USA Rare Earth Reports Fourth Quarter and Full-Year 2025 Financial Results (Form 8-K)

USA Rare Earth Reports Fourth Quarter and Full-Year 2025 Financial Results

STILLWATER, Okla. - March 30, 2026 - USA Rare Earth, Inc. (Nasdaq: USAR) (the Company), an emerging global leader in rare earths, today announced its financial and operational results for the fourth quarter and year ended December 31, 2025.

Executive Commentary

"2025 was the year that USA Rare Earth set the foundation to execute our integrated rare earth growth strategy," said Barbara Humpton, CEO of USA Rare Earth. "We acquired the unique and internationally well-known metal and alloy making asset Less Common Metals, and we accelerated our progress toward mining development and magnet manufacturing. We are now rapidly developing a leading, globally integrated rare earth value chain that spans mining, processing, metal-making and magnet manufacturing, for the benefit of the U.S. and our allies. We are also attracting the high-caliber talent required to execute successfully on our vision."

Ms. Humpton continued, "With the definitive documentation for our $1.6 billion Department of Commerce funding expected to be completed in April 2026, the Company will be exceptionally well capitalized to accelerate the execution of our business plan and advance our mission to be a global champion in rare earths. Through disciplined operational focus and strategic capital deployment, we are establishing a platform to deliver the critical minerals and advanced materials essential for technological innovation and national security. As we build the partner of choice for advanced manufacturers, we will prioritize capacity expansion and the scaling of production to reshore the supply of high-quality rare earth elements, oxides, metals, and magnets. By targeting high-impact growth opportunities, we believe we will be well-positioned to deliver sustained, long-term value for our shareholders."

Fourth Quarter Highlights

Financial Highlights

•Consistent with our January 2026 pre-announcement:

◦The Company ended 2025 with $359.9 million in cash and cash equivalents and no significant debt.

◦FY 2025operating expenses were $59.7 million, operating loss was $59.5 million and capital expenditures were $37.4 million.

•The Company's cash balance as of the date of this release was approximately $1.75 billion, which includes $1.5 billion in gross proceeds from the common stock PIPE (private investment in public equity) that closed on January 29, 2026.

Business Highlights

•Closed the acquisition of Less Common Metals Ltd. (LCM) in November 2025, adding a highly strategic asset to the Company's global mine to magnet value chain.

◦The LCM acquisition bolstered the Company's near-term revenue through the sale of products to third parties, and brought internal metal making capabilities to support the Company's magnet manufacturing capabilities.

◦A proven ex-China producer of both light and heavy rare earth and critical mineral metals and alloys at scale, LCM is a crucial piece of the Company's strategy as it builds a global leader in rare earths.

•Completed design and initial construction of the Company's hydrometallurgical demonstration facility in Colorado, which is expected to begin operating solvent-extraction circuits in 2026 to support commercial plant design and advance the Round Top project.

•Optimized flow sheet for the Round Top project in Sierra Blanca, TX to focus on high-value heavy rare earths and critical minerals. Validated processes through bench- and pilot-scale testing, supporting completion of the Accelerated Mining Plan in 2H 2026. Now targeting commissioning of commercial production at Round Top in late 2028, two years earlier than previously anticipated.

•Established a strategic relationship with Solvay SA, a multinational chemical company, to supply rare earth metals to Permag LLC, a leader in high-precision magnets and magnetic assemblies.

•Signed an agreement to supply high-quality rare earth metals and alloys from LCM to Solvay and Arnold Magnetic Technologies Corp., a subsidiary of Compass Diversified, for production of advanced permanent magnets.

Recent Developments

Subsequent to year-end, the Company announced the following achievements and milestones:

•Proposed U.S. Government collaboration: In January 2026, the Company announced a proposed collaboration with the U.S. Government to accelerate domestic rare earth capabilities, and build what we believe should represent the largest domestic heavy rare earth, critical mineral, metal and magnet platform in the United States by 2030. The proposed collaboration, outlined in a Letter of Intent (LOI) and subject to milestone achievements and definitive documentation which we anticipate executing in April 2026, would provide access to $1.6 billion in funding under the Department of Commerce's CHIPS Program. This capital is expected to accelerate and derisk the Company's growth objectives, and support a business that should scale to the 2030 commercial targets outlined in the January 2026 LOI announcement.

