USA Rare Earth Inc 2025年度报告

FORM 10-K (Mark One)☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from ____________ to __________ Commission File Number: 001-41711 USA Rare Earth, Inc.(Exact Name of Registrant as Specified in its Charter) 98-1720278 Delaware (I.R.S. Employer Identification No.) (State or Other Jurisdiction of Incorporation) 100 W. Airport Road, Stillwater, OK 74075(Address of Principal Executive Offices and Zip Code) (813) 867-6155(Registrant’s Telephone Number, Including Area Code) Name of each exchange on which registered Title of each class Trading Symbol Common Stock, par value $0.0001 Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☑Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☑ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports)and (2) has been subject to such filing requirements for the past 90 days.Yes☑No☐ Indicate by check mark whether the registrant (1) has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and file such reports).Yes☑No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Non-accelerated filer☑ Accelerated filer☐ Smaller reporting company☑ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule12b-2).Yes☐No☑ As of March23, 2026, there were 217,976,175shares of the registrant’s Common Stock and 1,224,351shares of 12%SeriesACumulative Convertible Preferred Stock issued and outstanding. NOTE Unless otherwise noted or the context otherwise requires, references to the “Company,” “USARE,” “USA Rare Earth, Inc.,”“we,” “us,” or “our” refer to USA Rare Earth, Inc. and its subsidiaries. References to a year refer to our fiscal years ended on December 31 of the specified year. Certain monetary amounts, percentages and other figures included herein have been subject to rounding adjustments.Accordingly, figures shown as totals in certain tables and charts may not be the arithmetic aggregation of the figures thatprecede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregatedmay not be the arithmetic aggregation of the percentages that precede them. MARKET AND INDUSTRY DATA Information contained in this Annual Report concerning the market and the industry in which we compete, including ourmarket position, general expectations of market opportunity, size and growth rates, is based on information from variousthird-party sources, on assumptions made by us based on such sources and our knowledge of the markets for ourservices and solutions. This information and any estimates provided herein involve numerous assumptions and limitations,and you are cautioned not to give undue weight to such information. Third-party sources generally state that theinformation contained in such source h