Form 8-K

8-K — USA Rare Earth, Inc.

Accession: 0001213900-26-079438

Filed: 2026-07-20

Period: 2026-07-19

CIK: 0001970622

SIC: 1000 (METAL MINING)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0298490-8k_usarare.htm (Primary)

EX-10.1 — RETIREMENT AGREEMENT DATED JULY 19, 2026 BY AND BETWEEN USA RARE EARTH, INC. AND BARBARA HUMPTON (ea029849001ex10-1.htm)

EX-10.2 — EXECUTIVE CHAIR AGREEMENT DATED JULY 19, 2026 BY AND BETWEEN USA RARE EARTH, INC. AND MICHAEL BLITZER (ea029849001ex10-2.htm)

EX-10.3 — AMENDED AND RESTATED LOCKUP AGREEMENT DATED JUNE 3, 2026 (ea029849001ex10-3.htm)

EX-99.1 — PRESS RELEASE DATED JULY 20, 2026, ENTITLED USA RARE EARTH ANNOUNCES LEADERSHIP TRANSITION (ea029849001ex99-1.htm)

EX-99.2 — LEADERSHIP TRANSITION EMPLOYEE NOTE DATED JULY 20, 2026, BY BARBARA HUMPTON (ea029849001ex99-2.htm)

EX-99.3 — LEADERSHIP TRANSITION EMPLOYEE NOTE DATED JULY 20, 2026, BY THRASYVOULOS MORAITIS (ea029849001ex99-3.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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2026-07-19

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 OR 15(d)

The Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): July 19, 2026

USA Rare Earth, Inc.

(Exact

Name of Registrant as Specified in its Charter)

Delaware

001-41711

98-1720278

(State

or Other Jurisdiction

Incorporation)

(Commission File Number)

(I.R.S.

Employer

Identification

No.)

100 W. Airport Road, Stillwater, OK 74075

(Address

of Principal Executive Offices) (Zip Code)

(813) 867-6155

(Registrant’s

telephone number, including area code)

Not

applicable

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, par value $0.0001

USAR

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of

Certain Officers.

Chief

Executive Officer Transition

July 19, 2026, USA Rare Earth, Inc. (“USAR” or the “Company”), announced that Barbara Humpton will retire as

Chief Executive Officer and as a director of the Company, effective on October 1, 2026 (the “Separation Date”).

connection with her retirement, Ms. Humpton entered into a retirement agreement with the Company, dated as of July 19, 2026 (the “Retirement

Agreement”). Ms. Humpton’s 219,329 restricted stock units that, pursuant to the award’s original terms, are scheduled

to vest on October 1, 2026, will vest on such date, and she will receive a pro-rated portion of her 2026 annual bonus in the amount of

$500,000 based on the level of performance achieved, in each case, subject to Ms. Humpton’s execution and non-revocation of a general

release of claims in favor of the Company, continued employment until the Separation Date and compliance with the other terms of the

Retirement Agreement. The Retirement Agreement also includes customary provisions, including non-disparagement, non-solicitation,

cooperation in certain matters, return of employer’s property and confidentiality obligations.

Ms.

Humpton’s retirement as Chief Executive Officer was not due to any disagreement with the Company or any matter relating to the

Company’s operations, policies or practices.

The

foregoing description of the Retirement Agreement is qualified in its entirety by the Retirement Agreement, a copy of which is attached

hereto as Exhibit 10.1 and is incorporated herein by reference.

July 19, 2026, the Company’s Board of Directors (the “Board”) approved appointing Thrasyvoulos Moraitis, age 63, and

current CEO of the Serra Verde Group (“Serra Verde”), as Chief Executive Officer of the Company on October 1, 2026, or if

later, upon the closing of the previously announced business combination between the Company and Serra Verde (the “Serra Verde

Merger” and the later date, the “Joining Date”). Mr. Moraitis was previously announced as the intended President of

the Company upon the closing of the Serra Verde Merger and will serve as President of the Company from such closing until October 1,

2026 (if closing occurs sooner). Mr. Moraitis has served as CEO of the Serra Verde Group since January 2023.

Prior

to joining Serra Verde, Mr. Moraitis was the co-founder of X2 Resources and served on the Executive Committee of Xstrata, led by CEO

Sir Mick Davis, ultimately selling it to Glencore in 2013. At Xstrata he was responsible for strategic development, post-acquisition integration,

leadership development, external affairs and investor relations as well as Xstrata’s technology business. While at Xstrata, he

was involved in some 40 transactions. Mr. Moraitis began his career in the early 1980s as an engineer on the South African gold mines

of General Mining Union Corporation (Gencor), followed by a series of entrepreneurial activities and, prior to joining Xstrata, was a

global partner at the Monitor Group, a global advisory and merchant banking group. Mr. Moraitis was previously the Chief Development

Officer and a member of the Executive Board of EuroChem Group AG, a global fertilizer company and, prior to this, an Executive Director

at Brilliant Planet, a growth company developing a scalable method for producing microalgae for food solutions and carbon sequestration.

connection with his appointment, Mr. Moraitis entered into agreed terms with the Company on July 19, 2026 (the “CEO Terms”),

which will be further memorialized as a side letter to his Employment Letter Agreement (as defined below). Pursuant to the CEO Terms,

Mr. Moraitis will serve as Chief Executive Officer of the Company from the Joining Date through December 31, 2028 (or a correspondingly

later date if the Serra Verde Merger is delayed) (the “Term”), unless the Term is mutually extended. During the Term, he

will receive a base salary of CHF 822,000 per annum. He will be eligible for an annual bonus of 166% of his current base salary with

Serra Verde, pro-rated for the period from the beginning of 2026 to the Joining Date, and an annual bonus with a target opportunity of

100% of base salary and a maximum of 200% of base salary, pro-rated for the period from the Joining Date until the end of 2026. In respect

of the remainder of 2026 and 2027, he will also receive an award of restricted stock units with a value of $5 million (reflecting an

annual value of $4 million) to be granted on or shortly after the Joining Date. The award will vest in equal annual installments over

a three-year period from the grant date, subject to his continued employment, generally subject to acceleration on “Separation

from Service” (as defined in Section 409A of the US Internal Revenue Code) on or after age 65 or as a “Good Leaver”

(as defined in his existing employment agreement with Serra Verde). He will not receive any additional equity grants in 2027.

furtherance of Mr. Moraitis’s recruitment and to incentivize him to lead and remain with the Company during this critical stage

of the Company’s development, Mr. Moraitis will receive an “inducement award,” consisting of (i) restricted stock units

with a value of $1.5 million vesting in equal annual installments over two years, subject to his continued employment, with acceleration

on Separation from Service on or after age 65, or as a Good Leaver, and (ii) performance stock units with a target value of $6.5 million

vesting on December 31, 2028 subject to the achievement of meaningful financial, operational and strategic milestones and his continued

employment, with acceleration on Separation from Service on or after age 65, as a Good Leaver or due to death or disability, provided

the Board determines that the milestones are achieved.

addition, in lieu of certain Good Leaver benefits provided for in his employment agreement that he has agreed to forfeit, he will receive

a “make-whole” award of restricted stock units with a value of $4 million, 50% of which will be settled on his Separation

from Service on or after age 65 (or if earlier as a Good Leaver), and the remaining 50% on the one-year anniversary of Separation from

Service. Mr. Moraitis will be entitled to a prorated bonus and certain continued medical benefits upon certain terminations, but he will

not be entitled to any additional severance benefits, other than a four-month notice period (or pay in lieu thereof) in accordance with

Swiss law. Mr. Moraitis will receive reasonable tax planning support, and up to $10,000 for legal fees incurred in connection with the

negotiation of the CEO Terms and the side letter.

The

CEO Terms supplement the letter agreement entered into on April 19, 2026 which, as described in the Company’s preliminary proxy

statement relating to the Serra Verde Merger filed on May 13, 2026, as supplemented on June 15, 2026 and July 16, 2026 and as may be

further supplemented or amended from time to time, amends Mr. Moraitis’s pre-existing employment agreement with Serra Verde, both

of which will remain in effect, save as amended by the CEO Terms (the employment agreement as in effect prior to the CEO Terms, “Employment

Letter Agreement”).

The

foregoing description of the CEO Terms is qualified in its entirety by reference to the intended new side letter with Mr. Moraitis, which

will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the six months ended June 30, 2026.

There

are no family relationships between Mr. Moraitis and any Company director or executive officer, and except as otherwise described herein

there are no arrangements or understandings between Mr. Moraitis and any other person pursuant to which he was selected as an officer.

