The following table sets forth the computation of the numerator and denominator for net loss per share attributable to holders of Common Stock.


	Year Ended December 31,
		2025		2024
		(In thousands, except for per share amounts)
Numerator
Net loss attributable to USA Rare Earth, Inc.		$	(297,559)	$	(15,735)



Declared and deemed dividends, and interest accretion		(26,954)		(8,170)




Undistributed net loss attributable to USA Rare Earth, Inc.		$	(324,513)	$	(23,905)

Denominator




Weighted average shares outstanding - basic and diluted		98,021		59,538













Net loss per share attributable to USA Rare Earth, Inc.
Basic and diluted		$	(3.31)	$	(0.40)

The following table presents categories of shares that are excluded from the diluted per share computation as their effect would be anti-dilutive.


	Year Ended December 31,
		2025	2024
		(Shares in thousands)
12% Series A Cumulative Convertible Preferred Stock (1)		2,301	2,739
Series A warrants		2,446	3,000
Earnout shares		10,100	—

USARE LLC Class B Convertible warrants		—	1,699
USARE LLC Class C Convertible warrants		—	398

Incentive units		—	8,008





Total		14,847	15,844