USA Rare Earth (USAR) Proxy Filing summary

Executive summary

• Special Meeting scheduled for July 1, 2025, to approve issuance of up to 10,714,286 shares of common stock under a warrant from a recent $75 million private placement and to consider adjournment if needed.

• Only stockholders of record as of May 23, 2025, are entitled to vote, with both common and Series A Preferred Stock voting as a single class.

• Board unanimously recommends voting in favor of both proposals; certain directors and officers have signed support agreements to vote their shares in favor.

Voting matters and shareholder proposals

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

• Proposal 2 seeks approval to adjourn the meeting if more time is needed to solicit votes for Proposal 1.

• Both proposals require a majority of votes properly cast, excluding abstentions and broker non-votes.

• If Proposal 1 is not approved, additional special meetings will be held semi-annually until approval is obtained.

• No other business is expected at the meeting.

Board of directors and corporate governance

• Board consists of named executive officers and directors, with significant ownership and voting power among them.

• Advance notice procedures for shareholder proposals and nominations are outlined in the company’s by-laws.

• Certain directors and officers have entered into stockholder support agreements to vote in favor of the Warrant Share Issuance Proposal.