{"filing":{"accession_number":"0001213900-26-079438","cik":"0001970622","ticker":"USAR","company_name":"USA Rare Earth, Inc.","form":"8-K","filing_date":"2026-07-20","report_date":null,"primary_document":"ea0298490-8k_usarare.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1970622/000121390026079438/ea0298490-8k_usarare.htm"},"events":[{"id":18679,"run_id":16797,"accession_number":"0001213900-26-079438","anchor_item_number":null,"event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"summary":"The filing discloses two principal executive changes: (1) Barbara Humpton's retirement as CEO effective October 1, 2026, and (2) Thrasyvoulos Moraitis's appointment as CEO on the same date, along with Michael Blitzer's appointment as Executive Chair effective immediately. While both a departure and appointment occur, the central narrative focuses on the appointment of Moraitis as the successor CEO—a highly experienced operator in rare earths with detailed compensation terms ($822,000 base salary, $5M RSU award, $1.5M inducement RSUs, $6.5M performance RSUs, and $4M make-whole award). The filing emphasizes his qualifications and role in leading the company through the Serra Verde merger integration and operational execution, making the appointment the primary disclosed event.","company_name":"USA Rare Earth, Inc.","ticker":"USAR","filing_date":"2026-07-20","form":"8-K","submitted_at":null,"items":null}],"classifications":[{"id":17559,"accession_number":"0001213900-26-079438","item_number":null,"item_title":null,"event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The filing discloses two principal executive changes: (1) Barbara Humpton's retirement as CEO effective October 1, 2026, and (2) Thrasyvoulos Moraitis's appointment as CEO on the same date, along with Michael Blitzer's appointment as Executive Chair effective immediately. While both a departure and appointment occur, the central narrative focuses on the appointment of Moraitis as the successor CEO—a highly experienced operator in rare earths with detailed compensation terms ($822,000 base salary, $5M RSU award, $1.5M inducement RSUs, $6.5M performance RSUs, and $4M make-whole award). The filing emphasizes his qualifications and role in leading the company through the Serra Verde merger integration and operational execution, making the appointment the primary disclosed event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-20T13:05:41.275227+00:00","company_name":"USA Rare Earth, Inc.","ticker":"USAR","filing_date":"2026-07-20"}]}