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NASDAQ: USAR USA Rare Earth, Inc. 8-K

USA Rare Earth CEO Barbara Humpton to retire Oct 1; Serra Verde CEO Moraitis to succeed

Filed July 20, 2026 · Period ending July 19, 2026 · ~2 min read

5 key changes 1 high relevance 4 sections

Key Changes

  • high

    CEO Barbara Humpton retires Oct 1, 2026, with no disagreement cited. Thrasyvoulos Moraitis, current CEO of Serra Verde (the company USAR is acquiring), succeeds her on Oct 1 or upon merger close, whichever is later.

    Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
  • medium

    Moraitis receives CHF 822,000 base salary through Dec 2028, $5M in RSUs for 2026-2027, $1.5M time-vested inducement award, $6.5M performance stock units tied to financial/operational milestones, and $4M make-whole award replacing forfeited Serra Verde benefits.

    Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
  • medium

    Michael Blitzer, Chairman since March 2023, appointed Executive Chair to align Board and management on growth strategy, support Serra Verde merger and proposed Carester/Texas Mineral Resources deals, and reflect his central role in strategic direction.

    Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
  • low

    Blitzer receives $170,000 annual cash retainer and $2.53M annual RSU grants vesting over three years, plus one-time grant of 31,427 RSUs recognizing strategic leadership. First grant pro-rated to 133,353 RSUs through 2027 annual meeting.

    Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
  • low

    Humpton receives vesting of 219,329 RSUs on Oct 1 and $500,000 pro-rated 2026 bonus based on performance, contingent on release of claims, continued employment through separation, and compliance with retirement agreement terms.

    Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →

Summary

USA Rare Earth is executing a planned CEO succession tied to its pending Serra Verde acquisition, expected to close by end of August 2026. Barbara Humpton, who led the company's mine-to-magnet strategy and secured the landmark $1.6 billion U.S. government financing announced in June, retires October 1 with no disagreement cited.

Thrasyvoulos Moraitis, who has led Serra Verde since January 2023 and transformed it into the only large-scale producer of the four critical magnetic rare earths outside Asia, takes over as CEO. Moraitis brings deep mining sector experience from Xstrata, where he helped grow the company to $65 billion before its 2013 Glencore sale.

His compensation package includes substantial performance equity tied to financial and operational milestones through December 2028, aligning pay with execution during the critical integration period. The Board elevated Chairman Michael Blitzer to Executive Chair to maintain close alignment on strategy as the company shifts from deal-making to operational execution. Blitzer has been central to USAR's strategic direction since its public listing, including personally agreeing to stock transfer restrictions tied to government funding milestones. The leadership changes position the company for post-merger integration of Serra Verde's upstream mining capabilities with USAR's downstream processing and magnet manufacturing, aiming to build the first vertically integrated magnetic rare earth value chain outside Asia. Sir Mick Davis, Moraitis's former mentor at Xstrata, will join the Board, adding mining industry expertise during the integration phase.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~4,300 words

CEO Barbara Humpton retires Oct 1; Thrasyvoulos Moraitis appointed CEO; Michael Blitzer becomes Executive Chair with expanded role.

1 Added
Added CEO retirement and succession high

Added in current filing · verify on EDGAR →

On July 19, 2026, USA Rare Earth, Inc. (“USAR” or the “Company”), announced that Barbara Humpton will retire as Chief Executive Officer and as a director of the Company, effective on October 1, 2026 (the “Separation Date”). ... Ms. Humpton’s retirement as Chief Executive Officer was not due to any disagreement with the Company or any matter relating to the Company’s operations, policies or practices. ... On July 19, 2026, the Company’s Board of Directors (the “Board”) approved appointing Thrasyvoulos Moraitis, age 63, and current CEO of the Serra Verde Group (“Serra Verde”), as Chief Executive Officer of the Company on October 1, 2026, or if later, upon the closing of the previously announced business combination between the Company and Serra Verde (the “Serra Verde Merger” and the later date, the “Joining Date”).

CEO Barbara Humpton will retire effective October 1, 2026, after serving as CEO. The company states her departure is not due to any disagreement with operations, policies, or practices. Thrasyvoulos Moraitis, currently CEO of Serra Verde Group (the company USAR is acquiring), will succeed her as CEO on October 1 or upon closing of the Serra Verde merger, whichever is later. Moraitis brings extensive mining and resources experience from roles at Xstrata, X2 Resources, and EuroChem.

