USA Rare Earth, Inc. (USAR)

Price$17.57Cached quoteAs of 2026-09-08 13:56 UTC

AI: Fair-priced

Price checkThe shares look fairly priced because strong funding offsets unproven profits and heavy dilution.

At the observed market price, the 244.7 million second-quarter shares imply roughly $4.4 billion of equity value and about $2.8 billion of enterprise value after $1.53 billion of cash and minimal debt. Shareholders approved another 126.85 million shares for Serra Verde, which would lift equity value to about $6.6 billion if the price held. Management targets $550-$650 million of end-2027 EBITDA, a rough operating-profit measure before interest, tax, depreciation and amortization. That potential offsets substantial execution uncertainty, making the valuation balanced rather than clearly cheap or expensive.

Big pictureUSAR is still spending heavily, while its future value rests on projects not yet mature.

The current business is not yet producing durable earnings. Second-quarter revenue was $5.8 million, but gross profit was negative $1.6 million and operating loss was $46.3 million. During the first half, operating cash flow was negative $75.3 million and capital spending was about $108.4 million. That means free cash flow, cash left after running and investing in the business, was roughly negative $183.7 million. The valuation therefore depends far more on future mine, processing and magnet output than on today's earnings.

Business strengthA huge cash balance lowers near-term funding risk, but operations still consume cash quickly.

June cash was $1.53 billion against only about $3.2 million of debt, while current assets of $1.67 billion greatly exceeded $51 million of current liabilities. That provides real downside protection and funding capacity. However, most liquidity came from financing rather than operations: a January private placement raised $1.5 billion by issuing 69.8 million shares, and common shares outstanding rose from 60.1 million at year-end 2024 to 244.7 million by June 2026. Serra Verde also requires $300 million cash at closing, so the balance sheet is strong but not free capital.

What could change the storySerra Verde could transform earnings, but its promised cash flow must arrive without further costly dilution.

The strongest bull case is Serra Verde: management expects $550-$650 million of annualized EBITDA by end-2027 and about $1.8 billion for the combined company by end-2030. Its 15-year purchase agreement for all Phase 1 magnetic rare-earth output includes take-or-pay terms and price floors, reducing exposure to commodity-price swings. The strongest bear case is execution: the deal adds 126.85 million shares, current operations lose cash, and the forecasts remain unproven. A timely closing, production ramp and positive cash generation would strengthen the thesis; delays or more equity issuance would weaken it.

AI: News

Serra Verde financing completedSerra Verde financing strengthens demand support and reduces price risk for the acquisition's most important output.

On August 24, the Serra Verde purchase vehicle completed a $1.55 billion capitalization package. The U.S. Department of War committed $750 million, a major bank committed up to $500 million of senior debt, and the government agreed to buy at least $300 million of rare-earth products over five years. The structure supports purchases of all Phase 1 output and includes take-or-pay terms and price floors. Shares fell about 5% that day and rose about 6% the next session, but timing alone does not prove the announcement caused either move.

Merger share issuance approvedShareholders approved the Serra Verde share issuance, clearing a major closing condition but confirming substantial dilution.

At the August 28 special meeting, shareholders approved issuing 126,849,307 shares for the Serra Verde merger. About 108.2 million votes supported the proposal, versus 1.4 million against and 16.9 million abstentions. Relative to 244.7 million common shares outstanding at June 30, the approved issuance is roughly a 52% increase before considering other potential securities. The stock fell about 6.6% on August 28, although the vote's timing alone is not enough to claim it caused the decline.

Second-quarter resultsSecond-quarter results showed early revenue but continued losses, high spending, and a very large cash reserve.

On August 10, USAR reported $5.8 million of second-quarter revenue, a $1.6 million gross loss and a $46.3 million operating loss. Cash stood at about $1.53 billion at quarter-end, but the quarter also used $56.9 million of operating cash and $69.7 million for capital expenditures. These figures show a company moving from development toward production, yet still far from self-funding. The cash reserve gives management time, while the negative gross margin and spending rate keep execution risk high.

Commerce funding finalizedFederal funding agreements dramatically expanded project financing while giving the government shares and warrants.

On June 3, USA Rare Earth finalized Commerce Department agreements providing access to up to $277 million of federal funding and up to $1.3 billion of senior secured loan capacity, with disbursements tied to project milestones. As conditions to the package, the company issued 16.1 million common shares and a warrant covering 17.6 million more. The funding can materially reduce the amount USAR must finance alone for Round Top, processing and magnet expansion, but it also adds dilution and depends on meeting specified milestones.