Except as otherwise described herein, Mr. Moraitis is not a party to any current or proposed transaction with the Company for which disclosure

is required under Item 404(a) of Regulation S-K.

Appointment

of Executive Chair

July 19, 2026, the Board appointed Michael Blitzer, age 49, as the Executive Chair of the Board (the “Executive Chair”) to

keep the Board and management closely aligned on the Company’s growth strategy, operating priority and delivery against key milestones,

to support the Company’s ongoing strategic transactions, including the Serra Verde Merger, proposed transactions with Carester

SAS, a French société par actions simplifiée, (“Carester”) and Texas Mineral Resources Corp., a Delaware

corporation, to support the leadership changes disclosed in this Current Report on Form 8-K and to reflect the central role he plays

in setting the Company’s strategic direction, anchoring its vision to build a global mine-to-magnet value chain and identifying

organic and inorganic growth opportunities.

Mr.

Blitzer has served as Chairman of the Board of the Company since March 2023. He served as CEO of Inflection Point Acquisition Corp. II

from March 2023 until March 2025. Mr. Blitzer currently serves on the board of directors of Intuitive Machines, Inc. and Merlin Labs,

Inc. He has served as the Chairman and CEO of Inflection Point Acquisition Corp. III since October 2024, as the Chairman and CEO of Inflection

Point Acquisition Corp. V since September 2025, as the Chairman of Inflection Point Acquisition Corp. VI since December 2025, and as

the Chairman and CEO of Inflection Point Asset Management since 2024. Previously, Mr. Blitzer was the founder and CEO of Kingstown Capital

Management from 2004 until 2021. Mr. Blitzer began his Wall Street career at J.P. Morgan

Securities in 1999 advising companies globally in private debt and equity capital raises followed by work at the investment fund Gotham

Asset Management.

connection with the appointment of Mr. Blitzer as the Executive Chair, Mr. Blitzer resigned from his roles as a member of the Compensation

Committee and the Nominating and Governance Committee.

connection with his appointment, Mr. Blitzer entered into an agreement dated July 19, 2026 (the “Executive Chair Agreement”).

Under the terms of the Executive Chair Agreement, Mr. Blitzer will receive an annual cash retainer of $170,000 and annual grants of restricted

stock units with a value of $2.53 million which will vest in equal annual installments over a three-year period, with the value of the

first such annual award pro-rated to reflect the period remaining until the Company’s 2027 annual meeting of stockholders (and

reduced by the restricted stock units he already received for the current year), resulting in a grant of 133,353 restricted stock units

in the first grant. In addition, he received a one-time grant of 31,427 restricted stock units in recognition of his central role in

setting the Company’s strategic direction. The vesting of the restricted stock units is subject to his continued services as Executive

Chair, subject to acceleration on termination without cause or resignation for good reason or if he is not reappointed at the 2027 or

2028 annual meeting (unless he voluntarily decides not to be reappointed) or on the date of the 2029 annual meeting if the term is not

extended). The first annual award and the one-time award were granted on July 19, 2026. Mr. Blitzer will not receive any additional cash

or equity compensation under the Company’s Non-Employee Director Compensation Policy. The foregoing description of the Executive

Chair Agreement is qualified in its entirety by the Executive Chair Agreement, a copy of which is attached hereto as Exhibit 10.2 and

is incorporated herein by reference.

There

are no family relationships between Mr. Blitzer and any Company director or executive officer, and no arrangements or understandings

between Mr. Blitzer and any other person pursuant to which he was selected as an officer. Except as disclosed in the Company’s

definitive proxy statement filed on April 23, 2026 under the heading “Transactions with Related Persons,” which description

is incorporated herein by reference, or as set forth in the Amended and Restated Lockup Agreement between the Company, Mr. Blitzer and

Ms. Humpton, dated June 3, 2026, and filed as Exhibit 10.3 of this Current Report on Form 8-K, Mr. Blitzer is not a party to any transaction

with the Company for which disclosure is required under Item 404(a) of Regulation S-K.

Cautionary

Note Regarding Forward-Looking Statements

This

report, including the exhibits filed hereto, contains “forward-looking statements” within the meaning of the Private Securities

Litigation Reform Act of 1995. These statements include those relating to our financing arrangement with the U.S. Department of Commerce

(the “DOC”), the proposed acquisition of Serra Verde, our business plans, strategy, goals and prospects, our plans for and

prospects of our other acquisitions, investments and other business development activities, including the announced Carester and TMRC

transactions and other statements regarding USAR’s expectations for future development, operations, strategies, transactions and

financial performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts.

Words such as “aim,” “anticipate,” “believe,” “can,” “continue,” “could,”

“estimate,” “expect,” “growth,” “intend,” “may,” “might,” “plan,”

“potential,” “project,” “propose,” “should,” “target,” “vision,”

“will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words

does not mean that a statement is not forward-looking.

Forward-looking

statements are subject to risks and uncertainties and potentially inaccurate assumptions that could cause actual results to differ materially

from our expectations, including without limitation: risks that the proposed transactions with Serra Verde, Carester and TMRC may not

be consummated on their anticipated timelines or at all; we may not realize the anticipated benefits of our proposed and prior acquisitions,

including expected synergies, financial performance, estimated earnings before interest, taxes, depreciation and amortization and, in

the case of Serra Verde, integration of operations, on the anticipated timeline or at all; the ability of our magnet manufacturing facility

in Stillwater, Oklahoma (the “Stillwater facility”) or other future magnet manufacturing facilities to commence commercial

operations on the timing and with the production capacity anticipated or at all; our limited operating history; our ability to commercially

extract minerals from the Round Top deposit in Texas on our anticipated timeline or at all; risks that we may experience delays, unforeseen

expenses, increased capital costs, and other complications in operating our business; our ability to raise necessary capital on acceptable

terms or at all; potential dilution to existing stockholders and adverse effect on our stock price if we issue additional common stock

or equity-linked securities; the volatility of our stock price; our ability to satisfy project milestones and other conditions to disbursement

under our financing arrangement with the DOC on the anticipated timeline or at all; our dependence on continued governmental support

for the DOC financing transactions, which remains subject to changes in laws, regulations, administrations and appropriations; extensive

affirmative and negative covenants, domestic content and national security guardrail provisions and ongoing reporting obligations in

the DOC financing agreements that restrict our operational and financial flexibility; the risk that defaults under the DOC funding agreements

could trigger cross-defaults across our financing arrangements; the impact of the DOC’s equity interest in us on our ability to

pursue strategic transactions and on our relationships with customers, suppliers, partners and other counterparties; the availability

of rare earth oxide, metal feedstock and other materials, utilities (including power and water) and equipment in quantities and prices

that allow us to develop and commercially operate our Stillwater facility and other facilities; our ability to meet individual customer

specifications and manufacture a consistently high quality product; fluctuations in demand for and prices of our products, including

without limitation as a result of dumping, predatory pricing and other tactics by our competitors or state actors or the overall competitive

environment; our ability to achieve positive cash flow or profitability or the ability to access cash flow within our corporate structure

due to restrictions contained in our financing agreements; our ability to convert current commercial discussions and/or memorandums of

understanding with customers for the sale of our neo magnets and other products into definitive orders; geopolitical developments or

disruptions, such as changes in the political environment, export/import or environmental policy of the People’s Republic of China,

the United States or other countries in which we operate or sell products or otherwise; war, terrorism, natural disasters or public health

emergencies; our ability to retain or recruit key personnel; environmental, health and safety regulations; and our ability to comply

with requirements for federal, state and local government incentives and financing.

Additional

risks and detailed information regarding factors that may cause actual results to differ materially has been and will be included in

our filings with the SEC. Any forward-looking statements speak only as of the date of this report (or such other date as is specified

in such statements), and USAR undertakes no obligation to update any forward-looking statements as a result of new information or future

events or developments, except to the extent required by law.

Additional

Information and Where to Find It

connection with the Serra Verde Merger, USAR filed the Preliminary Proxy Statement and, following SEC review, intends to file a definitive

proxy statement (together with any amendments or supplements thereto, the “Proxy Statement”), to be distributed to USAR’s

stockholders in connection with USAR’s solicitation of proxies for the vote by USAR’s stockholders with respect to the issuance

of USAR common stock as merger consideration and other matters described in the Proxy Statement. SVRE’s shareholders approved the

merger by written consent which was delivered concurrently with the signing of the merger agreement and will not receive a proxy statement

or prospectus. USAR also plans to file with or furnish to the SEC other relevant documents regarding the Serra Verde Merger. After SEC

review of the preliminary proxy statement is completed, the definitive Proxy Statement will be mailed to stockholders of USAR. BEFORE

MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ALL OTHER RELEVANT

DOCUMENTS THAT ARE OR WILL BE FILED WITH OR FURNISHED TO THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY

AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED

MATTERS.

