Subsequent Events |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | 14. Subsequent Events SEM Option On July 31, 2026, FRE US and FRE Australia, subsidiaries of the Company, entered into a Third Amendment to the Option and Project Evaluation Agreement (the "Third Amendment") with SEM and its members. The Third Amendment modifies the original agreement dated December 11, 2020. Under the Third Amendment, the option target was modified from acquiring 100% of the ownership interests of SEM to granting FRE US the option to acquire and assume the Weyerhaeuser Mining Lease between Weyerhaeuser Company and SEM, dated October 1, 2020. FRE US exercised the option on July 31, 2026, the consideration payable at closing will consist of $375 in cash and $2,000 in shares of the Company's common stock. The common stock will be issued in a private placement exempt from registration under the Securities Act of 1933, as amended. The Third Amendment also provides SEM with certain piggyback registration rights if the Company proposes filing a Form S-1 within three months following the closing date. The Company is obligated to cooperate with SEM to remove restrictive legends from the issued stock in reliance on Rule 144 following the six-month anniversary of the issuance. The closing of the assignment is subject to customary conditions, including SEM obtaining all required approvals from Weyerhaeuser Company. Adoption of Executive Severance Plan On August 7, 2026, the Board approved the adoption of the Company's Executive Severance Plan (the "2026 Severance Plan"), which replaces and supersedes the Company's prior executive severance plan dated August 25, 2025. The 2026 Severance Plan applies to certain executive officers and provides severance benefits upon qualifying terminations of employment, including enhanced severance benefits following a change in control. Adoption of Short-Term Incentive Plan On August 7, 2026, the Board also approved the Company's 2026 Short-Term Incentive Plan (the "2026 STIP"), pursuant to which awards for 2026 will be based on achievement of corporate strategic objectives, as determined by the Compensation Committee. Performance-Based Equity Plan In addition, on August 7, 2026, the Board approved an equity grant pool of 420,000 performance stock units ("PSUs") and authorized grants under the Rare Earths Americas, Inc. 2026 Equity Incentive Plan. The PSUs have a grant date of August 12, 2026, are subject to a three-year performance period, and vest based on the achievement of specified stock price performance targets. |