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Get filing alertsUSA Rare Earth closes $2.57B Serra Verde merger, paying $300M cash and 126.8M shares
Filed September 4, 2026 · Period ending September 3, 2026 · ~1 min read
Key Changes
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Merger with SVRE Holdings closed September 3, 2026, making SVRE an indirect wholly owned subsidiary of USAR.
Item 1.01 verify on EDGAR → -
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Aggregate consideration: $300 million cash plus 126,849,307 USAR common shares.
Item 1.01 verify on EDGAR → -
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Merger Sub assumed SVRE's DFC loan facility of up to $565 million; $100 million incremental tranche repaid in full at closing.
Item 2.03 verify on EDGAR → -
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Thrasyvoulos Moraitis appointed President, will become CEO October 1, 2026; Sir Michael Lawrence Davis joins board.
Item 5.02 verify on EDGAR → -
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Pro forma combined net loss for six months ended June 30, 2026 was $115.5 million ($0.34 per share).
Exhibit 99.3 view on EDGAR →
Summary
USA Rare Earth completed its acquisition of Serra Verde Group on September 3, 2026, paying $300 million in cash and issuing 126.8 million shares. The deal creates a vertically integrated rare earth and permanent magnet platform, combining Serra Verde's Brazilian heavy rare earth mining with USAR's processing and magnet capabilities.
The combined company expects Serra Verde's first stage to reach a 4,000 tpa TREO run-rate by end of 2026, with a second stage targeting 6,400 tpa and commissioning within 12 months. Financially, the merger adds significant debt: USAR's merger sub assumed a DFC loan facility of up to $565 million, secured by substantially all assets of the acquired business.
The $100 million incremental tranche was repaid at closing, but the up to $465 million initial loan remains, bearing interest at Term SOFR plus 4.0% with a 15-year term. Pro forma results show a combined net loss of $115.5 million for the first half of 2026, reflecting the pre-revenue stage of the combined operations. Leadership transitions are underway: Thras Moraitis, former Serra Verde CEO, becomes President now and will succeed Barbara Humpton as CEO on October 1, 2026. Sir Mick Davis also joins the board. Lock-up agreements restrict one-third of the merger shares for 90 days and one-third for 180 days, with the remaining third unrestricted, which could create near-term selling pressure.
Section-by-Section Diff
Event · Item 2.01 — Completion of Acquisition or Disposition of Assets
USA Rare Earth completed an acquisition or disposition of assets, incorporating Item 1.01 details by reference.
Added in current filing · verify on EDGAR →
Item 2.01. Completion of Acquisition or Disposition of Assets. The information under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The company filed an 8-K disclosing the completion of an acquisition or disposition of assets. The details are incorporated by reference from Item 1.01 of the same filing, which is not included in this excerpt.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
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USAR agreed to (a) file a registration statement on Form S-3 (or Form S-1 if not eligible for Form S-3) with the SEC on the first Business Day following the consummation of the Transactions for purposes of registering the resale or distribution of the Aggregate Stock Merger Consideration by the SVRE Shareholders and other recipients thereof
USAR committed to file a registration statement the first business day after closing to allow SVRE shareholders and other recipients to resell the stock portion of the merger consideration. This creates a potential future supply of USAR shares into the public market.
Added in current filing · verify on EDGAR →
Vision Blue has the right to designate one member to the board of directors of USAR (the “USAR Board”), for so long as Vision Blue and its affiliates beneficially own USAR Shares that represent, in the aggregate, at least 5% of the then outstanding amount of shares of USAR common stock
Vision Blue, a recipient of merger consideration, gains the right to designate one USAR board member as long as it holds at least 5% of USAR's outstanding common stock. The designee must be reasonably acceptable to USAR's Nominating and Corporate Governance Committee.
Event · Item 2.03 — Creation of a Direct Financial Obligation
Item 2.03 — Creation of a Direct Financial Obligation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The Initial Loan bears interest at a rate per annum equal to a forward-looking term rate based on the secured overnight financing rate for the applicable interest period (“Term SOFR”), subject to a floor of 0.00%, plus 4.0%. The Initial Loan has a term not to exceed fifteen (15) years from the initial disbursement date and is repayable in up to forty-nine (49) quarterly sculpted installments.
The $465 million Initial Loan carries interest at Term SOFR plus 4.0%, with a 0.00% SOFR floor. It matures in up to 15 years and amortizes through up to 49 quarterly sculpted installments.
Added in current filing · verify on EDGAR →
The obligations under the Finance Agreement are secured by a first priority lien on 100% of the shares in Merger Sub and substantially all assets of Merger Sub and its subsidiaries.
The loan is secured by a first-priority lien on all Merger Sub shares and substantially all of Merger Sub's and its subsidiaries' assets, giving DFC a senior secured position.
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Upon payment of the Merger Consideration in respect of the DFC Warrants and payment of all outstanding unpaid fees and accrued but unpaid interest due to DFC in relation to the outstanding principal amount of the Incremental Loan, the outstanding principal amount of the Incremental Loan and all such amounts were deemed repaid in full and all obligations of Merger Sub in respect of the Incremental Loan were deemed irrevocably satisfied and discharged.
The $100 million Incremental Loan was funded before the Merger closed. At closing, after paying the DFC Warrants merger consideration and all unpaid fees and accrued interest, the Incremental Loan principal and related obligations were deemed repaid in full and irrevocably discharged.
Added in current filing · verify on EDGAR →
Immediately prior to the closing of the Merger, the DFC Warrants were cancelled and converted on a cashless exercise basis into the right to receive Merger Consideration payable in respect of the DFC Warrants in accordance with the terms and conditions of the Merger Agreement.