Investors

and security holders will be able to obtain free copies of the Proxy Statement and other documents containing important information about

USAR and the Serra Verde Merger, once such documents are filed with or furnished to the SEC through the website maintained by the SEC

at www.sec.gov. Copies of the documents filed with or furnished to the SEC by USAR will be available free of charge on USAR’s website

at investors.usare.com or by contacting USAR’s Investor Relations department by email at IR@usare.com. The information included

on, or accessible through, USAR’s website is not incorporated by reference into this communication.

Participants

in the Solicitation

USAR

and certain of its directors and executive officers and other members of its management and employees may be deemed to be participants

in the solicitation of proxies in respect of the Serra Verde Merger.

Information

about the directors and executive officers of USAR, including a description of their direct or indirect interests, by security holdings

or otherwise, is contained in USAR’s Preliminary Proxy Statement. Any changes in the holdings of USAR’s securities by USAR’s

directors or executive officers from the amounts described in the Preliminary Proxy Statement will be reflected in Statements of Changes

in Beneficial Ownership on Form 4 (“Form 4”) or Annual Statements of Changes in Beneficial Ownership of Securities on Form

5 (“Form 5”) subsequently filed with the SEC and available at the SEC’s website at www.sec.gov. Additional information

regarding the interests of such participants will be contained in the Proxy Statement when available.

Offer or Solicitation

This

communication is for informational purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation

of an offer to buy or sell any securities, or a solicitation of any vote or approval on the Serra Verde Merger or otherwise, nor shall

there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration

or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made, except by means of a prospectus

meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or pursuant to an applicable exemption therefrom.

Item

7.01 Regulation FD Disclosure

July 20, 2026, the Company issued a press release announcing Ms. Humpton’s anticipated retirement, Mr. Moraitis’ intended

appointment as Chief Executive Officer and Mr. Blitzer’s appointment as Executive Chair. A copy of the press release is furnished

herewith as Exhibit 99.1. Ms. Humpton and Mr. Moraitis each sent communications to the Company’s employees regarding the leadership

transition, furnished herewith as Exhibits 99.2 and 99.3, respectively.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

10.1#

Retirement Agreement dated July 19, 2026 by and between USA Rare Earth, Inc. and Barbara Humpton.

10.2#

Executive Chair Agreement dated July 19, 2026 by and between USA Rare Earth, Inc. and Michael Blitzer.

10.3+

Amended and Restated Lockup Agreement dated June 3, 2026.

99.1

Press Release dated July 20, 2026, entitled USA Rare Earth Announces Leadership Transition.

99.2

Leadership Transition Employee Note dated July 20, 2026, by Barbara Humpton.

99.3

Leadership Transition Employee Note dated July 20, 2026, by Thrasyvoulos Moraitis.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

# This

document has been identified as a management contract or compensatory plan or arrangement.

+ Certain

provisions and terms of this Exhibit have been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K because the Company

customarily and actually treats that information as private or confidential and the omitted information is not material. The Company

will supplementally provide a copy of an unredacted copy of this exhibit to the Securities and Exchange Commission or its staff upon

request.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

July 20, 2026

USA RARE EARTH, INC.

By:

/s/ Valerie Ford Jacob

Name:

Valerie Ford Jacob

Title:

Chief Legal Officer

EX-10.1 — RETIREMENT AGREEMENT DATED JULY 19, 2026 BY AND BETWEEN USA RARE EARTH, INC. AND BARBARA HUMPTON

EX-10.1

Filename: ea029849001ex10-1.htm · Sequence: 2

Exhibit 10.1

USA

RARE EARTH, INC.

RETIREMENT

AGREEMENT

This

Retirement agreement (this “Retirement Agreement”) is entered into by Barbara Humpton (“Executive”)

and USA Rare Earth, Inc. (the “Company”).

Executive’s Separation. Executive shall retire from the Company, and shall resign from each position Executive holds as

a manager, director or officer of the Company or of any of its subsidiaries or affiliates, including from Executive’s position

as a member of the Board of Directors of the Company, as of October 1, 2026 (the “Separation Date”). Effective as

of the Separation Date, the Employment Agreement between the Company and Executive (the “Employment Agreement”), dated

September 28, 2025, shall terminate, and neither the Company nor Executive shall have any further obligations thereunder, except as provided

herein.

Accrued Obligations. The Company shall pay or provide to Executive (or to Executive’s authorized representative or estate)

(i) Executive’s accrued but unpaid base salary through the Separation Date, which shall be paid within the time required by applicable

law, but no later than 30 days following the Separation Date, (ii) reimbursement for all incurred but unreimbursed expenses for which

Executive is entitled to reimbursement in accordance with the Employment Agreement, (iii) vested benefits to which Executive may be entitled

pursuant to the terms of any plan or policy sponsored by the Company and (iv) any other amounts required by applicable law.

Restricted Stock Units and Prorated Bonus. Provided that Executive (i) executes this Retirement Agreement, (ii) executes the General

Release attached hereto as Exhibit A on or after the Separation Date and returns a copy of the signed General Release to the Company

so that it is received by the Company at 100 W Airport Road, Stillwater, Oklahoma 74075, Attn: Chief Legal Officer, Email: Valerie.jacob@usare.com,

no later than the expiration of the Consideration Period (as defined in the General Release), (iii) does not revoke Executive’s

acceptance of the General Release pursuant to Section 4 thereof, and (iv) remains employed through October 1, 2026 and satisfies the

Continuing Obligations (as defined below), then:

(a) Executive

will be permitted to retain the 219,329 restricted stock units granted to Executive under the Company’s 2024 Omnibus Incentive

Plan on the Separation Date that are scheduled to vest on such date, and such units will vest such date, and will be settled within 30

days following such vesting; and

(b) The

Company shall pay Executive $500,000 representing a prorated portion of Executive’s

annual bonus, based on the number of days in 2026 completed through the Separation Date and

the level of performance achieved, payable in a lump sum as soon as administratively practicable,

and within 60 days, following the Separation Date.

the Separation Date, Executive shall forfeit all other restricted stock units held by Executive except as expressly provided in this

Section 3. Executive acknowledges and agrees that Executive is not eligible for or due any payments, equity, benefits, or notice other

than as provided in this Retirement Agreement. Executive acknowledges and agrees that Executive is not eligible for or due any payments

or benefits under the USA Rare Earth, Inc. Severance and Change of Control Protection Plan.

Return of Company Property. Executive will return all property belonging to the Company, including but not limited to: computers,

computer equipment, and/or software; telephones or personal data assistants; other equipment; keys and/or access cards or devices; credit

cards; books or other publications; board materials; current or prospective client, and/or customer lists or information; all Company-related

emails, files, or folders on Executive’s personal computers or communication devices; and other business records such as memoranda,

letters, email communications, lists of fees, personnel data, employee lists, salary and benefits information (other than relating to

Executive), lists of suppliers and vendors, financial data, training materials, marketing plans, notes, records, reports, manuals, handbooks,

forms, formulas, contracts, catalogs, instructions, and all other documentation (whether in draft or final and electronic or hard copy

form) relating to the Company’s business, and any and all other documents containing proprietary information furnished to Executive

by any representative of the Company or otherwise acquired or developed by Executive in connection with her employment with the Company,

regardless of the manner in which Executive acquired possession of the documents or property (collectively, “Company Materials”).

The Company Materials shall at all times be the property of the Company. Within five days of the Separation Date, Executive shall return

to the Company and shall confirm to the Company that Executive has returned any and all Company Materials and any and all copies thereof

which are in Executive’s possession, custody, or control, including Company Materials retained by Executive in Executive’s

office, automobile, personal electronic devices, or at Executive’s home.

5.Continuing

Obligations. Executive acknowledges that the confidentiality, non-solicitation, non-disparagement, non-hire and cooperation provisions

to which Executive is subject pursuant to Section 5 of the Employment Agreement (“Continuing Obligations”) survive

the termination of Executive’s employment in accordance with their terms and are reasonable and necessary to protect the legitimate

business interests of the Company. Executive agrees Executive remains bound by and will continue to comply with such Continuing Obligations.

Executive further represents and warrants that Executive has not divulged any confidential information of the Company without the Company’s

consent. The Company acknowledges that the non-disparagement covenant in Section 5 of the Employment Agreement and the indemnification

provisions in Section 16 of the Employment Agreement and the Indemnification Agreement between the Company and Executive (the “Indemnification

Agreement”), survive the termination of Executive’s employment in accordance with their terms.