Event · Exhibit 99.1

CEO Barbara Humpton to retire Oct 1, 2026; Thras Moraitis (Serra Verde CEO) to succeed her; Michael Blitzer elected Executive Chairman immediately.

5 Added
Added CEO retirement and succession high

Added in current filing · verify on EDGAR →

Barbara Humpton will retire as Chief Executive Officer and Board Director on October 1, 2026. USAR’s Board of Directors has named Thras Moraitis, current CEO of the Serra Verde Group (“Serra Verde”) and a highly experienced operator in the rare earths industry, as Ms. Humpton’s successor. Mr. Moraitis will assume the CEO role on October 1, 2026, following the anticipated completion of USAR’s combination with Serra Verde by the end of August.

Barbara Humpton will retire as CEO and board director effective October 1, 2026. Thras Moraitis, currently CEO of Serra Verde Group (which USAR is acquiring), will succeed her as CEO on the same date. The transition is timed to follow the anticipated completion of the Serra Verde acquisition by end of August 2026. During the interim period, Moraitis will continue to oversee combined operations as President.

Added Executive Chairman appointment medium

Added in current filing · view on EDGAR →

Michael Blitzer, current Chairman of USAR’s Board and significant shareholder in the Company, has been elected Executive Chairman, effective immediately. Since its public listing, he has played a central role in setting USAR’s strategic direction, anchoring its vision to build a global mine-to-magnet value chain and identifying organic and inorganic growth opportunities. He also helped lead USAR’s efforts to obtain U.S. government financing, including by personally agreeing to restrictions on the transfer of his USAR common stock until certain strategic funding release milestones under the government financing are satisfied.

Michael Blitzer, previously non-executive Chairman and a significant shareholder, has been elected Executive Chairman effective immediately. He has been central to USAR's strategic direction since its public listing, including leading efforts to secure U.S. government financing. He personally agreed to stock transfer restrictions tied to government funding milestones.

Added New CEO background and experience medium

Added in current filing · view on EDGAR →

Mr. Moraitis has served as Chief Executive Officer of Serra Verde since January 2023 and has an unparalleled track record of operational execution, strategic development and transaction leadership in the rare earths sector. Over his tenure, Serra Verde transformed into the only large-scale producer of the four critical magnetic rare earths outside of Asia and a pioneer of the Brazilian rare earths sector. ... Prior to Serra Verde, Mr. Moraitis served on the Executive Committee of Xstrata, led by CEO Sir Mick Davis, where he and the team grew Xstrata into a US $65B company, ultimately selling it to Glencore in 2013.

Thras Moraitis has led Serra Verde as CEO since January 2023, transforming it into the only large-scale producer of the four critical magnetic rare earths outside Asia. He previously served on Xstrata's Executive Committee, helping grow that company to $65 billion in value before its 2013 sale to Glencore. He has been involved in approximately 40 transactions over his career and holds degrees in electrical engineering, computer science, and an MBA.

Added Strategic rationale for leadership transition high

Added in current filing · view on EDGAR →

“With the Serra Verde combination nearing completion and our overall focus shifting to execution, Barbara and the Board agree this is the right time for a leadership transition. Thras is among a rare group of leaders in this industry, with a proven record of carrying companies through integration and large-scale project execution, honed over his many years helping build Xstrata. He knows what it takes to build an industry champion, and his relentless focus on operational excellence will be invaluable as we ramp to full production and scale.

The Board and Humpton agreed the leadership transition timing aligns with the near-completion of the Serra Verde acquisition and the company's shift from deal-making to operational execution. Moraitis brings proven experience in post-merger integration and large-scale project execution from his Xstrata tenure, which the Board views as critical for ramping production and scaling operations.

Added Humpton's accomplishments and legacy medium

Added in current filing · view on EDGAR →

Ms. Humpton has been instrumental in steering USAR’s mine-to-magnet strategy, overseeing company milestones that have fundamentally transformed the Western critical minerals landscape. Under her leadership, USAR secured landmark public-private partnerships and established a global footprint spanning critical processing, metals, and magnet capabilities.

Barbara Humpton led USAR's mine-to-magnet strategy, securing landmark public-private partnerships (including the $1.6 billion U.S. government financing referenced elsewhere in the release) and establishing a global footprint across the rare earth value chain. The Board credits her with fundamentally transforming the Western critical minerals landscape and building the foundation for the company's current platform.

Event · Exhibit 99.2

4 Added
Added CEO retirement and succession high

Added in current filing · view on EDGAR →

I will be retiring as Chief Executive Officer, effective October 1, 2026. I am excited to let you know that Thras Moraitis, current CEO of Serra Verde, will be taking over as CEO of the Company at that time. This transition of leadership will follow the anticipated completion of our combination with Serra Verde, which we expect to close by the end of August.

