Mezzanine and Stockholders’ Equity (Tables)

12 Months Ended

Dec. 31, 2025

Schedule of Total Number of Shares Outstanding and Authority to Issue

The total number of Common Stock and Preferred Stock shares outstanding as of December 31, 2025 and the total number of shares of all classes of stock that USARE has authority to issue is follows:


Class of Stock	Authorized	Par Value	Outstanding
	(In thousands, except par value)
Common stock	750,000	$0.0001	148,055
Preferred stock
12% Series A Cumulative Convertible Preferred Stock (1) (2)	15,000	$0.0001	1,224
Undesignated preferred stock	35,000	$0.0001	—
Total preferred stock	50,000	$0.0001	1,224

Total authorized	800,000

(1)The Company designated 15.0 million shares as 12% Series A Cumulative Convertible Preferred Stock of which 5.23 million shares were issued as of December 31, 2025.

(2)The liquidation value was $8.9 million and $21.2 million on December 31, 2025 and 2024, respectively.

Under the PIPE financing agreements, the Company issued the following shares of Common Stock, Common Stock warrants, and Prefunded warrants.

Security Issuance Date

Common Stock Shares and Warrants Issued

Exercise Price

(In thousands, except for exercise price)

Common Stock shares

5/2/2025

8,550

Common Stock warrants (1)

5/2/2025

10,714

$7.00

Prefunded warrants (1)

5/2/2025

2,164

$0.0001

Common Stock shares

9/29/2025

8,333

(1)As of December 31, 2025, all warrants were exercised.

Schedule of Warrants to Acquire Common stock

The following table presents the number of potential shares of Common Stock that outstanding warrant holders may acquire.


	Balance Sheet Classification	Initial Common Stock Shares Issuable Upon Exercise	Exercise Price	Potential Common Stock Shares Issuable Upon Exercise at December 31, 2025 (1)

		(In thousands, except for exercise price)
Investor Public Warrants (1)	Equity	12,500	$11.50	—
Investor Private Warrants (1)	Equity	6,000	$11.50	—

Series A Warrants (2)	Liability	5,279	$7.00	2,446

(1)During 2025, all of the Company’s outstanding warrants were either exercised by the holders or converted under the terms of the related warrant agreement.

(2)On March 13, 2025, the Company granted Series A Warrants to acquire approximately 23.78 million shares of Common Stock. On May 2, 2025, the exercise price of the outstanding Series A warrants was reduced from $12.00 to $7.00 due to the $75M PIPE (as defined below). The number of shares of Common Stock issuable related to the outstanding Series A warrants at May 2, 2025 was increased to 9.05 million shares.

Schedule of Activity Related to USARE LLC Warrants

The activity related to the USARE LLC Class A Purchase Warrants to acquire USARE LLC Class A common units as of January 1, 2025, and changes during the year ended December 31, 2025 are summarized as follows:


	Units	Weighted Average Exercise Price	Intrinsic Value
	(In thousands, except for exercise price)
Outstanding as of January 1, 2025	3,000	$12.00	$	—
Issuance of warrants - additional Class A Preferred	2,279
Conversion to Series A Preferred Investor Warrant	(5,279)
Outstanding as of December 31, 2025	—

The activity related to the USARE LLC warrants to acquire USARE LLC Class B common units as of January 1, 2025, and changes during the year ended December 31, 2025 are summarized as follows:


	Units	Weighted Average Exercise Price	Intrinsic Value
	(In thousands, except for exercise price)
Outstanding as of January 1, 2025	8,315	$0.24	$	16,000
Cashless exercise to Class B Common Units	(8,315)
Outstanding as of December 31, 2025	—

The activity related to the USARE LLC warrants to acquire USARE LLC Class C convertible preferred units as of January 1, 2025, and changes during the year ended December 31, 2025 are summarized as follows:


	Units	Weighted Average Exercise Price	Intrinsic Value
	(In thousands, except for exercise price)
Outstanding as of January 1, 2025	1,949	$1.06	$	1,956
Dividends	19	1.73
Cashless exercise to Class B Common Units	(1,968)
Outstanding as of December 31, 2025	—

Schedule of Conversion of Common Stock

Upon closing of the Merger transaction, the following USARE LLC warrants to acquire Class B Common Units and Class C Convertible Preferred Units of USARE LLC were converted into shares of the Company’s Common Stock using the treasury method of accounting on a cashless exercise basis and an exchange conversion ratio of approximately 0.204 shares of USAR Common Stock for each Class B Common Unit and Class C Convertible Preferred Unit of USARE LLC.


			Shares
			(In thousands)
USARE LLC Class B Common Units			1,521
USARE LLC Class C Convertible Preferred Units			379
Total USAR Common Stock issued			1,900