acquisitions,\nincluding transactions with Serra Verde, Carester and TMRC, including expected\nsynergies, financial performance, estimated EBITDA and, in the case of Serra\nVerde, integration of operations, on the anticipated timeline or at all; ;\npolitical, economic, regulatory, tax, currency and other risks associated with\nSerra Verde’s operations in Brazil and Switzerland following the\nconsummation of the Serra Verde acquisition; the assumption of substantial\nindebtedness under Serra Verde’s Retained Finance Agreement, which contains\nrestrictive covenants and other requirements that could adversely affect the\ncombined company’s financial flexibility and operations; the potential\nfailure to satisfy the conditions precedent to the offtake agreement entered\ninto in connection with the Serra Verde acquisition, and the possibility that\nthe offtake agreement may be terminated for any reason; the risk that the\nplanned CEO transition is contingent on the timely closing of the Serra Verde\nacquisition and that any delay or failure of this acquisition to close could\nresult in leadership uncertainty and may require the Board to identify an\nalternative CEO successor; the ability of our Stillwater magnet manufacturing\nfacility to generate revenue and the ability of our planned Blacksburg\nfacility to commence commercial operations on the timing and with the\nproduction capacity anticipated or at all; our limited operating history; our\nability to commercially extract minerals from the Round Top deposit on our\nanticipated timeline or at all; risks that we may experience delays,\nunforeseen expenses, increased capital costs, and other complications while\ndeveloping our projects; our ability to raise necessary capital on acceptable\nterms or at all; potential dilution to existing stockholders and adverse\neffect on our stock price if we issue additional common stock or equity-linked\nsecurities; the volatility of our stock price; the availability of rare earth\noxide, metal feedstock and other materials, utilities (including power and\nwater) and equipment in quantities and prices that allow us to develop and\ncommercially operate our Stillwater facility and other facilities; our ability\nto meet individual customer specifications and produce a consistently high\nquality product; fluctuations in demand for and prices of neo magnets and our\nother products, including without limitation as a result of dumping, predatory\npricing and other tactics by the Company’s competitors or state actors or\nthe overall competitive environment; our ability to achieve positive cash flow\nor profitability or the ability to access cash flow within our corporate\nstructure due to restrictions contained in our financing agreements; our\nability to convert current commercial discussions and/or memorandums of\nunderstanding with customers for the sale of our neo magnets and other\nproducts into definitive orders; our dependence, in part, on the growth of\nexisting and emerging uses for neo magnets; the risk that additional\nmanufacturing, refining and mining competitors could result in a reduction in\nrevenue; geopolitical developments or disruptions, such as changes in the\npolitical environment, export/import or environmental policy of the People’s\nRepublic of China, the United States or other countries in which we operate or\nsell products or otherwise; our designation on an export control list by China\nwhich has had and is expected to continue to have an adverse impact on our\nability to source key raw materials and supplies from China; war, terrorism,\nnatural disasters or public health emergencies; our ability to retain or\nrecruit key personnel; environmental, health and safety regulations; the\nreceipt of funding from the U.S. Department of Commerce is subject to the\nachievement of milestones which may not be achieved on the expected timeline\nor at all; and our ability to comply with requirements for federal, state and\nlocal government incentives and financing.\n\nAdditional risks and detailed information regarding factors that may cause\nactual results to differ materially has been and will be included in the\nCompany’s filings with the SEC, including the Company’s most recently\nfiled Annual Report on Form 10-K and any subsequent Quarterly Reports on Form\n10-Q and subsequent filings. Any forward-looking statements speak only as of\nthe date of this press release (or such other date as is specified in such\nstatements), and the Company undertakes no obligation to update any\nforward-looking statements as a result of new information or future events or\ndevelopments.