Asset Transaction (Form 8-K)

Item 2.01 Completion of Acquisition or Disposition of Assets

As previously disclosed, on March 4, 2026, USA Rare Earth, Inc. ("USAR") entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") by and among USAR, Texas Mineral Resources Corp., a Delaware corporation ("TMRC"), Hamer Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of USAR ("First Merger Sub"), and Hamer Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of USAR ("Second Merger Sub" and together with First Merger Sub, the "Merger Subs"), providing for the merger of First Merger Sub with and into TMRC, with TMRC surviving as a wholly owned subsidiary of USAR (the "First Merger"), followed promptly by the merger of Second Merger Sub with and into the surviving corporation of the First Merger, with Second Merger Sub surviving as a wholly owned subsidiary of USAR (the "Second Merger" and together with the First Merger, the "Mergers"). On August 7, 2026, USAR completed the Mergers pursuant to the Merger Agreement.

Pursuant to the Merger Agreement, at the effective time of the First Merger, each share of common stock, par value $0.01 per share, of TMRC issued and outstanding immediately prior to such time ([excluding shares as to which dissenters' rights were properly exercised] and shares owned by USAR, TMRC or their respective wholly owned subsidiaries) was converted into the right to receive that portion of a validly issued, fully paid and nonassessable share of common stock, par value $0.0001 per share, of USAR ("USAR Common Stock") equal to the quotient obtained by dividing (a) 3,823,328 by (b) the aggregate number of shares of TMRC common stock outstanding on a fully diluted basis at the effective time, resulting in a final exchange ratio of 0.043279843 of a share of USAR Common Stock for each share of TMRC common stock (based on 88,339,693 shares of TMRC common stock outstanding on a fully diluted basis at the effective time). Holders of TMRC common stock otherwise entitled to a fractional share of USAR Common Stock became entitled to receive cash in lieu of such fractional share.

The issuance of shares of USAR Common Stock to the former stockholders of TMRC was registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a registration statement on Form S-4 (File No. 333-295838), as amended, filed by USAR with the Securities and Exchange Commission (the "SEC") and declared effective on June 29, 2026. The proxy statement/prospectus included in the Registration Statement contains additional information about the Mergers, the Merger Agreement and the transactions contemplated thereby.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was previously filed as Exhibit 2.1 to USAR's Current Report on Form 8-K filed with the SEC on March 5, 2026, and is incorporated herein by reference.