{"filing":{"accession_number":"0001213900-26-080645","cik":"0001970622","ticker":"USAR","company_name":"USA Rare Earth, Inc.","form":"8-K","filing_date":"2026-07-23","report_date":null,"primary_document":"ea0299001-8k_usarare.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1970622/000121390026080645/ea0299001-8k_usarare.htm"},"events":[{"id":19878,"run_id":17890,"accession_number":"0001213900-26-080645","anchor_item_number":"8.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"summary":"USA Rare Earth entered into definitive agreements on July 22, 2026, to acquire a strategic minority stake of approximately 13.6% in Carester SAS, a French rare earth processing and separation company, investing EUR 22.5 million in cash and in-kind common stock contributions. The transaction strengthens USAR's European rare earth platform and provides access to Carester's oxide output and engineering capabilities.","company_name":"USA Rare Earth, Inc.","ticker":"USAR","filing_date":"2026-07-23","form":"8-K","submitted_at":null,"items":[{"id":19092,"accession_number":"0001213900-26-080645","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"USA Rare Earth has entered into definitive agreements to acquire strategic minority stakes of approximately 13.6% each in Carester SAS, a French rare earth processing company. While the Item 3.02 caption references \"Unregistered Sales of Equity Securities,\" the substance of the disclosure centers on USA Rare Earth's acquisition of a significant equity stake in Carester alongside InfraVia, which constitutes a material acquisition activity. The press release emphasizes this as a \"strategic investment\" that \"formalizes the strategic investment and commercial framework\" and strengthens USA Rare Earth's European platform. This is a material M\u0026A transaction rather than a simple equity issuance by USA Rare Earth itself.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-23T12:33:44.280492+00:00","company_name":"","ticker":null,"filing_date":""},{"id":19093,"accession_number":"0001213900-26-080645","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"USA Rare Earth announced entry into definitive agreements to acquire strategic minority stakes of approximately 13.6% each in Carester SAS, a French rare earth processing and separation company. The press release explicitly states the company \"has entered into definitive agreements to acquire strategic minority stakes\" and describes this as a material strategic investment that strengthens USAR's European rare earth platform and provides access to Carester's oxide output and engineering capabilities. This constitutes a material acquisition activity under Item 1.01/2.01 of Form 8-K.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-23T12:33:44.280492+00:00","company_name":"","ticker":null,"filing_date":""},{"id":19094,"accession_number":"0001213900-26-080645","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"USA Rare Earth entered into a definitive Share Purchase and Investment Agreement on July 22, 2026, to acquire a minority stake (approximately 13.6%) in Carester SAS, a French rare earth processing and separation company. The transaction involves USAR investing EUR 22.5 million in cash and in-kind contributions of USAR common stock, alongside a secondary acquisition of ordinary shares from the founder and a Rhodia exit transaction. This constitutes a material acquisition/investment activity that would affect investor assessment of the company's strategic positioning and capital deployment, particularly given the stated strategic importance to USAR's European rare earth platform and supply chain access.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-23T12:33:44.280492+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":19092,"accession_number":"0001213900-26-080645","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"USA Rare Earth has entered into definitive agreements to acquire strategic minority stakes of approximately 13.6% each in Carester SAS, a French rare earth processing company. While the Item 3.02 caption references \"Unregistered Sales of Equity Securities,\" the substance of the disclosure centers on USA Rare Earth's acquisition of a significant equity stake in Carester alongside InfraVia, which constitutes a material acquisition activity. The press release emphasizes this as a \"strategic investment\" that \"formalizes the strategic investment and commercial framework\" and strengthens USA Rare Earth's European platform. This is a material M\u0026A transaction rather than a simple equity issuance by USA Rare Earth itself.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-23T12:33:44.280492+00:00","company_name":"USA Rare Earth, Inc.","ticker":"USAR","filing_date":"2026-07-23"},{"id":19093,"accession_number":"0001213900-26-080645","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"USA Rare Earth announced entry into definitive agreements to acquire strategic minority stakes of approximately 13.6% each in Carester SAS, a French rare earth processing and separation company. The press release explicitly states the company \"has entered into definitive agreements to acquire strategic minority stakes\" and describes this as a material strategic investment that strengthens USAR's European rare earth platform and provides access to Carester's oxide output and engineering capabilities. This constitutes a material acquisition activity under Item 1.01/2.01 of Form 8-K.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-23T12:33:44.280492+00:00","company_name":"USA Rare Earth, Inc.","ticker":"USAR","filing_date":"2026-07-23"},{"id":19094,"accession_number":"0001213900-26-080645","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"USA Rare Earth entered into a definitive Share Purchase and Investment Agreement on July 22, 2026, to acquire a minority stake (approximately 13.6%) in Carester SAS, a French rare earth processing and separation company. The transaction involves USAR investing EUR 22.5 million in cash and in-kind contributions of USAR common stock, alongside a secondary acquisition of ordinary shares from the founder and a Rhodia exit transaction. This constitutes a material acquisition/investment activity that would affect investor assessment of the company's strategic positioning and capital deployment, particularly given the stated strategic importance to USAR's European rare earth platform and supply chain access.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-23T12:33:44.280492+00:00","company_name":"USA Rare Earth, Inc.","ticker":"USAR","filing_date":"2026-07-23"}]}