\n\nAbout Non-GAAP Financial Measures\n\nThis press release includes certain non-GAAP financial measures, including\nadjusted net loss attributable to USA Rare Earth, Inc., and adjusted net loss\nper share attributable to USA Rare Earth, Inc. (defined as follows):\n* Adjusted net loss attributable to USA Rare Earth, Inc. is defined as net\nloss attributable to USA Rare Earth, Inc. adjusted for declared and deemed\ndividends, and interest accretion, and loss (gain) on fair market value of\nfinancial instruments, net.\n* Adjusted net loss per share attributable to USA Rare Earth, Inc. - Diluted\nis defined as adjusted net loss attributable to USA Rare Earth, Inc. divided\nby weighted average diluted shares outstanding.\nGenerally, a non-GAAP financial measure is a numerical measure of a\ncompany’s performance, financial position, or cash flows that either\nexcludes or includes amounts that are not normally excluded or included in the\nmost directly comparable measure calculated and presented in accordance with\ngenerally accepted accounting principles in the United States of America, or\nGAAP. These non-GAAP financial measures do not reflect a comprehensive system\nof accounting, differ from GAAP measures with the same captions, and may\ndiffer from non-GAAP financial measures with the same or similar captions that\nare used by other companies. As such, these non-GAAP measures should be\nconsidered as a supplement to, and not as a substitute for, or superior to,\nfinancial measures calculated in accordance with GAAP.\n\nThe Company believes these non-GAAP measures of financial results provide\nuseful supplemental information to management and investors regarding certain\nfinancial and business trends related to the Company’s financial condition\nand results of operations, and as a supplemental tool for investors to use in\nevaluating its ongoing operating results and trends and in comparing its\nfinancial measures with other companies that present similar non-GAAP\nfinancial measures. The Company uses these non-GAAP financial measures to\nanalyze its operating performance and future prospects, develop internal\nbudgets and financial goals, and to facilitate period-to-period comparisons.\nThe Company believes these non-GAAP financial measures reflect an additional\nway of viewing aspects of its operations that, when viewed with its GAAP\nresults, provide a more complete understanding of factors and trends affecting\nits business. Current and prospective investors should review the Company’s\naudited annual and unaudited interim financial statements, which are filed\nwith the U.S. Securities and Exchange Commission, and not rely on any single\nfinancial measure to evaluate our business.\n\nConference Call to Discuss Financial Results\n\nThe Company will hold a conference call on Monday, August 10, 2026, at 5:00\nPM ET to discuss its second quarter and six months ended June 30, 2026\nresults. Please see below for dial-in information.\n\nLIVE CONFERENCE CALL:\nMonday, August 10, 2026, at 5:00 PM ET\nUS / Canada Toll-Free: +1 (833) 890-8030\nLocal / International Toll: +1 (412) 564-6268\n\nCONFERENCE CALL REPLAY:\nAvailable approximately three hours after conclusion of the live call.\nExpiration: September 10, 2026\nUS/Canada Toll-Free: +1 (855) 669-9658\nInternational Toll: +1 (412) 317-0088\nAccess code: 7520719\n\nInvestors may also access the live call and the replay over the internet on\nthe “Events” page of the Company’s investor website located at\nwww.usare.com or at\nhttps://event.choruscall.com/mediaframe/webcast.html?webcastid=SCYm7iDr.\n\nDisclosure Information\n\nUSA Rare Earth uses the investor relations section on its website as means of\ncomplying with its disclosure obligations under Regulation FD. Accordingly,\ninvestors should monitor USA Rare Earth’s investor relations website in\naddition to following USA Rare Earth’s press releases, SEC filings, and\npublic conference calls and webcasts.