6.Cooperation.

Executive agrees to cooperate fully and in good faith with the Company and/or the Released Parties (as defined in the General Release)

and their respective legal counsel (including in-house counsel) in any matters that have or may result in a legal claim against the Company

and/or in any investigation or other government action, including any of the foregoing in which the Company and/or the Executive is required

to provide information (including testimony) whether or not a party thereto. This requires Executive, without limitation, to (a) make

herself available upon reasonable request to provide information and assistance to the Company on such matters without additional compensation,

except for Executive’s pre-approved out-of-pocket costs, and (b) notify the Company within three business days of any requests

to Executive for information related to any pending or potential legal claim, investigation, or litigation involving the Company or with

respect to which the Company is required or requested to provide information, reviewing any such request with a designated representative

of the Company prior to disclosing any such information, and permitting the representative of the Company to be present during any communication

of such information. Executive’s duty of cooperation will include, but not be limited to (i) meeting with the Company’s legal

counsel (including in-house counsel) by telephone or in person at mutually convenient times and places in order to state truthfully Executive’s

knowledge of matters at issue and recollection of events; (ii) appearing at the Company’s and/or its legal counsel’s request

(including in-house counsel) (and, to the extent possible, at a time convenient to Executive that does not conflict with the needs or

requirements of Executive’s then-current employer) as a witness at depositions or trials, without necessity of a subpoena, in order

to state truthfully Executive’s knowledge of matters at issue; and (iii) signing at the Company’s and/or its legal counsel’s

(including in-house counsel’s) request any declarations or affidavits that truthfully state matters of which Executive has knowledge.

Governing Law and Forum Selection. The parties agree that this Retirement Agreement shall be governed by and construed in accordance

with the laws of the State of Delaware, without reference to its conflict or choice of laws principles. The parties further agree that

the exclusive forum for resolution of any dispute arising out of or in connection with this Retirement Agreement, Executive’s employment

with the Company, and/or the separation of Executive’s employment from the Company will be in a state or federal court of appropriate

jurisdiction in Delaware.

Counterparts. This Retirement Agreement may be executed in one or more counterparts (including portable document format (.pdf)

counterparts), each of which shall be deemed to be an original, but all of which together will constitute one and the same Retirement

Agreement.

Severability. To the extent permitted by applicable law, the Company and Executive hereby agree that any term or provision of

this Retirement Agreement that renders such term or provision or any other term or provision hereof invalid or unenforceable in any respect

shall be severable and shall be modified or severed to the extent necessary to avoid rendering such term or provision invalid or unenforceable,

and such modification or severance shall be accomplished in the manner that most nearly preserves the benefit of the parties’ bargain

hereunder.

10.

Headings; References; Interpretations. Section headings have been inserted for purposes of convenience and shall not be used for

interpretive purposes. The words “hereof,” “herein” and “hereunder” and other compounds of the word

“here” shall refer to the entire Retirement Agreement and not to any particular provision hereof. The use herein of the word

“including” following any general statement, term or matter shall not be construed to limit such statement, term or matter

to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting

language (such as “without limitation”, “but not limited to”, or words of similar import) is used with reference

thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope

of such general statement, term or matter. The word “or” as used herein is not exclusive and is deemed to have the meaning

“and/or.” All references herein to a law, agreement, instrument or other document shall be deemed to refer to such law, agreement,

instrument or other document as amended, supplemented, modified and restated from time to time to the extent permitted by the provisions

thereof. Neither this Retirement Agreement nor any uncertainty or ambiguity herein shall be construed against any party, whether under

any rule of construction or otherwise. This Retirement Agreement has been reviewed by each of the parties and shall be construed and

interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties.

11.

Entire Agreement. This Retirement Agreement, which incorporates the General Release, the Indemnification Agreement and the provisions

of Sections 5 and 16 of the Employment Agreement that survive termination of employment pursuant to their terms, is the complete understanding

between Executive and the Company regarding the subject matter hereof. It replaces any other agreements, representations or promises,

written or oral.

[Remainder

of Page Intentionally Left Blank]

WITNESS WHEREOF, the parties hereto have executed this Retirement Agreement with the intent to be legally bound.

Accepted by:

USA RARE EARTH, INC.

By:

/s/

Valerie Ford Jacob

Name:

Valerie Ford Jacob

Title:

Chief Legal Officer

Date:

July 19, 2026

EXECUTIVE

By:

/s/ Barbara Humpton

Name:

Barbara Humpton

Date:

July 19, 2026

Signature Page to Retirement Agreement

EXHIBIT

GENERAL

RELEASE OF CLAIMS

Release of Claims.

(a)

As consideration for (and as a condition of) the payment to Barbara Humpton (“Executive”) of the consideration (and

any portion thereof) referenced in Section 3 of the Retirement Agreement entered into by Executive and USA Rare Earth, Inc. (the “Company”)

to which this General Release of Claims is attached (the “Retirement Agreement”), Executive, on behalf of Executive

and Executive’s successors and anyone purporting to claim through or on behalf of Executive, hereby forever, fully and finally

releases, acquits, and discharges the Company, and each of their respective parents, subsidiaries, and other affiliates and each of the

foregoing entities’ respective past, present and future affiliates and subsidiaries and each of the foregoing entities’ respective

predecessors, successors, shareholders, members, partners, officers, managers, directors, fiduciaries, employees, representatives, agents,

and benefit plans (and the fiduciaries of such plans), in their personal and representative capacities (collectively, the “Released

Parties” and each a “Released Party”), from liability for – and does hereby covenant and agree never

to institute or cause to be instituted any lawsuit, arbitration or similar proceeding against any of the Released Parties based upon

– claims, demands, losses, indebtedness, agreements, promises, causes of action, obligations, damages and liabilities of any nature

whatsoever, in law or in equity, whether or not known, suspected or claimed, that Executive has ever had, has claimed to have, now has,

or could have against any Released Party by reason of any act, event, occurrence, or thing existing or occurring on or before the date

that Executive signs this General Release (the “Signing Date”), including any and all claims, demands, losses, indebtedness,

agreements, promises, causes of action, obligations, damages and liabilities relating to Executive’s ownership of any interest

in any Released Party, Executive’s employment with or engagement by any Released Party, Executive’s awards under any compensation

or bonus plan or arrangement sponsored or maintained by any Released Party, or any other acts or omissions related to any matter existing

or occurring on or prior to the Signing Date, including: (i) any alleged violation of any federal, state or local labor or employment

law, including those relating to anti-discrimination and anti-retaliation, or any other local, state or federal law, regulation or ordinance,

including, for the avoidance of doubt, Title VII of the Civil Rights Act of 1967, the Civil Rights Act of 1991, Sections 1981 through

1988 of Title 42 of the United States Code, the Employee Retirement Income Security Act of 1974 (with respect to unvested benefits),

the Fair Labor Standards Act of 1938 (with respect to rights and claims that may be legally waived and released by private agreement),

the Equal Pay Act of 1963, the Lilly Ledbetter Fair Pay Act of 2009, the Family and Medical Leave Act of 1993, the Americans with Disabilities

Act of 1990, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Older Worker Benefit Protection Act (“OWBPA”),

the Genetic Information Nondiscrimination Act of 2008, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification

Act of 1988, the Sarbanes-Oxley Act of 2002, the Equal Pay Act of 1963, the Immigration Reform and Control Act of 1986, the Occupational

Safety and Health Act of 1970, the Fair Credit Reporting Act of 1970, the Oklahoma Anti-Discrimination Act, the Oklahoma Minimum Wage

Act, retaliation claims under the Oklahoma Administrative Workers’ Compensation Act, retaliation claims under the Oklahoma Workers’

Compensation Act, the Texas Labor Code, including the Texas Payday Act, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor

Code, and the Texas Whistleblower Act, the Florida Civil Rights Act of 1992, the Florida Whistleblower’s Act, the Florida Worker’s

Compensation Law, the Florida Minimum Wage Act, the Florida General Labor Regulations, all including any amendments and their respective

implementing regulations; and any federal, state or local wage and hour law; (ii) any public policy, contract, tort, or common law claim,

including any claim for defamation, emotional distress, fraud or misrepresentation of any kind, promissory estoppel, breach of any implied

duty of good faith and fair dealing, breach of implied or express contract, breach of fiduciary duty or wrongful discharge; (iii) any

allegation for costs, fees, or other expenses including attorneys’ fees incurred in, or with respect to, any Released Claims (as

defined below); (iv) any claim, whether direct or derivative, arising from, or relating to, Executive’s status as a holder of any

shares or interests in any Released Party; (v) any and all rights, benefits or claims Executive may have under (A) the USA Rare Earth,

Inc. Severance and Change of Control Protection Plan, the USA Rare Earth, Inc. 2024 Omnibus Incentive Plan, any employment agreement,

incentive plan, bonus agreement, or award agreement, or otherwise with respect to any amount owed on or before the Signing Date or (B)

any other agreement, plan or arrangement with, or sponsored or maintained by, any Released Party; and (vi) any claim for compensation

or benefits of any kind through the Signing Date (collectively, the “Released Claims”); provided that the Released

Claims do not include the Executive’s rights to receive the compensation and benefits set forth in Section 3 of the Retirement

Agreement or any of Executive’s rights under the Indemnification Agreement or under Sections 5 or 16 of the Employment Agreement.