Warrants issued to DFC in connection with the Incremental Loan were cancelled just before closing and converted cashlessly into the right to receive Merger Consideration under the Merger Agreement.
Event · Item 3.02 — Unregistered Sales of Equity Securities
USA Rare Earth discloses unregistered sales of equity securities tied to a merger's stock consideration.
Added in current filing · verify on EDGAR →
The information under Item 2.01 of this Current Report on Form 8-K related to the Aggregate Stock Merger Consideration is incorporated herein by reference.
The company issued shares as merger consideration without registration under the Securities Act, relying on an exemption. The filing incorporates the merger details from Item 2.01 by reference, so the specific share count and terms are not restated here.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
the USAR Board appointed Thrasyvoulos Moraitis and Sir Michael Lawrence Davis to the USAR Board, effective as of the closing of the Merger
Two new directors join the board in connection with the merger closing. Mr. Davis is also the initial appointee under the Board Appointment Agreement described in Item 1.01.
Added in current filing · verify on EDGAR →
Mr. Moraitis assumed the function and responsibility of President of USAR through October 1, 2026, at which point he will serve as Chief Executive Officer of USAR.
Mr. Moraitis will serve as President until October 1, 2026, then become CEO. This is a planned leadership transition tied to the merger.
Added in current filing · verify on EDGAR →
his initial base salary has been changed to CHF 905,000 per annum
The side letter executed on September 3, 2026 memorializes Mr. Moraitis's CEO compensation terms, with his initial base salary set at CHF 905,000 per year.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
Mr. Davis will be entitled to a cash retainer and an equity award in the form of RSUs under USAR’s director compensation program
As a non-employee director, Mr. Davis will receive standard director compensation including cash and restricted stock units.
Added in current filing · verify on EDGAR →
each has entered into a customary indemnification agreement with the Company. None of Mr. Moraitis or Mr. Davis have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Both new directors signed standard indemnification agreements, and neither has a material related-party transaction requiring disclosure.
Event · Item 8.01 — Other Events
USAR discloses lock-up agreements restricting transfer of merger consideration shares for 90/180 days.
Added in current filing · verify on EDGAR →
one-third of the USAR Shares received by each such person are subject to a 90-day lock-up period following the closing of the Merger, one-third are subject to a 180-day lock-up period following the closing of the Merger, and one-third are not subject to any lock-up restrictions
The filing discloses that each SVRE shareholder and certain employees/consultants entered into lock-up agreements restricting transfer of USAR shares received as merger consideration. One-third of the shares are locked for 90 days, one-third for 180 days, and one-third are unrestricted. This is a standard post-merger arrangement to prevent immediate selling pressure.
Event · Exhibit 99.1
USA Rare Earth completed its combination with Serra Verde Group, creating a fully integrated rare earth and permanent magnet platform.
Added in current filing · view on EDGAR →
today announced the completion of its combination with Serra Verde Group (“Serra Verde”) on September 3, 2026
USA Rare Earth closed its combination with Serra Verde Group on September 3, 2026. The deal combines Serra Verde's heavy rare earth mining operation in Brazil with USA Rare Earth's processing, metallization, and magnet-making capabilities.
Added in current filing · view on EDGAR →
The first stage of this program is expected to reach a run-rate of approximately 4,000 tons per annum (tpa) of total rare earth oxide (TREO) production by the end of 2026. Construction is underway on the second stage of the expansion, targeting average production of 6,400 tpa of TREO, with commissioning expected to begin within 12 months.
Serra Verde's Brazilian operation is expected to reach a run-rate of about 4,000 tons per annum of total rare earth oxide by the end of 2026, with a second-stage expansion targeting 6,400 tpa and commissioning expected within 12 months. Longer term, a Phase 2 expansion could double run-of-mine production. Note: these figures were previously disclosed in the company's Aug 24, 2026 8-K.
Added in current filing · view on EDGAR →
Thras Moraitis, formerly Chief Executive Officer of Serra Verde, has been appointed President of USA Rare Earth and is joining its Board of Directors. On October 1, 2026, Barbara Humpton will retire as CEO of USA Rare Earth and Mr. Moraitis will succeed her and lead the combined company.
Thras Moraitis, former CEO of Serra Verde, becomes President of USA Rare Earth and joins its board. He will succeed Barbara Humpton as CEO on October 1, 2026, when she retires. Sir Mick Davis, Chairman of Serra Verde and former CEO of Xstrata plc, also joins the USA Rare Earth board.
Added in current filing · view on EDGAR →
Serra Verde is the only scaled producer of all four magnetic and other critical heavy rare earth elements outside Asia.
The combined company positions itself as one of the only fully integrated rare earth and permanent magnet platforms outside Asia. Serra Verde is described as the only scaled producer of all four magnetic and other critical heavy rare earth elements outside Asia.
Event · Exhibit 99.3
USAR completed its merger with SVRE and issued pro forma financials showing combined losses and a $2.57B purchase price.
Added in current filing · view on EDGAR →
Total purchase consideration $ 2,573,893
The total purchase consideration for the SVRE merger was $2.57 billion, consisting of $300.0 million in cash, $2.26 billion in equity consideration, and $9.6 million in pre-combination expense. This is a material figure for understanding the scale of the acquisition.
Added in current filing · view on EDGAR →
Goodwill 467,679
The merger resulted in $467.7 million of goodwill, representing the excess of purchase price over the fair value of SVRE's identifiable net assets. This is a significant intangible asset that will be subject to future impairment testing.
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Figures/quotes linked to EDGAR · Narrative written by AI · Sep 8, 2026 · How we verify