USA Rare Earth (USAR) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 3, 2026, to elect six directors and ratify the appointment of BDO USA, P.C. as the independent auditor for 2026.

• Only holders of Common Stock and Series A Preferred Stock as of April 8, 2026, may vote, with Series A Preferred Stock voting on an as-converted basis.

• The Board size will be reduced to six, with two directors not standing for re-election; two new directors will be added upon closing of a pending acquisition expected in Q3 2026.

• Proxy materials are available online, and voting can be done via internet, phone, or mail.

Voting matters and shareholder proposals

• Shareholders will vote on electing six director nominees and ratifying BDO USA, P.C. as auditor.

• Proposals require a plurality (directors) or majority (auditor ratification) of votes cast.

• No other business is expected, but proxies may vote on additional matters if they arise.

• Shareholder proposals for the 2027 meeting must be submitted by December 21, 2026.

Board of directors and corporate governance

• The Board has Audit, Compensation, and Nominating & Corporate Governance Committees, all with independent members.

• Board policy separates Chairman and CEO roles; currently, Michael Blitzer is Chairman and Barbara Humpton is CEO.

• Corporate Governance Guidelines and a Code of Business Conduct and Ethics are in place.

• Directors are encouraged to attend annual meetings and executive sessions are held regularly.