USA Rare Earth (USAR) Proxy Filing summary

Executive summary

• Special Meeting called to approve issuance of up to 10,714,286 shares of common stock under a warrant from a $75M private placement closed May 2, 2025, and to approve potential adjournment if more votes are needed.

• Only stockholders as of May 23, 2025, can vote; both common and Series A Preferred Stockholders vote as a single class.

• Board unanimously recommends voting in favor of both proposals.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of up to 10,714,286 shares of common stock under a warrant issued in the private placement, as required by Nasdaq Listing Rule 5635(d).

• Proposal 2: Approve adjournment of the meeting if more time is needed to solicit votes for Proposal 1.

• Both proposals require a majority of votes cast (excluding abstentions and broker non-votes) for approval.

• Certain directors, officers, and major stockholders have agreed to vote in favor, representing at least a majority of voting power.

Board of directors and corporate governance

• Board members and certain officers have executed support agreements to vote in favor of the Warrant Share Issuance Proposal.

• Board has authority to adjourn the meeting if necessary to secure sufficient votes.