v3.26.1
Variable Interest Entity
6 Months Ended
Jun. 30, 2026
Variable Interest Entity, Measure of Activity [Abstract]  
Variable Interest Entity Variable Interest Entity
Round Top Mountain Development

Round Top Mountain Development, LLC (“RTMD”) is a variable interest entity (“VIE””), has mining rights at Round Top Mountain in the State of Texas, and is developing processing technology to process the rare earth minerals to be mined at Round Top Mountain.
On May 17, 2021, the Company completed the acquisition of 80% of the equity interests of RTMD, pursuant to a contribution agreement among the Company, Texas Mineral Resources Corp. (“TMRC”), and RTMD, whereby TMRC and the Company contributed their respective rights and interests in Round Top Mountain to RTMD in exchange for equity ownership. Concurrently, the Company, TMRC, and RTMD entered into a limited liability company agreement of RTMD which documented the governance of RTMD. This acquisition resulted in the consolidation of RTMD and the recognition of a noncontrolling interest representing TMRC’s equity interest.
On August 7, 2026, the Company closed the acquisition of TMRC, to which the Company acquired 100% of the outstanding shares of TMRC. The transaction is valued at approximately $73.9 million based on the closing price of the Company’s common stock on the August 7, 2026. The aggregate merger consideration consists of approximately 3.8 million shares of the Company’s common stock, with cash paid in lieu of fractional shares.
Subsequent to the closing, the Company will be the sole operator and 100% economic beneficiary of the “Round Top Project,” which consists of our operations and rights related to Round Top Mountain and the Round Top Mountain heavy rare earth element (“HREE”) metals deposit (the “Round Top Deposit”). The transaction is intended to secure full ownership control of the project, and streamline operations, governance and decision-making.
Under the amended and restated limited liability company agreement of RTMD, prior to the above forementioned acquisition of TMRC, in the event that TMRC does not fund its share of mandatory capital contributions called for by the Company as the manager of RTMD, the Company is obligated to cover the shortfall by making additional capital contributions to RTMD (or in the event that the Company does not fund, the capital call will be withdrawn). If the Company does fund the capital contribution, additional equity interests in RTMD will be issued to the Company and TMRC will be proportionally diluted in accordance with the terms of the amended and restated limited liability company agreement. TMRC’s failure to fund its share of mandatory capital contributions called under the agreement during the six months ended June 30, 2026 has caused the Company’s ownership interest in RTMD to be increased by 40 basis points.
The following table presents the ownership percentages of the Company and TMRC and the changes in ownership percentages as of the dates indicated.
June 30,
2026
December 31,
2025
Ownership Change
(Basis points)
USA Rare Earth, Inc.81.7%81.3%40
Texas Mineral Resources Corp.18.3%18.7%(40)
The following table presents the assets and liabilities of RTMD that are included in the Company’s Condensed Consolidated Balance Sheets as of the dates indicated.
June 30,
2026
December 31,
2025
(In thousands)
ASSETS
Cash and cash equivalents$— $38 
Prepaid expenses100 106 
Operating lease right-of-use assets418 321 
Mineral interests17,339 17,339 
Property, plant and equipment, net698 201 
Equipment deposits63 — 
Other assets, non-current28 27 
Total assets$18,646 $18,032 
LIABILITIES
Accounts payable$1,068 $61 
Accrued liabilities2,514 469 
Finance leases, current233 137 
Finance leases, non-current188 185 
Total liabilities$4,003 $852 

RTMD did not record depletion expense for the mineral interests for the three and six months ended June 30, 2026 and 2025.

RTMD’s creditors have no recourse against the Company for the RTMD consolidated liabilities included within the Company’s Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025.

The assets of the consolidated VIE can only be used to settle the obligations of the consolidated VIE and not the obligations of the Company.