Barbara Humpton is retiring as CEO effective October 1, 2026, and will be succeeded by Thras Moraitis, currently CEO of Serra Verde. The leadership transition is timed to follow the anticipated completion of the Serra Verde merger, expected to close by end of August 2026. Humpton will work with Moraitis, the Board, and leadership team over the next couple of months to ensure a seamless transition.

Added Executive Chairman appointment medium

Added in current filing · view on EDGAR →

Effective today and as we start working through this transition process, our Board Chairman, Mike Blitzer, has been elected Executive Chairman. Mike has been, and will continue to be, instrumental in shaping our strategy, and he will continue working closely with the company’s executive leadership team to oversee the buildout of our platform.

Mike Blitzer, previously Board Chairman, has been elected Executive Chairman effective immediately. He will continue shaping strategy and working closely with the executive leadership team to oversee the buildout of the company's platform during and after the CEO transition.

Added Serra Verde merger timing high

Added in current filing · view on EDGAR →

This transition of leadership will follow the anticipated completion of our combination with Serra Verde, which we expect to close by the end of August.

The company expects the Serra Verde merger to close by the end of August 2026, with the CEO transition occurring shortly thereafter on October 1, 2026. The timing links the leadership change to the completion of this strategic combination.

Added DOC public-private partnership high

Added in current filing · view on EDGAR →

Our collective efforts have been validated in a number of ways, including through the landmark public-private partnership we announced in June with the U.S. Government for up to $1.6 billion, representing the largest of its kind in our industry.

The company announced in June 2026 a landmark public-private partnership with the U.S. Government for up to $1.6 billion, described as the largest of its kind in the rare earths industry. This validates the company's mine-to-magnet strategy and domestic infrastructure buildout efforts.

Event · Exhibit 99.3

5 Added
Added CEO transition high

Added in current filing · view on EDGAR →

Following Barbara’s note to the team earlier today, I wanted to reach out to introduce myself; to thank Barbara for what she has brought to the company; and to express my excitement at the opportunity we have to write the next chapter of the company’s story.

Thrasyvoulos Moraitis is taking over as CEO from Barbara, who is departing. Moraitis brings mining industry experience including roles at Xstrata Plc (which grew from $500M to $65B) and Serra Verde, where he served as leader since 2023. The transition is tied to the Serra Verde merger and aims to integrate the combined mine-to-magnet operations.

Added Strategic integration priorities high

Added in current filing · view on EDGAR →

Our immediate focus will be on integrating the assets that have been acquired, specifically bringing Serra Verde and the Pela Ema mine’s capabilities into USA Rare Earth’s fold, and unlocking the potential of another strategic asset, LCM. At the same time, we need to continue scaling operationally to meet our commitments and milestones across our value chain.

The new CEO outlines near-term priorities: integrating Serra Verde and Pela Ema mine assets, unlocking value at LCM (another strategic asset), and scaling operations to meet commitments across the rare earth value chain from mine to magnet. This reflects the company's strategy to become the first integrated player in magnetic rare earths outside Asia.

Added Serra Verde background high

Added in current filing · view on EDGAR →

Since then, our team has steered it into the only scaled producer of all four magnetic earths outside Asia, establishing its position as a strategic asset in the new, emerging value chains.

Serra Verde, which Moraitis led since 2023, is described as the only scaled producer of all four magnetic rare earths outside Asia. The merger combines Serra Verde's upstream mining capabilities with USA Rare Earth's downstream magnet manufacturing, creating vertical integration in a supply chain currently dominated by Asian producers.

Added Board addition medium

Added in current filing · view on EDGAR →

One of those is Sir Mick Davis, who will also join USAR’s Board

Sir Mick Davis, a former mentor to the new CEO and part of the team that grew Xstrata Plc into a $65 billion mining major, will join USA Rare Earth's Board of Directors. This adds mining industry expertise at the board level during the integration period.

Added Leadership transition process medium

Added in current filing · view on EDGAR →

My and Barbara’s top priority is ensuring this transition is as seamless as possible. We must enter a period of thoughtful integration and focused execution, and Barbara and I will work in tandem to ensure a smooth transition.

The outgoing and incoming CEOs are working together to ensure a smooth handoff during this pivotal integration period. The transition is framed as collaborative rather than abrupt, with both leaders focused on seamless execution as the company integrates multiple recent acquisitions.

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