Net Loss per Share (Tables)

6 Months Ended

Jun. 30, 2026

Schedule of Loss Per Share Attributable to Holders of Common Stock

The following table presents the computation of the numerator and denominator used in the calculation of net loss per share attributable to holders of the Company’s common stock. For the three and six months ended June 30, 2026 and 2025, all potentially dilutive securities were excluded from diluted earnings per share as the Company reported a net loss for the period.


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
	(In thousands, except for per share amounts)
Numerator
Net loss attributable to USA Rare Earth, Inc.	$	(10,333)	$	(142,506)	$	(77,322)	$	(90,674)



Declared and deemed dividends, and interest accretion	(733)		—		(1,442)		—




Undistributed net loss attributable to USA Rare Earth, Inc.	$	(11,066)	$	(142,506)	$	(78,764)	$	(90,674)


Denominator




Weighted-average shares outstanding - basic and diluted	230,081		92,769		213,347		91,598














Net loss per share attributable to USA Rare Earth, Inc.
Basic and diluted	$	(0.05)	$	(1.54)	$	(0.37)	$	(0.99)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

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


	Three Months Ended June 30,		Six Months Ended June 30,
	2026	2025	2026	2025
	(Shares in thousands)
12% Series A Cumulative Convertible Preferred Stock (1)	2,443	6,595	2,443	6,595
Series A Warrants	2,437	6,130	2,437	6,130
Earnout Shares (2)	—	10,100	—	10,100
Investor Warrants (3)	—	18,369	—	18,369


Incentive Units	—	10,714	—	10,714

Government Grant Warrants	17,601	—	17,601	—




Total	22,481	51,908	22,481	51,908

(1)Represents the amount of potential common shares, if converted at each reported date.

(2)Represents contingently issuable shares outstanding at each reported date.

(3)Investor warrants outstanding as of June 30, 2025 were fully exercised during 2025 and are therefore excluded from the June 30, 2026 table.