•Closed a $1.5 billion common stock private capital raise in January 2026: In conjunction with the U.S. Government LOI, the Company raised $1.5 billion through a common stock PIPE, which closed in January 2026. This capital raise met one of the milestones outlined in the LOI, and will accelerate the build out of Company's mine to magnet value chain.

•Commissioned Phase 1A at our Stillwater magnet manufacturing facility: In March 2026, the Company announced the commissioning of Phase 1a at its Stillwater magnet manufacturing facility. This should enable the Company to begin fulfilling customer orders for sintered neodymium-iron-boron (NdFeB) permanent magnets in the second quarter of 2026. Phase 1a is expected to ramp to a run rate capacity of 600 metric tons per year (MTPA) by the end of Q4 2026. Phase 1b is expected to bring capacity at the Stillwater Facility to a total of 1,200 MTPA in Q1 2027.

•Expanded magnet pipeline across a diverse customer base: Our magnet pipeline continues to mature across a diverse global customer base, with significant progress made in the defense, industrial, mobility, healthcare, and energy sectors. This commercial momentum is further evidenced by a series of successful onsite vendor qualification visits from leaders in the semiconductor, industrial motor, heavy equipment, and aerospace sectors. These engagements have successfully transitioned into the execution phase, supported by a growing backlog of both prototype and production purchase orders.

•Commenced expansion of metal & alloy capacity to meet growing demand: In response to accelerating demand from our internal magnet manufacturing capabilities and a widening third-party customer base, the Company expects to expand metal making and alloy capacity at LCM's Cheshire, UK location to 3,000 MTPA by the end of 2026. LCM has seen a significant increase in its pipeline for samarium-cobalt (SmCo), NdFeB and specialty alloys, fueled by third-party magnet manufacturers largely serving the aerospace, semiconductor, mobility, and consumer electronics sectors. Additionally, the Company is seeing heightened demand for specialized light rare earth, heavy rare earth and critical mineral metals, highlighting the broad product capabilities at LCM.

•Announced selection of Fluor Corporation and WSP Global Inc. to advance our Accelerated Mining Plan: Fluor and WSP Global were selected as engineering, procurement, and construction management (EPCM) partners for the build-out and commercialization of the Round Top deposit. The combination of Fluor and WSP brings significant expertise across deposit geology, mine design and planning, and processing design, engineering, and construction. Fluor and WSP will also lead the authoring of the Round Top Preliminary Feasibility Study (PFS) that is expected to be published by the end of Q3 2026, and the Definitive Feasibility Study (DFS) that is expected to be published in Q1 2027.

•Announced plans to build a 3,750 MTPA plant through LCM Europe to produce metal and alloy in Lacq, France, co-located with Carester SAS's Caremag oxide and recycling facility. Together, this platform is intended to establish a comprehensive supply chain for rare earth processing, metal and alloy production in Europe, and enhance the Company's globally integrated rare earth value chain, from mine to magnet.

•Agreed to acquire Texas Mineral Resources Corporation: In March 2026, the Company announced a definitive agreement to acquire Texas Mineral Resources Corp. (TMRC). The transaction will establish the Company as the sole operator and 100% economic beneficiary of the Round Top project upon closing, subject to customary conditions. This strategic transaction will streamline the Round Top project ownership structure and is expected to streamline the Company's operations as its implements its Accelerated Mining Plan.

•Signed mutual sales and distribution agreement with Arnold Magnetic Technologies Corp., a subsidiary of Compass Diversified. Under this non-exclusive partnership, the Company will offer Arnold's finished permanent magnets produced from samarium-cobalt (SmCo) and NdFeB, and Arnold will offer the Company's processed and refined NdFeB feedstock and finished magnets. The agreement strengthens the domestic supply chain for mission-critical applications by expanding availability of U.S.-manufactured rare earth magnets.

•Expanded the corporate leadership team: In March 2026, the Company appointed Valerie Ford Jacob as Chief Legal Officer, Gregory Bowman as Chief Global Policy Officer and Head of External Relations, and J.B. Lowe as Vice President, Head of Investor Relations. These executives are expected to deepen engagement with policymakers, investors, and other stakeholders.

