USA Rare Earth Completes Combination with Serra Verde Group (Form 8-K)

USA Rare Earth Completes Combination with Serra Verde Group

Combines Serra Verde's world-class upstream heavy-rare earth operation with USA Rare Earth's processing, metallization, and magnet-making capabilities

Creates one of the only fully integrated rare earth and permanent magnet platforms outside Asia

Industry veterans Sir Mick Davis and Thras Moraitis join the USA Rare Earth Board

Stillwater, Okla. and Goiás, Brazil - September 4, 2026 - USA Rare Earth (Nasdaq: USAR) ("USAR", "USA Rare Earth", or the "Company") today announced the completion of its combination with Serra Verde Group ("Serra Verde") on September 3, 2026, creating a global rare earths leader and a partner of choice for the supply of advanced materials and products that underpin Western national security and technological innovation.

Serra Verde is the only scaled producer of all four magnetic and other critical heavy rare earth elements outside Asia. Its mining and processing operation in Goiás, Brazil began production in January 2024 and is currently completing an advanced-stage optimization and commissioning program, with ramp-up expected in the third quarter of 2026. 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. Longer term, Serra Verde has the potential to double run of mine (ROM) production through a Phase 2 expansion.

Serra Verde joins USA Rare Earth's existing and planned upstream, midstream and downstream assets in the United States, the United Kingdom and France to create a fully integrated rare earths platform positioned to deliver a reliable supply chain of vital rare earth elements and derivative products aimed at meeting commercial and public sector demand at each stage of the value chain.

Michael Blitzer, Executive Chairman of USA Rare Earth, stated: "Demand for rare earths and permanent magnets is accelerating globally due to demand from rapidly growing forward-facing technologies such as renewable energy, physical AI, semiconductors, aerospace and defense applications. At the same time, supply outside Asia remains weak as new sources, especially of heavy rare earths, take time to develop and produce. Over the past years we have assembled, built and integrated the key assets and capabilities at each step of the value chain, thereby positioning USA Rare Earth at the epicenter of that shift, building the affordable, dependable, and resilient supply chains of essential rare earth materials that underpin economic competitiveness and national security. With the Serra Verde combination complete, our focus now turns to execution, integrating operations, and moving efficiently toward steady-state and reliable supply. To this end, I'm confident we have the right team and platform to play a key role in meeting the needs of the crucial industries which depend on our products."

Barbara Humpton, Chief Executive Officer of USA Rare Earth, stated: "Today marks a significant milestone for USA Rare Earth, and I am pleased to welcome the Serra Verde team to our platform. They are an exceptionally talented group that has built one of the most strategically important upstream operations in the critical minerals industry. Our teams have spent months preparing for this combination, and we are ready to move forward as one company with a clear focus on integration and execution. Together, we have the assets, the expertise, and the global footprint to manage the full rare earth value chain from the earth to the finished magnet and beyond, providing customers with a secure and resilient source of supply."

As previously announced, 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. Sir Mick Davis, Chairman of Serra Verde and former CEO of Xstrata plc, is also joining the USA Rare Earth Board.

Thras Moraitis, President of USA Rare Earth, stated: "For our team in Brazil, this combination is the culmination of a 15-year journey to build a scaled, sustainable source of the vital rare earth materials that power the technologies of the future. The combination with USA Rare Earth accelerates our ambition to ensure our heavy rare earth elements reach end-use customers in the form of advanced materials, including permanent magnets, thereby becoming an important link in an integrated supply chain. Together, we are positioned to supply critical materials that shape our society's future by promoting the prosperity of global industries whose ambitions would otherwise be constrained by a lack of reliable supply. I look forward to delivering on that promise for our shareholders, customers, employees, governments and communities across Brazil, the United States, the UK and France."

Advisors

Moelis & Company LLC is acting as exclusive financial advisor and Latham & Watkins LLP is acting as legal counsel for USA Rare Earth. Goldman Sachs & Co. LLC is acting as exclusive financial advisor and White & Case LLP is acting as legal counsel for Serra Verde. Allen Overy Shearman Sterling US LLP is acting as legal counsel for the shareholders of Serra Verde.

About USA Rare Earth

USA Rare Earth, Inc. (Nasdaq: USAR) is building a fully integrated rare earth and permanent magnet value chain across the United States, Brazil and the United Kingdom. Through its ownership of Less Common Metals (LCM), one of the world's leading producers of rare earth metals and alloys, its development of magnet manufacturing capacity in Stillwater, Oklahoma, the Pela Ema mine in Brazil and the Round Top deposit in Texas, USA Rare Earth operates across the entire value chain from mining to metal-making, alloy production and neodymium magnet manufacturing. USA Rare Earth is establishing a secure, Western-aligned supply of materials essential to the aerospace and defense, semiconductor, energy, data center, physical AI, mobility, healthcare and industrial sectors.

For more information, visit www.usare.com.

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