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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

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 →

2 more material changes behind this preview — plus the full narrative summary, section-by-section diffs against the prior filing, and verbatim quotes with EDGAR citations.

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