USA Rare Earth Completes $1.5 Billion PIPE Financing to Fuel Expansion

USA Rare Earth, Inc. (Nasdaq: USAR) today confirmed the successful closing of a previously announced Private Investment in Public Equity (PIPE) financing, a major financial milestone for the company as it accelerates development of its domestic rare earth supply chain.

Financing Overview and Investors

On January 29, 2026, USA Rare Earth officially closed its PIPE financing, securing approximately $1.5 billion in gross proceeds. This significant capital raise was anchored by Inflection Point, with participation from a wide range of foundational and strategic investors. The financing involved the issuance of approximately 69.8 million shares of common stock at a price of $21.50 per share.

The company intends to deploy the net proceeds from the PIPE toward advancing its integrated “mine-to-magnet” strategy — including activities spanning mining operations, processing, metal production, and permanent magnet manufacturing — as well as supplementing working capital and other general corporate needs.

Strategic Significance of the PIPE Transaction

The successful closing of this PIPE financing marks an important phase in USA Rare Earth’s long-term growth plan. The capital will support accelerating construction and scaling of the Round Top mine in Texas and the magnet manufacturing facility in Stillwater, Oklahoma — central pieces of the company’s goal to establish a fully domestic rare earth value chain that reduces dependence on imports, particularly from China.

Leading financial services firms helped guide the transaction. Cantor Fitzgerald & Co. served as the lead placement agent, with Moelis & Company acting as co-placement agent. Legal advisory responsibilities were handled by respected law firms: White & Case LLP advised USA Rare Earth, and DLA Piper LLP provided counsel to the placement agents.

Context: Broader Investment and U.S. Government Partnership

This PIPE closing comes amid broader financing efforts for USA Rare Earth, including a proposed $1.6 billion package involving potential federal support from the U.S. Department of Commerce under the CHIPS Program. That planned government support — composed of roughly $1.3 billion in a senior secured loan and $277 million in federal funding — is designed to further accelerate domestic production of critical minerals.

The combined financing — private and public — is expected to strengthen USA Rare Earth’s financial position as it advances toward commercial production. By aligning both private investors and federal programs behind the mine-to-magnet strategy, the company is positioning itself as a key player in the reshaping of America’s rare earth industry.

Regulatory and Securities Considerations

The PIPE transaction’s securities have not been registered under the Securities Act of 1933 or applicable state securities laws. As such, they may not be offered or sold in the United States without registration or a valid exemption from registration requirements. This standard regulatory language reflects compliance with federal securities law governing private placements.

About USA Rare Earth

USA Rare Earth, Inc. is an American publicly traded mining and manufacturing company focused on establishing a fully integrated rare earth supply chain based in the United States, United Kingdom, and Europe. The company’s operations span from heavy rare earth processing and metal-making to alloy production and permanent magnet manufacturing. USAR aims to strengthen domestic capabilities for critical minerals essential in technologies ranging from defense systems to clean energy and advanced electronics.

Headquartered in Stillwater, Oklahoma, USA Rare Earth is building out capabilities to reduce reliance on foreign sources of rare earth elements, which are vital to everything from electric vehicles and semiconductors to renewable energy infrastructure.

Implications for Industry and Markets

The closing of this PIPE financing represents a major vote of confidence from institutional and strategic investors in the company’s long-term vision and the broader future of U.S. critical mineral production. With both private and government capital backing its initiatives, USA Rare Earth is poised to play a significant role in reshaping the domestic rare earth ecosystem, improving supply chain security, and supporting national strategic priorities in manufacturing and defense.

Looking Ahead

As USA Rare Earth moves forward with its mine-to-magnet build-out, financial markets and industry observers will closely monitor operational milestones, regulatory developments, and the company’s ability to translate this substantial capital into tangible progress on the ground. The integration of private financing with public support could serve as a model for future investment in critical mineral sectors.

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