THIS GENERAL RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING

STRICT LIABILITY, OF ANY OF THE RELEASED PARTIES.

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(b)

The parties intend for this General Release to be interpreted and construed as broadly as it appears on its face and to the broadest

and fullest extent permitted under applicable laws.

(c)

This General Release requires Executive to abandon all claims or proceedings Executive has against the Released Parties, including those

on appeal, if any. If Executive has previously filed a claim against any of the Released Parties in a court of law or initiated a claim

or proceeding against or about any of the Released Parties, Executive hereby agrees and covenants to take all steps necessary to cause

such claims or proceedings to be dismissed with prejudice within three business days of executing this General Release. If Executive

fails to comply with Executive’s obligations under this General Release, Executive agrees to pay all of the Company’s costs

and expenses (including reasonable attorneys’ fees) related to the defense of any claims covered by this General Release or any

Released Party’s efforts to enforce the terms of this General Release, except that this covenant not to sue does not apply to claims

under the OWBPA and the ADEA. Although Executive is releasing claims that Executive may have under the ADEA, Executive may challenge

the knowing and voluntary nature of this release before an arbitrator, the Equal Employment Opportunity Commission, or any other federal,

state, or local agency charged with the enforcement of any employment laws. This provision is not intended to preclude otherwise available

recovery of attorneys’ fees or costs specifically authorized under applicable law.

(d)

The foregoing release does not release or impair (i) any rights to vested benefits under an employee benefit plan of any Released Party

that is subject to ERISA and that cannot be released pursuant to ERISA, (ii) any claims first arising after the Signing Date or (iii)

Executive’s ability to file a claim for unemployment insurance or workers’ compensation benefits or any state disability

insurance.

(e)

KNOWN AND UNKNOWN CLAIMS. EXECUTIVE UNDERSTANDS THAT THIS GENERAL RELEASE WAIVES AND RELEASES ALL CLAIMS, WHETHER KNOWN OR UNKNOWN,

BASED ON FACTS OR OMISSIONS OCCURRING ON OR BEFORE THE DATE THAT EXECUTIVE SIGNS THIS GENERAL RELEASE, EVEN IF EXECUTIVE DOES NOT HAVE

KNOWLEDGE OF THOSE FACTS OR OMISSIONS AT THE TIME EXECUTIVE SIGNS THIS GENERAL RELEASE. Executive acknowledges that Executive may later

discover claims or facts in addition to or different from those which Executive now knows or believes to exist with regards to the subject

matter of this General Release, and which if known or suspected at the time of executing this General Release, may have materially affected

its terms. Nevertheless, Executive waives any and all claims that might arise as a result of such different or additional claims or facts.

(f)

Protected Rights and Disclosures. Further, nothing in this General Release prevents Executive from filing any non-legally waivable

claim, including a challenge to the validity of this General Release, with the Equal Employment Opportunity Commission, the Securities

and Exchange Commission, or other federal, state or local governmental agency or commission (collectively “Governmental Agencies”)

or participating in (or cooperating with) any investigation or proceeding conducted by any Governmental Agency; however, Executive understands

and agrees that, to the extent permitted by law, Executive is waiving any and all rights to recover any monetary or personal relief or

recovery from the Released Parties as a result of such Governmental Agency proceeding or subsequent legal actions. Nothing herein waives

(and the Released Claims shall not include) Executive’s right to receive an award for information provided to a Governmental Agency

(including, for the avoidance of doubt, any monetary award or bounty from any governmental agency or regulatory or law enforcement authority

in connection with any protected “whistleblower” activity), and nothing herein or in any other agreement between Executive

and any Released Party shall prohibit or restrict Executive from (i) initiating communications directly with, cooperating with, providing

information or making statements to, causing information to be provided to, or otherwise assisting in an investigation by, any Governmental

Agency; (ii) responding to any inquiry or legal process directed to Executive from any Governmental Agency; (iii) testifying, participating

or otherwise assisting in any action or proceeding by any Governmental Agency; (iv) making any disclosures that are protected under the

whistleblower provisions of any applicable law; or (v) disclosing or discussing sexual harassment or sexual assault disputes, or any

other unlawful or unsafe Company conduct or practices. Nothing in this General Release requires Executive to obtain prior authorization

before engaging in any conduct described in the previous sentence or to notify any Released Party that Executive engaged in any such

conduct.

A-2

Acceptance of this General Release; Consideration Period for Waiver of ADEA Rights. Executive understands that Executive may take

21 calendar days from the date this General Release is presented to Executive to consider whether to sign and accept this General Release,

subject to the additional terms and conditions in Section 4 below. For Executive’s acceptance to be effective, Executive shall

return Executive’s signed General Release to the Company so that it is received by the Company at 100 W Airport Road, Stillwater,

Oklahoma 74075, Attn: Chief Legal Officer, Email: Valerie.jacob@usare.com. By signing this General Release, Executive acknowledges and

agrees that Executive has been advised of and understands the following: (a) Executive has carefully read and fully understands all terms

and conditions of this General Release; (b) Executive is receiving valid consideration for this General Release that is in addition to

anything of value to which Executive is already entitled; (c) this General Release does not waive rights or claims that may arise after

it is executed; (d) by signing this General Release, Executive is waiving and releasing rights and claims under the ADEA (as amended

by the OWBPA); (e) Executive has been given the opportunity to consult with an attorney of Executive’s choice before signing this

General Release; (f) Executive will be provided 21 calendar days following Executive’s receipt of this General Release to

consider this General Release before accepting it (the “Consideration Period”), or Executive has freely and knowingly

waived the right to consider this General Release for the full Consideration Period by executing the General Release before the expiration

of the Consideration Period. Changes to this General Release, whether material or immaterial, do not restart the Consideration Period.

No Admission of Wrongdoing. Executive acknowledges that neither this General Release, nor the furnishing of the consideration

for this General Release, shall be deemed or construed at any time to be an admission by any Released Party of any improper or unlawful

conduct.

Effectiveness and Revocation of this General Release. Executive shall have an additional seven calendar days after signing and

agreeing this General Release to revoke it (the “Revocation Period”). Executive may revoke Executive’s acceptance

of this General Release by delivering a written statement during the Revocation Period to the Company’s Chief Legal Officer and

Head of Human Resources, Email: legal@usare.com and hr@usarare.com, which clearly and unequivocally states that Executive is revoking

Executive’s acceptance of this General Release and does not want to be bound by it. This General Release shall not become effective

until 12:01 AM Central Standard Time on the eighth calendar day after the date on which Executive executes (and does not revoke) this

General Release. If a notice of revocation is not received prior to the expiration of the Revocation Period, this General Release will

take effect and will become irrevocable and binding.

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Executive Acknowledgments; Advice to Consult with Legal Counsel. This is an important legal document. Executive is advised

to consult with legal counsel of Executive’s choosing before signing this General Release.

(a)

Executive acknowledges that Executive’s entry into this General Release (and non-revocation thereof) is a condition to Executive’s

receipt of the consideration set forth in Section 3 of the Retirement Agreement, and that, in the absence of timely executing, returning,

and not revoking this General Release and complying with its terms, Executive would not be entitled to receive such consideration (or

any portion thereof).

(b)

In entering into this General Release, Executive fully understands its binding effect of this General Release; the only promises made

to Executive to sign this General Release are those stated in this General Release and the Retirement Agreement; Executive is signing

this General Release knowingly, voluntarily and of Executive’s own free will; Executive relies on Executive’s own judgment

in entering into this General Release and Executive has not relied on any representation or statement, written or oral, of any Released

Party or Released Party’s agent that is not set forth in this General Release or the Retirement Agreement; and Executive understands

and agrees to each of the terms of this General Release.

(c)

This General Release and the releases and covenants contained herein shall be binding upon Executive, Executive’s heirs, executors,

administrators, beneficiaries, trustees, successors, assigns, agents, and anyone purporting to claim through or on behalf of Executive.

