🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for USA Rare Earth, Inc. (USAR). Think of it as an invitation and information packet for the company's annual shareholder meeting. Its main job is to ask shareholders to vote on key issues.

👉 Why it matters: As a shareholder, this is your chance to have a say in who runs the company and approves major decisions, even if you attend the meeting online.

📅 The Big Event: The 2026 Annual Meeting will be held virtually on Wednesday, June 3, 2026, at 10 a.m. Eastern Time. There is no physical location.

🏢 What The Company Does

In simple terms, USA Rare Earth is building a domestic supply chain for rare earth elements. These are critical minerals used in everything from electric vehicles and wind turbines to defense technology. The company's goal is to reduce U.S. dependence on foreign sources.

📍 Headquarters: 100 W. Airport Rd., Stillwater, Oklahoma 74075.

🔗 The Big Move Ahead: A Pending Acquisition

A crucial piece of context is revealed early: the company has signed a deal to acquire Serra Verde Rare Earths Ltd. This is a major strategic move.

• The Deal: On April 19, 2026, USAR entered a definitive agreement to merge Serra Verde into a wholly owned subsidiary.
• What it Means: This acquisition is expected to close in the third quarter of 2026 and will significantly expand USAR's operations and assets.
• Board Impact: As part of the deal, USAR has agreed to add two nominees from Serra Verde to its Board after the merger closes, increasing the Board from six back to eight members.

👉 Why it matters: This acquisition is the most significant event on the company's horizon and explains why the Board is being reshaped.

👥 Who's Running the Show (Director Elections)

Shareholders are asked to elect six directors for one-year terms. The Board is actually reducing its size from eight to six right before the meeting, as two current directors are stepping down.

The Nominees:

1. Michael Blitzer (Chairman) – The financial architect, with a background in SPACs and asset management.
2. Dr. Thomas Caulfield – A semiconductor industry veteran (ex-CEO of GlobalFoundries), bringing deep manufacturing and materials science expertise.
3. Barbara Humpton (CEO) – The company's chief executive, formerly the head of Siemens USA.
4. Otto Schwethelm – A financial expert with specific experience in the rare earth industry.
5. Michael Senft – A former CFO and investment banker with public company board experience.
6. Carolyn Trabuco – An investor and strategist with a focus on metals, mining, and resources.

👉 Why it matters: This group combines financial deal-making skills (Blitzer, Senft), operational and technical know-how (Caulfield, Humpton), and sector-specific investment insight (Schwethelm, Trabuco)—a mix designed to guide a company through growth and acquisition integration.

🔍 The Auditors & Financial Oversight

The second proposal is to ratify the appointment of BDO USA, P.C. as the company's independent accounting firm for 2026.

• Recent Change: There's been some musical chairs with auditors. UHY LLP was dismissed in April 2025. Horne LLP was then hired but resigned just six months later (Nov 1, 2025) after its team merged into BDO, which then took over.
• Audit Fees: For 2025, audit fees totaled $448,503, up from $221,525 in 2024, reflecting the company's growth and transaction activity post-merger.

👉 Why it matters: While auditor changes can raise questions, this one appears to be driven by a merger of accounting firms rather than any dispute. The Board unanimously recommends voting to approve BDO.

⚖️ Big Picture: Strengths & Risks

👍 Potential Strengths:

• Strategic Position: Operates in a sector critical to national security and the green energy transition.
• Active M&A: Pursuing growth through acquisition (Serra Verde).
• Experienced Board: A mix of finance, tech, and industry expertise to navigate complex projects.

⚠️ Potential Risks:

• Execution Risk: Successfully integrating the Serra Verde acquisition will be a major test.
• Capital Intensive: Building mining and processing facilities requires enormous ongoing investment.
• Market & Commodity Prices: Highly sensitive to fluctuations in rare earth mineral prices and geopolitical tensions.

🧠 The Analogy

Think of USA Rare Earth as a special forces team being assembled for a critical mission. They're not just hiring general soldiers; they're carefully selecting experts for specific roles—the financier (Blitzer), the master engineer (Caulfield), the field commander (Humpton)—all while in the process of acquiring a key outpost (Serra Verde) to expand their territory.

🧩 Final Takeaway

This proxy statement is largely about stability and strategic preparation. The key votes are to elect a seasoned board poised to oversee a major acquisition and to approve the company's auditors. The underlying story is a company in the midst of a significant expansion, relying on experienced leadership to execute its plan.