•Added expertise to the Board: In March 2026, the Company announced the addition of GlobalFoundries Executive Chairman Dr. Thomas Caulfield to its Board of Directors. Dr. Caulfield brings decades of experience across leadership and global operations at leading technology companies, and has relevant expertise in scaling complex, industrial platforms and strategic capacity at the intersection of technology, manufacturing and national priorities.

2026 Outlook

As it builds a global leader in rare earths, in 2026 the Company expects to:

•Sign the Definitive Funding Agreement and Definitive Funding Award with the U.S. Government in April 2026. Subject to the achievement of milestones, these agreements would provide access to $1.6 billion in funding under the Department of Commerce's CHIPS Program. This capital is expected to accelerate and derisk the Company's growth objectives, and support a business that by 2030 we believe should represent the largest domestic heavy rare earth, critical mineral, metal and magnet platform in the United States.

•Commission the hydrometallurgical demonstration facility in Colorado in Q2 2026. This demonstration facility is expected to run three separate continuous demonstrations, including the Round Top flowsheet, third-party MREC (mixed rare earth carbonate) separation, and swarf recycling. These three demonstrations are expected to be complete by the end of 2026, providing oxide product for qualification by potential customers. Further, this demonstration scale data should serve as the basis for commercial engineering of the Round Top project, the third party MREC separation facility, and the swarf recycling facility.

•Complete the Round Top Preliminary Feasibility Study by the end of Q3 2026. This PFS is expected to validate the Round Top Flowsheet, will provide the basis for initial engineering at Round Top including site layout and civil work, and provide indications of project economics.

•Initiate Round Top Definitive Feasibility Study (DFS) in Q4 2026. This DFS is expected to be published in Q1 2027, and will provide the balance of commercial engineering and design and definitive project economics.

•Reach 600 MTPA of run-rate magnet manufacturing capacity at the Stillwater Facility in Q4 2026. This manufacturing capacity build out is expected to support the Company's growing pipeline of magnet customers across the aerospace, defense, semiconductor, industrial motor, heavy equipment, mobility, healthcare, and energy sectors.

•Reach 3,000 MTPA of run-rate metal making and alloy capacity at LCM in Q4 2026. This capacity build out is expected to support the Company's internal metal and alloy needs for magnet manufacturing, as well as a growing pipeline of third-party rare earth and critical mineral metal and alloy demand.

Upcoming Events

•Q1 2026 earnings call: As the Company recently held an investor call following the concurrent announcement of the LOI with the Department of Commerce and PIPE in January 2026, it will not hold an earnings call to discuss its Q4 2025 financial results. The Company will host its next earnings call following the announcement of its Q1 2026 earnings results, to be held in the second quarter.

•Investor day in or before Q3 2026: The Company intends to host an Investor Day in or before Q3 2026 to give a more comprehensive overview of its strategic vision, and an update on its long-term operational and financial outlook. Event details will be forthcoming.

Financial Highlights

			Three Months Ended December 31,															Years Ended December 31,
			2025						2024									2025						2024
			(In thousands, except for per share amounts)
Loss from operations			$	(26,120)					$	(5,917)								$	(59,503)					$	(15,585)
Net loss attributable to USA Rare Earth, Inc.			(50,205)						(6,797)									(297,559)						(15,735)
Net loss per share attributable to USA Rare Earth, Inc. - Diluted			(0.40)						(0.16)									(3.31)						(0.40)
Net cash used in operating activities			(27,898)						(3,504)									(48,985)						(12,991)
Cash																		359,925						16,761

Non-GAAP Financial Highlights (1)

			Three Months Ended December 31,															Years Ended December 31,
			2025						2024									2025						2024
			(In thousands, except for per share amounts)
Adjusted net loss attributable to USA Rare Earth, Inc.			$	(26,399)					$	(8,943)								$	(80,025)					$	(23,526)
Adjusted net loss per share attributable to USA Rare Earth, Inc. - Diluted			(0.19)						(0.15)									(0.82)						(0.40)

(1)Refer to the sections "About Non-GAAP Financial Measures" and "Reconciliation of Non-GAAP Financial Measures" for definitions of our non-GAAP financial measures and reconciliations of GAAP to non-GAAP amounts, respectively.