This General Release and the releases and covenants contained herein shall inure to the benefit of all Released Parties.

(d)

Executive does not have and has not previously raised a claim of unlawful discrimination; retaliation; harassment; sexual harassment,

abuse, assault, alleged criminal conduct, or other alleged unlawful employment practices or unlawful conduct against the Company or any

of the Released Parties.

(e)

Executive has reported to the Company any and all work-related injuries or occupational illnesses incurred by Executive during Executive’s

employment with the Company.

(f)

The Company properly provided any leave of absence because of Executive or Executive’s family member’s health condition or

military service and Executive has not been subjected to any improper treatment, conduct or actions due to a request for or taking such

leave.

(g)

Executive has not engaged in any unlawful conduct related to the business of the Company.

(h)

Executive has had the opportunity to provide the Company with written notice of any and all concerns regarding suspected ethical and

compliance issues or violations on part of the Company.

(i)

There has been no assignment or other transfer of any interest in any claim that Executive may have against the Released Parties, or

any of them, and Executive agrees to indemnify and hold the Released Parties, and each of them, harmless from any liability, claims,

demands, damages, costs, expenses and attorneys’ fees incurred by the Released Parties, or any of them, as the result of any such

assignment or transfer or any rights or claims under any such assignment or transfer. This indemnity does not require payment as a condition

precedent to recovery by the Released Parties against Executive under this indemnity.

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Governing Law and Forum Selection. The parties agree that this General Release shall be governed by and construed in accordance

with the laws of the State of Delaware, without reference to its conflict or choice of laws principles. The parties further agree that

the exclusive forum for resolution of any dispute arising out of or in connection with this General Release, Executive’s employment

with the Company, and/or the separation of Executive’s employment from the Company will be in a state or federal court of appropriate

jurisdiction in Delaware.

Counterparts. This General Release may be executed in one or more counterparts (including portable document format (.pdf) counterparts),

each of which shall be deemed to be an original, but all of which together will constitute one and the same General Release.

Severability. To the extent permitted by applicable law, the Company and Executive hereby agree that any term or provision of

this General Release that renders such term or provision or any other term or provision hereof invalid or unenforceable in any respect

shall be severable and shall be modified or severed to the extent necessary to avoid rendering such term or provision invalid or unenforceable,

and such modification or severance shall be accomplished in the manner that most nearly preserves the benefit of the parties’ bargain

hereunder.

Headings; References; Interpretations. Section headings have been inserted for purposes of convenience and shall not be used for

interpretive purposes. The words “hereof,” “herein” and “hereunder” and other compounds of the word

“here” shall refer to the entire General Release and not to any particular provision hereof. The use herein of the word “including”

following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items

or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without

limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be

deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement,

term or matter. The word “or” as used herein is not exclusive and is deemed to have the meaning “and/or.” All

references herein to a law, agreement, instrument or other document shall be deemed to refer to such law, agreement, instrument or other

document as amended, supplemented, modified and restated from time to time to the extent permitted by the provisions thereof. Neither

this General Release nor any uncertainty or ambiguity herein shall be construed against any party, whether under any rule of construction

or otherwise. This General Release has been reviewed by each of the parties and shall be construed and interpreted according to the ordinary

meaning of the words used so as to fairly accomplish the purposes and intentions of the parties.

10.

Entire Agreement. This General Release, which incorporates the Retirement Agreement, the Indemnification Agreement and the provisions

of Sections 5 and 16 of the Employment Agreement that survive termination of employment pursuant to their terms, is the complete understanding

between Executive and the Company regarding the subject matter hereof. It replaces any other agreements, representations or promises,

written or oral.

[Remainder

of Page Intentionally Left Blank]

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WITNESS WHEREOF, the parties hereto have executed this General Release with the intent to be legally bound.

Accepted by:

USA RARE EARTH, INC.

By:

Name:

Title:

Date:

EXECUTIVE

By:

Name:

Date:

Not valid if signed before the Separation Date

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EX-10.2 — EXECUTIVE CHAIR AGREEMENT DATED JULY 19, 2026 BY AND BETWEEN USA RARE EARTH, INC. AND MICHAEL BLITZER

EX-10.2

Filename: ea029849001ex10-2.htm · Sequence: 3

Exhibit 10.2

EXECUTIVE

CHAIR AGREEMENT

This

Executive Chair Agreement (this “Agreement”) is entered into on July 19, 2026 (the “Effective Date”)

by and between Michael Blitzer (the “Executive Chair”) and USA Rare Earth, Inc., a Delaware corporation (the “Company”)

(collectively referred to as the “parties” or individually referred to as a “party”).

RECITALS

WHEREAS,

the Executive Chair is presently serving in the capacity of non-employee director and Chairman on the Company’s Board of Directors (the

“Board”);

WHEREAS,

effective as of the Effective Date, the Company and the Executive Chair mutually desire for the Executive Chair, and the Board is hereby

appointing the Executive Chair, to serve in the capacity of Executive Chair on the Board;

WHEREAS,

the Executive Chair’s appointment as Executive Chair is in addition to his current service as a member of the Board; and

WHEREAS,

on and following the Effective Date, the Executive Chair shall be eligible to receive the compensation provided pursuant to this Agreement

in connection with the Executive Chair’s services hereunder.

NOW,

THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good

and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Duties

and Effort. The Company requires that the Executive Chair perform the duties customarily related to

this function, including (a) advising the Company’s senior management, including the Chief Executive Officer of the Company, on matters

of Company operations, (b) supporting the Company’s long-term corporate strategy and major capital allocation decisions, (c) assisting

with strategic partnerships, government relations and key customer relationships, particularly in the United States, (d) supporting investor

and capital markets engagement, (e) providing guidance and advising on acquisitions, financings and other strategic transactions, and

(f) serving as a thought partner to management on key business initiatives, while remaining removed from day-to-day operational decision-making.

In addition, the Executive Chair is required to continue to perform the duties required of him as non-employee director and Chairman

of the Board, including (1) acting as Chair of the Board and stockholder meetings, (2) leading the Board and setting the Board’s

agendas in coordination with senior management, (3) acting as liaison between the Company’s senior management and the Board and

its committees, (4) as well as other customary duties as may be determined and assigned by the Board and as may be required by the Company’s

governing instruments. The Executive Chair agrees to devote such time as is reasonably and customarily necessary to perform completely

these duties to the Company, although the parties recognize that this is not expected to occupy the Executive Chair’s full business

time and attention. The Executive Chair acknowledges that the Board may appoint a Lead Independent Director pursuant to its Corporate

Governance Guidelines.

2. Term.

The term of this Agreement shall commence as of the Effective Date and shall continue until the earliest of (a) appointment of a successor

Board leader (not including the Lead Independent Director), (b) the date of the Company’s next annual general meeting of stockholders

(“Annual Meeting”), or (c) upon his earlier death, incapacity, removal or resignation. Notwithstanding (b) in the

foregoing, if the Executive Chair is validly elected by the Company’s stockholders as a director and reappointed by the Board as

Executive Chair of the Board, the term will automatically renew until the next Annual Meeting, subject to (a) and (c) of the foregoing.

The foregoing sentence shall apply with respect to the 2028 Annual Meeting with the intention that this Agreement shall remain in effect

until the 2029 Annual Meeting, subject to (c) of this Section 2 (the “Term”). For the avoidance of doubt, the termination

of this Agreement alone shall have no effect on the Executive Chair’s appointment as non-employee director on the Board and, if

applicable, Chairman of the Board, and if the Board appoints a successor Board leader or the Board does not reappoint him as Executive

Chair of the Board at the 2027 or 2028 Annual Meeting (other than as a result of the Executive Chair’s voluntary decision not to

be so appointed), then the resulting termination of his Executive Chair role would be considered a termination without Cause for all

purposes, including the awards granted pursuant to Section 4. If the Agreement remains in effect through the 2029 Annual Meeting and

the parties do not extend the Agreement, the expiration of the Term on the 2029 Annual Meeting shall be considered a termination without

Cause for all purposes, including the Awards granted pursuant to Section 4. During the Term, the Company will exercise commercially reasonable

efforts to cause the Executive Chair to be nominated for election to the Board on an annual basis.

3. No

Employment Relationship. This Agreement is not intended to create an employment relationship between

the parties. Rather, it is the parties’ intention that the Executive Chair shall be an independent contractor of the Company. The

Executive Chair shall be solely responsible for the payment or withholding of all federal, state, or local income taxes, social security

taxes, unemployment taxes, and any and all other taxes relating to the compensation he earns under this Agreement. The Executive Chair

shall not be eligible to participate in any of the Company’s employee benefit plans.

