USA Rare Earth (USAR) Proxy filing summary

Executive summary

• Announced CEO transition: Barbara Humpton to retire October 1, 2026; Thras Moraitis to become CEO following the Serra Verde merger, with interim service as President if the merger closes earlier.

• Michael Blitzer appointed Executive Chair, effective immediately, to align board and management on growth strategy and oversee strategic transactions.

• Leadership transition follows significant milestones, including a $1.6B public-private partnership and expansion of the mine-to-magnet strategy.

• Forward-looking statements highlight risks related to transaction completion, integration, operational execution, and regulatory compliance.

Voting matters and shareholder proposals

• Proxy statement to be distributed for shareholder vote on the issuance of common stock as merger consideration for the Serra Verde merger and related matters.

• SVRE shareholders approved the merger by written consent; USAR shareholders to receive proxy materials for voting.

Board of directors and corporate governance

• Board approved the CEO transition and Executive Chair appointment on July 19, 2026.

• Michael Blitzer resigned from Compensation and Nominating & Governance Committees upon becoming Executive Chair.

• Board and management alignment emphasized for strategic execution and milestone delivery.