Closes SVRE Merger for $300M cash and 126.8M shares; appoints two directors

USA Rare Earth, Inc. has officially completed its merger with SVRE Holdings Ltd. on September 3, 2026. As part of this transaction, USA Rare Earth issued $300,000,000 in cash and 126,849,307 shares of its common stock as the aggregate merger consideration. This merger was previously disclosed on April 19, 2026, when the definitive Agreement and Plan of Merger was first entered into, and subsequently amended on July 16, 2026, and again on September 3, 2026.

The merger also involved the assumption by Middlebury Merger Sub Ltd., an indirect, wholly owned subsidiary of USA Rare Earth, of SVRE's rights and obligations under a Finance Agreement with the United States International Development Finance Corporation (DFC). This agreement provides for a loan up to $565,000,000 to SVRE. The Initial Loan tranche is for up to $465,000,000 with an interest rate of Term SOFR plus 4.0%, and a term not exceeding fifteen years. The Incremental Loan tranche of up to $100,000,000 was funded prior to the merger's closing and its principal amount has been fully repaid.

In connection with the merger, USA Rare Earth appointed Thrasyvoulos Moraitis and Sir Michael Lawrence Davis to its Board of Directors. Mr. Moraitis will also assume the role of Chief Executive Officer of USA Rare Earth starting October 1, 2026, with an initial base salary of CHF 905,000 per annum. Sir Michael Lawrence Davis’s appointment is also a result of a Board Appointment Agreement with VB (Rare Earths) Limited, giving Vision Blue the right to designate a board member as long as they hold at least 5% of USA Rare Earth's common stock.

Furthermore, former SVRE shareholders and employees who received USA Rare Earth shares as part of the merger consideration have entered into lock-up agreements. Under these agreements, one-third of the shares are locked up for 90 days, another third for 180 days, and the remaining third are not subject to any lock-up restrictions.