4. Compensation.

For services to be rendered in his capacity as Executive Chair and non-employee director of the Board, the Company agrees to pay the

Executive Chair the compensation set out below.

(a) Cash

Retainer. The Executive Chair shall receive an annual retainer of $170,000.

(b) Annual

Awards. The Executive Chair shall be automatically granted on the date of each Annual

Meeting immediately following which he will continue to serve as the Executive Chair, pursuant

to the USA Rare Earth, Inc. 2024 Omnibus Incentive Plan, as may be amended hereafter from

time to time (the “Equity Plan”), a number of restricted stock units (rounded

up to the nearest whole number) equal to $2,530,000 divided by the lesser of (i) the volume-weighted

average price (“VWAP”) of the Company’s common stock over the thirty

(30) day trading period ending on the grant date (or on the last preceding trading day if

the grant date is not a trading day), and (ii) the closing price of a share of the Company’s

common stock on the grant date (or on the last preceding trading day if the grant date is

not a trading day) (the “Annual Awards”). The Annual Awards described

in this Section shall be granted automatically and without further action or approval of

the Compensation Committee of the Board.

(i) Notwithstanding

the above, the first Annual Award in respect of 2026 shall be granted on July 19, 2026, and

shall be in respect of 133,353 restricted stock units, being the number of restricted stock

units as determined above that is prorated (rounded up to the nearest whole number) by a

fraction, the denominator of which is 365 and the numerator of which is (A) 365 minus (B)

46 (being the number of days in the period beginning on June 3, 2026 and ending with the

Effective Date) (the “Proration Fraction”); then further offset by multiplying

6,438 (being the number of restricted stock units granted to the Executive Chair on June

3, 2026 (which shall remain outstanding pursuant to their current terms (and, for the avoidance

of doubt, shall not be subject to any deferral)) by the Proration Fraction. Such Annual Award

shall vest in equal annual installments over three years starting with the Effective Date

subject to the Executive Chair’s continued services as Executive Chair through the

vesting dates.

(ii) The

Annual Awards granted in 2027 and onwards will vest in equal annual installments over three

years starting with the grant date subject to the Executive Chair’s continued services

as Executive Chair through the vesting dates.

Award. The Executive Chair shall be granted on July 19, 2026, 31,427 restricted stock

units, being the number of restricted stock units (rounded up to the nearest whole number)

equal to $500,000 divided by the lesser of (i) the VWAP of the Company’s common stock

over the thirty (30) day trading period ending on the grant date (or on the last preceding

trading day if the grant date is not a trading day), and (ii) the closing price of a share

of the Company’s common stock on the grant date (or on the last preceding trading day

if the grant date is not a trading day) (the “One-Time Award”). The One-Time

Award will vest in equal annual installments over three years starting with the grant date

subject to the Executive Chair’s continued services as Executive Chair through the

vesting dates.

(d) Early

Vesting. The Annual Awards and the One-Time Award (together, the “Awards”)

will vest early upon termination of services as Executive Chair, if such termination is by

the Board without “Cause” (including, for the avoidance of doubt, as a result

of the Executive Chair’s death or disability) or resignation by the Executive Chair

for “Good Reason” (as such terms are defined in the Company’s Severance

and Change of Control Protection Plan).

(e) Settlement.

Any vested Awards hereunder will be settled upon the Executive Chair’s Separation from

Service (as such term is defined in 409A).

(f) No

other compensation. The cash retainer and the Awards contemplated in this Section shall

be in lieu of any compensation payable to the Executive Chair under the Company’s Non-Employee

Director Compensation Policy.

5. Expenses.

The Executive Chair shall be entitled to receive reimbursement for all reasonable, documented business expenses incurred by the Executive

Chair in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company.

6. Restrictive

Covenants.

(a) Confidentiality.

During the course of the Executive Chair’s services to the Company, the Executive Chair

will have access to Confidential Information. For purposes of this Agreement, “Confidential

Information” means all data, information, ideas, concepts, discoveries, trade secrets,

inventions (whether or not patentable or reduced to practice), innovations, improvements,

know-how, developments, techniques, methods, processes, treatments, drawings, sketches, specifications,

designs, plans, patterns, models, plans and strategies, and all other confidential or proprietary

information or trade secrets in any form or medium (whether merely remembered or embodied

in a tangible or intangible form or medium) whether now or hereafter existing, relating to

or arising from the past, current or potential business, activities and/or operations of

the Company or any of its affiliates, including, without limitation, any such information

relating to or concerning finances, sales, marketing, advertising, transition, promotions,

pricing, personnel, customers, suppliers, vendors, and/or competitors. Subject to Sections

6(l) and 5(m) below, the Executive Chair agrees that the Executive Chair shall not, directly

or indirectly, use, make available, sell, disclose or otherwise communicate to any person,

other than in the course of the Executive Chair’s assigned duties and for the benefit

of the Company, either during his services on the Board or at any time thereafter, any Confidential

Information or other confidential or proprietary information received from third parties

subject to a duty on the Company’s and its subsidiaries’ and affiliates’

part to maintain the confidentiality of such information, and to use such information only

for certain limited purposes, in each case, which shall have been obtained by the Executive

Chair during the Executive Chair’s services on the Board. The foregoing shall not apply

to information that (i) was known to the public prior to its disclosure to the Executive

Chair; (ii) becomes generally known to the public subsequent to disclosure to the Executive

Chair through no wrongful act of the Executive Chair or any representative of the Executive

Chair; or (iii) the Executive Chair is required to disclose by applicable law, regulation

or legal process (provided that the Executive Chair provides the Company with prior notice

of the contemplated disclosure and cooperates with the Company at its expense in seeking

a protective order or other appropriate protection of such information).

(b) Noncompetition.

The Executive Chair acknowledges that (i) the Executive Chair performs services of a unique

nature for the Company that are irreplaceable, and that the Executive Chair’s performance

of such services to a competing business will result in irreparable harm to the Company,

(ii) the Executive Chair has had and will continue to have access to trade secrets and other

confidential information of the Company and its subsidiaries, which, if disclosed, would

unfairly and inappropriately assist in competition against the Company or any of its subsidiaries,

(iii) in the course of the Executive Chair’s employment by or service to a competitor,

the Executive Chair would inevitably use or disclose such trade secrets and confidential

information, (iv) the Company and its affiliates have substantial relationships with their

customers and the Executive Chair has had and will continue to have access to these customers,

and (v) the Executive Chair has generated and will continue to generate goodwill for the

Company and its subsidiaries in the course of the Executive Chair’s services on the

Board. Accordingly, during the Executive Chair’s services on the Board and for six

months following termination of services as the Executive Chair, the Executive Chair agrees

that the Executive Chair will not, directly or indirectly, own, manage, operate, control,

be employed by (whether as an employee, consultant, independent contractor or otherwise,

and whether or not for compensation) or render services to any person, firm, corporation

or other entity, in whatever form, engaged in competition with the Company or any of its

subsidiaries or in any other material business in which the Company or any of its subsidiaries

is engaged or in which they have planned to be engaged. Notwithstanding the foregoing, nothing

herein shall prohibit the Executive Chair from being a passive owner of not more than one

percent (1%) of the equity securities of a publicly traded corporation engaged in a business

that is in competition with the Company or any of its subsidiaries, so long as the Executive

Chair has no active participation in the business of such corporation. For the avoidance

of doubt, the six-month period shall commence when the Executive Chair ceases acting as Executive

Chair even if the Executive Chair remains on the Board as a non-employee director.

(i) During

the Executive Chair’s services as Executive Chair and for a period of twelve (12) months

thereafter, the Executive Chair agrees that the Executive Chair shall not, except in the

furtherance of the Executive Chair’s duties hereunder, directly or indirectly, individually

or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce

any individual or entity that is an established customer or supplier of the Company or any

of its subsidiaries with whom the Executive Chair had material contact or about whom the

Executive Chair obtained Confidential Information during the twelve (12)-month period immediately

prior to the termination of the Executive Chair’s services as Executive Chair for any

reason, to purchase goods or services then sold by the Company or any of its subsidiaries

from another person, firm, corporation or other entity, or stop supplying or purchasing,

as applicable, or decrease the amount of goods, materials or services being supplied to or

purchased from the Company or any of its subsidiaries, as applicable. For the avoidance of

doubt, the 12-month period shall commence when the Executive Chair ceases acting as Executive

Chair even if the Executive Chair remains on the Board as a non-employee director.