\n\nAbout USA Rare Earth\n\nUSA Rare Earth, Inc. (Nasdaq: USAR) is building a fully integrated rare earth\nand permanent magnet value chain across the United States, the United Kingdom,\nFrance and Brazil. Through its ownership of Less Common Metals (LCM), one of\nthe world’s leading producers of rare earth metals and alloys, its\ndevelopment of magnet manufacturing capacity in Stillwater, Oklahoma, the Pela\nEma mine in Brazil (subject to closing the SVG transaction) and the Round Top\ndeposit in Texas, USA Rare Earth operates across the entire value chain from\nmining to metal-making, alloy production and neodymium magnet manufacturing.\nUSA Rare Earth is establishing a secure, Western-aligned supply of materials\nessential to the aerospace and defense, semiconductor, energy, data center,\nphysical AI, mobility, healthcare and industrial sectors.\n\nFor more information, visit www.usare.com.\n\nInvestor Relations Contact\nJ.B. Lowe, CFA\nVP, Head of Investor Relations\nir@USARE.com\n\nMedia Relations Contact\nCollected Strategies\nDan Moore / Scott Bisang\nUSAR-CS@collectedstrategies.com\n\n USA Rare Earth, Inc. \n Condensed Consolidated Balance Sheets \n (Unaudited) \n \n June 30, 2026 December 31, 2025 \n (In thousands) \n ASSETS \n Current assets \n Cash and cash equivalents $ 1,530,147 $ 359,925 \n Accounts receivable 6,270 3,764 \n Inventories 50,138 18,535 \n Prepaid expenses and other current assets 86,034 3,151 \n Total current assets 1,672,589 385,375 \n Property, plant and equipment, net 146,751 86,449 \n Mineral interests 17,339 17,339 \n Goodwill 134,848 134,848 \n Other intangible assets, net 65,899 68,612 \n Equipment deposits 46,904 1,879 \n Operating lease right-of-use assets 2,151 321 \n Deferred arrangement costs 912,091 — \n Other assets, non-current 255 176 \n Total assets $ 2,998,827 $ 694,999 \n \n LIABILITIES, MEZZANINE AND STOCKHOLDERS' EQUITY \n Liabilities \n Current liabilities \n Accounts payable $ 17,367 $ 11,069 \n Accrued liabilities 31,679 14,073 \n Contract liabilities, current 1,328 10,500 \n Note payable — 1,849 \n Finance and operating leases, current 640 420 \n Total current liabilities 51,014 37,911 \n Deferred grant income 8,482 8,200 \n Finance and operating leases, non-current 2,556 777 \n Warrant and earnout liabilities 364,189 128,205 \n Deferred tax liability 15,665 16,715 \n Contract liabilities, non-current 9,602 — \n Total liabilities 451,508 191,808 \n \n Mezzanine equity 10,347 8,905 \n Stockholders' equity 2,536,972 494,286 \n Total liabilities, mezzanine equity, and stockholders' equity $ 2,998,827 $ 694,999 \n\n\n\n USA Rare Earth, Inc. \n Condensed Consolidated Statements of Operations \n (Unaudited) \n \n Three Months Ended June 30, Six Months Ended June 30, \n 2026 2025 2026 2025 \n (In thousands, except per share amounts) \n Revenue $ 5,821 $ — $ 11,519 $ — \n Cost of product revenue 7,404 — 12,996 — \n Gross loss (1,583 ) — (1,477 ) — \n \n Operating expenses: \n Selling, general and administrative 32,607 6,227 53,782 13,256 \n Research and development 10,768 2,577 25,017 4,266 \n Amortization of intangible assets 1,356 — 2,713 — \n Total operating expenses 44,731 8,804 81,512 17,522 \n Loss from operations (46,314 ) (8,804 ) (82,989 ) (17,522 ) \n Other income (expense), net 33,838 (133,909 ) 1,868 (73,509 ) \n Loss before income taxes (12,476 ) (142,713 ) (81,121 ) (91,031 ) \n Benefit from income taxes (513 ) — (1,090 ) — \n Net loss $ (11,963 ) $ (142,713 ) $ (80,031 ) $ (91,031 ) \n \n Net loss attributable to non-controlling interest $ (1,630 ) $ (207 ) $ (2,709 ) $ (357 ) \n Net loss attributable to USA Rare Earth, Inc. (10,333 ) (142,506 ) (77,322 ) (90,674 ) \n\n\n\n USA Rare Earth, Inc. \n Condensed Consolidated Statements of Cash Flows \n (Unaudited) \n \n Six Months Ended June 30, \n 2026 2025 \n (In thousands) \n Cash flows from operating activities: \n Net loss $ (80,031 ) $ (91,031 ) \n Non-cash adjustments 36,598 78,080 \n Changes in assets and liabilities (31,891 ) (5,287 ) \n Net cash used in operating activities $ (75,324 ) $ (18,238 ) \n \n Cash flows from investing activities: \n Capital expenditures and equipment deposits $ (108,388 ) $ (6,297 ) \n Net cash used in investing activities $ (108,388 ) $ (6,297 ) \n \n Cash flows from financing activities: \n Reverse merger costs $ — $ 45,717 \n Issuance costs (51,003 ) (8,281 ) \n Proceeds from issuance of common stock under PIPE financing 1,500,000 75,000 \n Proceeds from exercise of warrants 68 21,951 \n Finance leases (140 ) — \n Other (29,594 ) (4,822 ) \n Net cash provided by financing activities $ 1,419,331 $ 129,565 \n \n Effect of exchange rate differences on cash, cash equivalents and