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Get filing alertsUSA Rare Earth invests EUR 22.5M for 13.6% stake in French rare-earth processor Carester
Filed July 23, 2026 · Period ending July 22, 2026 · ~2 min read
Key Changes
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USAR will invest EUR 22.5M in Carester SAS (France) for 13.6% stake: EUR 10.8M cash subscription plus EUR 11.7M paid in USAR common stock. Number of shares to be issued determined 9 days before closing based on USAR stock price and USD-EUR exchange rate.
Item 7.01 — Regulation FD Disclosure verify on EDGAR → -
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USAR will also purchase existing Carester shares for EUR 17.5M cash: EUR 5.0M from founder and EUR 12.5M from Solvay subsidiary Rhodia Opérations, bringing total cash outlay to ~EUR 28M and removing Solvay as shareholder.
Item 7.01 — Regulation FD Disclosure verify on EDGAR → -
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Carester's Caremag facility in Lacq, France scheduled for late 2026 commissioning will produce 800 tpa NdPr oxide, 500 tpa dysprosium oxide, 100 tpa terbium oxide when fully ramped—representing ~15% of current world production of Dy and Tb magnetic rare earth oxides.
Exhibit 99.1 view on EDGAR → -
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Investment part of broader partnership to build integrated rare earth platform in Lacq spanning processing, separation, metal/alloy production, and potentially magnet manufacturing. USAR developing 3,750 mtpa metal and alloy facility at same location.
Exhibit 99.1 view on EDGAR → -
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French government support includes C3IV program direct credits up to 45% of eligible equipment/real estate (up to €130M) and Bpifrance readiness to consider state guarantee covering 50% of commercial debt financing for LCM Europe metallization project.
Exhibit 99.1 view on EDGAR →
Summary
USA Rare Earth is investing EUR 22.5 million for a 13.6% stake in Carester, a French rare-earth oxide processor, with closing expected in Q3 2026. The investment splits between EUR 10.8 million cash and EUR 11.7 million paid in USAR common stock, with the share count to be determined nine days before closing based on USAR's stock price and the USD-EUR exchange rate—creating near-term dilution uncertainty.
USAR will also spend EUR 17.5 million cash to purchase existing shares from Carester's founder and from Solvay's subsidiary, bringing total cash outlay to approximately EUR 28 million and removing Solvay as a shareholder. The strategic rationale centers on Carester's Caremag facility in Lacq, France, scheduled for late 2026 commissioning.
When fully ramped, the facility will produce 800 tonnes per annum of neodymium-praseodymium oxide, 500 tonnes of dysprosium oxide, and 100 tonnes of terbium oxide—the latter two representing approximately 15% of current world production of these critical magnetic rare earth oxides. The investment is part of a broader partnership to build an integrated rare earth industrial platform in Lacq spanning processing, separation, metal and alloy production, and potentially magnet manufacturing, with USAR developing a 3,750 metric tonnes per annum metal and alloy production facility at the same location. The French government has announced support for the LCM Europe metallization project, including C3IV program direct credits up to 45% of eligible costs (up to €130 million) and Bpifrance's readiness to consider a state guarantee covering 50% of commercial debt financing. For USAR shareholders, the investment secures access to European rare-earth oxide output and processing capabilities while requiring material cash deployment and equity dilution at a share price to be set shortly before closing.
Section-by-Section Diff
Event · Item 3.02 — Unregistered Sales of Equity Securities
8-K filing appears incomplete or truncated, disclosing only Item 3.02 header regarding unregistered equity sales with no substantive details.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Item 3.02. Unregistered Sales of Equity Securities.
The information under
The filing discloses Item 3.02 regarding unregistered sales of equity securities but appears incomplete or truncated. The text cuts off mid-sentence after 'The information under', providing no details about the securities sold, purchasers, consideration received, exemption relied upon, or other material terms typically required in an Item 3.02 disclosure.
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Item 8.01 of this Current Report on Form 8-K related to the Contribution in Kind and the issuance of USAR Common Stock to Carester is incorporated herein by reference.
The company issued common stock to an entity named Carester in exchange for a contribution in kind. The filing does not disclose the number of shares issued, the valuation of the contribution, or the nature of the assets contributed. Item 8.01 typically covers other events not specified elsewhere in Form 8-K.