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Revenue

2022

2023

2024

2025

Net income

2022

2023

2024

2025

Free cash flow

2022

2023

2024

2025

Total cash / debt

CashTotal debt

2022

2023

2024

2025

Financial statements

	2025	2024	2023	2022
Revenue	$1.6M	$0	$0	$0
Gross profit	$195,000	$0	−$308,000	−$210,000
Gross margin	11.87%	—	—	—
Research & development	$15.9M	$6.3M	$1.6M	$271,000
Operating expenses	$59.7M	$15.6M	$985,212	$24.1M
Operating income	−$59.5M	−$15.6M	−$985,212	−$24.3M
Operating margin	−3,621.61%	—	—	—
EBITDA	−$58.7M	−$15.3M	−$24.1M	−$23.6M
EBITDA margin	−3,575.17%	—	—	—
Net income	−$297.6M	−$15.7M	$6.7M	−$23.8M
Net profit margin	−18,110.71%	—	—	—
Basic EPSper basic share	-$3.31	-$0.40	-$0.12	-$0.40
Diluted EPSper diluted share	-$3.31	-$0.40	-$0.12	-$0.40

Review official source filings ↗

Owners

Reported shareholders

Reference date Jun 30, 2026

≈6.37%of listed shares

Gutnick Mordechai Zev15.58M shares · May 20, 2026

View holders

Top 20 reported holders of USAR
Holder	% owned
Gutnick Mordechai Zev	≈6.37%15.58M shares
BlackRock, Inc.	6.36%15.56M shares
Smith Tready	≈6.35%15.53M shares
Critical Minerals Trust	≈5.59%13.67M shares
STATE STREET CORP	5.53%13.52M shares
Alyeska Investment Group, L.P.	4.61%11.29M shares
UBS Group AG	3.64%8.91M shares
PRICE T ROWE ASSOCIATES INC /MD/	3.64%8.91M shares
VANGUARD CAPITAL MANAGEMENT LLC	3.37%8.24M shares
VANGUARD PORTFOLIO MANAGEMENT LLC	2.25%5.5M shares
GEODE CAPITAL MANAGEMENT, LLC	1.99%4.86M shares
Bayshore Capital Advisors, LLC	1.81%4.44M shares
BLITZER MICHAEL	≈1.64%4M shares
RENAISSANCE TECHNOLOGIES LLC	1.61%3.95M shares
Hood River Capital Management LLC	1.51%3.69M shares
Marex Group Ltd	0.88%2.14M shares
REAVES W H & CO INC	0.82%2M shares
JPMORGAN CHASE & CO	0.81%1.98M shares
CITADEL ADVISORS LLC	0.72%1.75M shares
NORTHERN TRUST CORP	0.65%1.59M shares

Percentages use 244.67M shares of this listed class outstanding on Jun 30, 2026. ≈ compares the latest reported holding with a share total from a different date; it is not a confirmed current stake.

Gray completes the 100% scale. Reported positions may overlap; holders have different reporting dates.

Source: SEC Form 4 ↗Updated Sep 29, 2026 · Quarterly data

Insider buys & sells

Jul 1, 2024–Jun 30, 2026

Buys2$2.17M disclosed value

Sells (SEC code S)5$72.59M disclosed value

Transaction	Insider	Type	Shares	Price	Value	Owned after
Jun 8, 2026Form 4	Trabuco CarolynDirector	SellCommon Stock, par value $0.0001 per share	13.0K	$22.77	$296.0K	18.8K
Jan 29, 2026Form 4	Trabuco CarolynDirector	BuyCommon Stock, par value $0.0001 per share	1.3K	$22.60	$29.4K	1.3K
Jan 29, 2026Form 4	BLITZER MICHAELDirector	BuyCommon Stock, par value $0.0001 per share	100.0K	$21.44	$2.14M	847.5K
Aug 14, 2025Form 4	BLITZER MICHAEL +1Director,TenPercentOwner	SellWarrants to purchase Common Stock · derivative	3.81M	$5.70	$21.74M	0
Aug 13, 2025Form 4	BLITZER MICHAEL +1Director,TenPercentOwner	SellCommon Stock, par value $0.0001 per share · indirect	2.09M	$15.75	$32.95M	0

Review ownership filings at SEC.gov ↗

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USA Rare Earth, Inc. (USAR)

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