restricted cash $ (1,175 ) $ — \n \n Net change in cash, cash equivalents and restricted cash $ 1,234,444 $ 105,030 \n Cash, cash equivalents and restricted cash, beginning of period 359,925 16,761 \n Cash, cash equivalents and restricted cash, end of period $ 1,594,369 $ 121,791 \n\n\n\n USA Rare Earth, Inc. Reconciliation of Non-GAAP Financial Measures (Unaudited) \n \n This press release includes certain non-GAAP financial information. The following table reconciles the GAAP financial information to the non-GAAP financial information. \n \n Three Months Ended June 30, Six Months Ended June 30, \n 2026 2025 2026 2025 \n (In thousands, except for per share amounts) \n Net loss attributable to USA Rare Earth, Inc. $ (10,333 ) $ (142,506 ) $ (77,322 ) $ (90,674 ) \n Declared and deemed dividends, and interest accretion (733 ) (11,240 ) (1,442 ) (11,719 ) \n Loss (gain) on fair market value of financial instruments, net (22,418 ) 134,662 21,135 74,362 \n Adjusted net loss attributable to USA Rare Earth, Inc. ((1)) $ (33,484 ) $ (19,084 ) $ (57,629 ) $ (28,031 ) \n \n Adjusted net loss per share attributable to USA Rare Earth, Inc. - Diluted ((1)) $ (0.15 ) $ (0.21 ) $ (0.27 ) $ (0.31 ) \n\n_____________\n((1)     Refer to the section “About Non-GAAP Financial Measures” for\nan explanation of our use of non-GAAP financial measures and the definitions\nof such measures. )\n\n(https://www.globenewswire.com/NewsRoom/AttachmentNg/d5c28bab-f555-48eb-9406-114bc09642a7)\n\n\n\nGlobeNewswire, Inc. 2026"},"type":"article","timestamp":"2026-08-10T20:30:00.696267804Z","server_sent_at_ms":1786393800696},"received_at":"2026-08-10T20:30:01.065Z","source_url":"https://www.globenewswire.com/news-release/2026/08/10/3342269/0/en/usa-rare-earth-reports-second-quarter-2026-financial-results.html"},"analysis":{"id":"103641","press_release_id":"114640","analysis_json":{"industry":{"label":"Metals & Mining","sector":"Materials"},"redFlags":["CEO Barbara Humpton retiring; net loss of $10.3 million for Q2 2026","Revenue of $5.8 million remains relatively low relative to market cap and capital raised"],"eventType":"earnings","narrative":"USA Rare Earth reported Q2 2026 revenue of $5.8 million and ended the quarter with a cash balance of $1.53 billion, bolstered by recent capital raises.\n\nThe company executed definitive agreements for up to $1.6 billion in U.S. Department of Commerce funding and announced a definitive agreement to acquire Serra Verde Group for $2.8 billion, while CEO Barbara Humpton announced her retirement effective October 1, 2026, to be succeeded by Thras Moraitis.\n\nOperational milestones included commissioning a hydrometallurgical demonstration facility in Colorado, completing the first commercial production of yttrium metal, and closing the acquisition of Texas Mineral Resources Corp.","sentiment":"bullish","agentHooks":{"shouldPost":true,"suggestedAngle":"CEO departure coincides with major de-risking events including $1.6B in CHIPS Act funding and the $2.8B Serra Verde acquisition."},"keyFigures":{"revenue":5800000,"customDimensions":{"doe_funding":"$19.3 million","net_loss_q2":"$10.3 million","texas_grant":"$14.2 million","cash_balance":"$1.53 billion","france_investment":"€175 million","serra_verde_deal_value":"$2.8 billion","chips_act_funding_total":"$1.6 billion","chips_act_loan_capacity":"$1.3 billion","chips_act_federal_funding":"$277 million"}},"quotedText":"The second quarter of 2026 marked a period of decisive progress for USA Rare Earth, defined by the milestones that bring our integrated global rare earth value chain to life","namedEntities":{"people":[{"name":"Barbara Humpton","role":"CEO"},{"name":"Thras Moraitis","role":"CEO (Incoming), CEO of Serra Verde"},{"name":"Chaitan Kansal","role":"Chief Commercial Officer"},{"name":"J.B. 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Lowe","role":"VP, Head of Investor Relations"}],"products":["NdFeB rare earth magnets","yttrium metal","dysprosium (Dy) oxide","neodymium-praseodymium (NdPr) oxide"],"companies":[{"name":"Serra Verde Group","relationship":"target"},{"name":"U.S. Department of Commerce","relationship":"funding source"},{"name":"Carester","relationship":"partner/investment target"},{"name":"InfraVia","relationship":"investment partner"},{"name":"Less Common Metals (LCM)","relationship":"subsidiary"},{"name":"Texas Mineral Resources Corp. 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