Event · Item 7.01 — Regulation FD Disclosure
Item 7.01 — Regulation FD Disclosure filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On July 22, 2026, USA Rare Earth, Inc. (“USAR” or the “Company”) entered into a Share Purchase and Investment Agreement (the “Investment Agreement”) by and among (i) Frédéric Carencotte (the “Founder”), a French citizen, (ii) CareInvest, a French société par actions simplifiée controlled by the Founder (together with the Founder, the “Majority Shareholders”), (iii) USAR, (iv) InfraVia CMF Invest S.à r.l., a Luxembourg private limited liability company (“InfraVia” and, together with USAR, the “New Investors”), and (v) Carester SAS, a French société par actions simplifiée (“Carester”). The Investment Agreement provides for a minority investment by the New Investors in Carester.
USAR entered into an agreement to invest in Carester, a French rare-earth processing company, alongside co-investor InfraVia. The transaction gives USAR a minority stake in a European rare-earth oxide producer, potentially securing feedstock and supply-chain access for USAR's operations.
Added in current filing · verify on EDGAR →
Completion is subject to the execution of a share purchase agreement with Rhodia Opérations providing for the Rhodia Exit and the completion of the transfer of the Rhodia Shares thereunder, together with other remaining customary conditions, and is expected to occur in the third quarter of 2026.
The transaction is expected to close in Q3 2026, subject to finalizing the Rhodia share purchase agreement and other customary closing conditions. Until closing occurs, the investment remains contingent.
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Added in current filing · verify on EDGAR →
In connection with the Investment Agreement, upon Completion, the Majority Shareholders and the New Investors will enter into a new shareholders’ agreement to govern Carester (the “New Shareholders’ Agreement”), superseding the existing shareholders’ agreement dated April 11, 2024. The New Shareholders’ Agreement provides for, among other things, board/governance arrangements and consent rights over specified matters.
USAR and InfraVia will enter into a new shareholders' agreement with Carester's majority shareholders at closing, establishing governance rights and consent provisions. The agreement replaces an existing April 2024 shareholders' agreement, though specific governance terms are not disclosed in this filing.
Event · Exhibit 99.1
USA Rare Earth enters definitive agreements to acquire 13.6% stake in French rare earth processor Carester, strengthening European platform.
Added in current filing · view on EDGAR →
USA Rare Earth, Inc. (Nasdaq: USAR) (the “Company”) today announced that it has entered into definitive agreements to acquire strategic minority stakes representing approximately 13.6 percent each in Carester SAS (“Carester”), a French leader in rare earth processing and separation. InfraVia, acting through its Critical Metals Fund, seeded by the French State as an anchor investor alongside private institutional capital, is acquiring a similar stake in Carester alongside USA Rare Earth
USA Rare Earth has entered definitive agreements to acquire a 13.6% minority stake in Carester, a French rare earth processing company. InfraVia's Critical Metals Fund is acquiring a similar stake alongside USA Rare Earth. The investment formalizes a strategic framework announced in April 2026 and provides USA Rare Earth access to Carester's oxide output, engineering capabilities, and intellectual property, while Carester gains access to USA Rare Earth's feedstock from Serra Verde and Round Top.
Added in current filing · view on EDGAR →
Proceeds will primarily fund Carester’s next phase of growth, including expansion of its rare earth processing and separation platform (Caremag), research and development, and working capital. As a condition to completion of the strategic investment, portion of the joint investment will fund the acquisition of minority shareholders’ interest, resulting in their full exit. Funding is expected in the third quarter of 2026, subject to remaining customary conditions.
The investment proceeds will fund Carester's expansion of its Caremag platform, research and development, and working capital. Part of the investment will buy out existing minority shareholders. Funding is expected in Q3 2026, subject to customary closing conditions.
Added in current filing · view on EDGAR →
The investment is part of a broader partnership between USA Rare Earth, LCM Europe, and Carester to build an integrated rare earth industrial platform in Lacq, France, spanning processing, separation, metal and alloy production, and potentially magnet manufacturing. In parallel, USA Rare Earth, through LCM Europe, is developing a 3,750 mtpa metal and alloy production facility at the same location.
USA Rare Earth, LCM Europe, and Carester are building an integrated rare earth industrial platform in Lacq, France covering processing, separation, metal and alloy production, and potentially magnet manufacturing. USA Rare Earth is developing a 3,750 metric tonnes per annum metal and alloy production facility at the same location, forming one of Europe's most complete rare earth industrial ecosystems.
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