v3.26.1
Equity-Based Compensation (Tables)
 12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Schedule of Fair Value of Measurement Inputs
The following table summarizes the significant inputs to value the derivative liability.
February 26,
2025 (1)
December 31,
2024
Class C-1 unit price n/a $1.47
Class A common unit price$2.16 n/a
Expected volatility
55.0% - 59.1%
55.0% - 59.1%
Risk-free rate
4.20% - 4.34%
4.20% - 4.34%
Credit risk spread0.290.29
Remaining term (in years)
0.2 - 0.57
0.2 - 0.57
(1)The Hatch Note was settled on February 26, 2025, and therefore, no further remeasurement was performed after the settlement date.
The following table summarizes the significant inputs to value the Earnout Shares liability.
December 31,
2025
Share price$11.90
Expected volatility70.1%
Risk-free interest rate3.70%
Remaining term (in years)5.2
The following table summarizes the significant inputs to value the Series A Investor Warrants liability.
December 31,
2025
Share price$11.90
Exercise price (1)
$7.00
Expected volatility67.3%
Risk-free rate3.6%
Dividend yield—%
Put term (in years)4.2
(1)On May 2, 2025, the exercise price of this warrant was reset from $12.00 to $7.00.
The following table summarizes the significant inputs to value the Common Stock warrants liability at issuance. Upon exercise, the Company recognized the fair value based upon the intrinsic value at the time of exercise.
May 2,
2025
Share price$10.31
Exercise price$7.00
Expected volatility140.0%
Risk-free rate4.2%
Dividend yield—%
Put term (in years)
5.4
The assumptions used in determining the fair value of incentive units are as follows. The Company did not grant any incentive units in fiscal year 2025.
Year Ended December 31, 2024
Expected volatility67.1%
Expected dividends—
Risk-free interest rate
4.2% - 4.3%
Remaining term (in years)
1 - 5 Years
Schedule of Compensation Expense
The following table presents the stock-based compensation expense.
Year Ended December 31,
Incentive Plan20252024
(In thousands)
Restricted stock units (1)
2024 Incentive Plan$7,677 $— 
Performance restricted stock units
2024 Incentive Plan21 — 
Incentive units
Legacy Incentive Plan241 1,963 
Class A units (2)
Legacy Incentive Plan841 (225)
Total$8,780 $1,738 
(1)The Company recognized $1.6 million during the year ended December 31, 2025 related to the modification of an equity award of the Company’s former Chief Executive Officer (“CEO”).
(2)In the year ended December 31, 2024, USARE LLC recorded equity-based compensation for issuance of its Class A Units to certain consultants pursuant to existing bonus agreements. In the year ended December 31, 2024, USARE LLC recorded the forfeiture of equity-based compensation of the Company’s former CEO.
Schedule of RSU Activity The following table presents RSU activity under the 2024 Incentive Plan.
Number of SharesWeighted Average Grant Date Fair Value
(In thousands)(Per share)
Balance, December 31, 2024— $— 
Awarded2,316 16.75 
Forfeited(182)16.99 
Balance, December 31, 20252,134 16.72 

There were no RSU activities prior to and during the year ended December 31, 2024.
The following table presents PRSU activity under the 2024 Incentive Plan.
Number of SharesWeighted Average Grant Date Fair Value
(In thousands)(Per share)
Balance, December 31, 2024— $— 
Awarded36 12.59 
Balance, December 31, 202536 12.59 

There were no PRSU activities prior to and during the year ended December 31, 2024.
Schedule of Activity Related to Incentive Units The following table presents stock unit activity under the 2024 Incentive Plan.
Number of Shares
Weighted Average Distribution Threshold (1)
Intrinsic Value (2)
(In thousands, except for weight average distribution threshold)
Balance, December 31, 202342,271 $1.04 $7,753 
Grants1,168 1.21 
Forfeited(4,254)1.62 
Balance, December 31, 202439,185 0.97 46,152 
Conversion to USARE LLC Class A units(39,185)0.97 
Balance, December 31, 2025— — — 
(1)The distribution threshold amount refers to the value that would need to be exceeded before the holder would receive any consideration upon a liquidation event.
(2)The intrinsic value is calculated based upon the fair value of the incentive units as of the reported date.
Schedule Of Unamortized Compensation Cost And Weighted Average Service Period The following table presents the unamortized compensation costs and weighted average service period as of December 31, 2025.
Unamortized Compensation CostsWeighted Average Service Period
(In thousands)(In years)
Restricted stock units$27,582 1.28
Performance stock units429 
Total unamortized compensation costs$28,011