(ii) During

the Executive Chair’s services as Executive Chair and for a period of twelve (12) months

thereafter, the Executive Chair agrees that the Executive Chair shall not, except in the

furtherance of the Executive Chair’s duties hereunder, directly or indirectly, individually

or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce

any employee, consultant or individual independent contractor of the Company or any of its

subsidiaries to leave such employment or retention or to accept employment with or render

services to or with any other person, firm, corporation or other entity or hire or retain

any such employee, consultant or individual independent contractor, or take any action to

materially assist or aid any other person, firm, corporation or other entity in identifying,

hiring or soliciting any such employee, consultant or individual independent contractor.

Any person described in this Section 6(c)(ii) shall be deemed covered by this Section 6(c)(ii)

while so employed or retained and for a period of six (6) months thereafter. For the avoidance

of doubt, the 12-month period shall commence when the Executive Chair ceases acting as Executive

Chair even if the Executive Chair remains on the Board as a non-employee director.

(d) Non-disparagement.

Subject to Sections 6(k) and 6(l) below, the Executive Chair agrees not to make or publish

negative comments or otherwise disparage the Company or any of its affiliates or any of their

officers, directors, employees, shareholders, agents or products other than in the good faith

performance of the Executive Chair’s duties to the Company during the Executive Chair’s

services on the Board by the Company, and the Company agrees that the Company shall direct

its executive officers and directors not to make or publish negative comments or otherwise

disparage the Executive Chair other than in the good faith performance of their respective

duties to the Company while in service thereto, and upon issuing such directive, the Company

shall have satisfied its non-disparagement obligation. The foregoing will not be violated

by truthful statements in response to legal process, required governmental testimony or filings,

or administrative or arbitral proceedings (including, without limitation, depositions in

connection with such proceedings).

(e) Return

of Company Property. On the date of the termination of the Executive Chair’s services

on the Board for any reason (or at any time prior thereto at the Company’s request),

the Executive Chair shall return all property belonging to the Company or its affiliates

(including, but not limited to, any Company-provided laptops, computers, cell phones, wireless

electronic mail devices or other equipment, or documents and property belonging to the Company).

(f) Reasonableness

Of Covenants. In signing this Agreement, the Executive Chair gives the Company assurance

that the Executive Chair has carefully read and considered all of the terms and conditions

of this Agreement, including the restraints imposed under this Section 6. Executive Chair

agrees that these restraints are necessary for the reasonable and proper protection of the

Company and its affiliates and their trade secrets and confidential information and that

each and every one of the restraints is reasonable in respect to subject matter, length of

time and geographic area, and that these restraints, individually or in the aggregate, will

not prevent the Executive Chair from obtaining other suitable employment during the period

in which the Executive Chair is bound by the restraints. The Executive Chair agrees that,

before providing services, as an employee or consultant, to any entity during the period

of time that the Executive Chair is subject to the constraints in Section 6 hereof, the Executive

Chair will provide a copy of this Agreement (including, without limitation, this Section

6) to such entity, and the Company shall be entitled to share a copy of this Agreement (including,

without limitation, this Section 6) with such entity or any other entity to which the Executive

Chair performs services, and such entity shall acknowledge to the Company in writing that

it has read this Agreement. The Executive Chair acknowledges that each of these covenants

has a unique, very substantial and immeasurable value to the Company and its affiliates and

that the Executive Chair has sufficient assets and skills to provide a livelihood while such

covenants remain in force. The Executive Chair further covenants that the Executive Chair

will not challenge the reasonableness or enforceability of any of the covenants set forth

in this Section 6. It is also agreed that each of the Company’s affiliates will have

the right to enforce all of the Executive Chair’s obligations to that affiliate under

this Agreement and shall be third party beneficiaries hereunder, including without limitation

pursuant to this Section 6.

(g) Cooperation.

Upon the receipt of reasonable notice from the Company (including outside counsel), the Executive

Chair agrees that during the Executive Chair’s services on the Board and thereafter,

the Executive Chair will respond and provide information with regard to matters in which

the Executive Chair has knowledge as a result of the Executive Chair’s services on

the Board, and will provide reasonable assistance to the Company, its affiliates and their

respective representatives in defense of any claims that may be made against the Company

or its affiliates, and will provide reasonable assistance to the Company and its affiliates

in the prosecution of any claims that may be made by the Company or its affiliates, to the

extent that such claims may relate to the period of the Executive Chair’s services

on the Board (collectively, the “Claims”). The Company shall reimburse

the Executive Chair for all reasonable, out-of-pocket expenses incurred by the Executive

Chair in connection with any cooperation provided pursuant to this Section 6(g). Executive

Chair agrees that during the Executive Chair’s services on the Board by the Company

and thereafter, Executive Chair will promptly inform the Company if the Executive Chair becomes

aware of any lawsuits involving Claims that may be filed or threatened against the Company

or its affiliates. The Executive Chair also agrees to promptly inform the Company (to the

extent that the Executive Chair is legally permitted to do so) if the Executive Chair is

asked to assist in any investigation of the Company or its affiliates (or their actions)

or another party attempts to obtain information or documents from the Executive Chair (other

than in connection with any litigation or other proceeding in which the Executive Chair is

a party-in-opposition) with respect to matters the Executive Chair believes in good faith

to relate to any investigation of the Company or its affiliates, in each case, regardless

of whether a lawsuit or other proceeding has then been filed against the Company or its affiliates

with respect to such investigation, and shall not do so unless legally required. During the

pendency of any litigation or other proceeding involving Claims, the Executive Chair shall

not communicate with anyone (other than the Executive Chair’s spouse, attorneys and

tax and/or financial advisors and except to the extent that the Executive Chair determines

in good faith is necessary in connection with the performance of the Executive Chair’s

duties hereunder) with respect to the facts or subject matter of any pending or potential

litigation or regulatory or administrative proceeding involving the Company or any of its

affiliates without giving prior written notice to the Company or the Company’s counsel.

(h) Reformation.

If it is determined by a court of competent jurisdiction in any state that any restriction

in this Section 6 is excessive in duration or scope or is unreasonable or unenforceable under

applicable law, it is the intention of the parties that such restriction may be modified

or amended by the court to render it enforceable to the maximum extent permitted by law.

(i) Tolling.

In the event of any violation of the provisions of this Section 6, Executive Chair acknowledges

and agrees that the post-termination restrictions contained in this Section 6 shall, to the

maximum extent permitted by applicable law, be extended by a period of time equal to the

period of such violation, it being the intention of the parties hereto that the running of

the applicable post-termination restriction period shall be tolled during any period of such

violation.

(j) Survival

Of Provisions. The obligations contained in Section 6 shall survive the termination of

the Executive Chair’s services as the Executive Chair or on the Board, as applicable,

and shall be fully enforceable thereafter, as applicable.

(k) DTSA.

18 U.S.C. § 1833(b) provides: “An individual shall not be held criminally or civilly

liable under any federal or state trade secret law for the disclosure of a trade secret that—(A)

is made—(i) in confidence to a federal, state, or local government official, either

directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting

or investigating a suspected violation of law; or (B) is made in a complaint or other

document filed in a lawsuit or other proceeding, if such filing is made under seal.”

Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create

liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. §

1833(b). Accordingly, the parties to this Agreement have the right to disclose in confidence

trade secrets to federal, state, and local government officials, or to an attorney, for the

sole purpose of reporting or investigating a suspected violation of law. The parties also

have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding,

but only if the filing is made under seal and protected from public disclosure.

(l) Individual

Protections. Notwithstanding anything to the contrary contained herein, no provision

of this Agreement will be interpreted so as to impede the Executive Chair (or any other individual)

from (i) making any disclosure of relevant and necessary information or documents in any

action, investigation, or proceeding relating to this Agreement, or as required by law or

legal process, including with respect to possible violations of law, (ii) filing a complaint

or charge with any governmental agency, such as the U.S. Equal Employment Opportunity Commission

or a state or local fair employment practices agency, (iii) participating, cooperating, or

testifying in any action, investigation, or proceeding with, or providing information to,

any governmental agency, legislative body or any self-regulatory organization, including,

but not limited to, the Department of Justice, the U.S. Securities and Exchange Commission,

Congress, and any agency Inspector General, (iv) accepting any U.S. Securities and Exchange

Commission awards, or (v) making other disclosures under the whistleblower provisions of

federal law or regulation. In addition, nothing in this Agreement or any other agreement

or Company policy prohibits or restricts the Executive Chair from initiating communications

with, or responding to any inquiry from, any administrative, governmental, regulatory or

supervisory authority regarding any good faith concerns about possible violations of law

or regulation. The Executive Chair does not need the prior authorization of the Company to

make any such reports or disclosures and the Executive Chair will not be required to notify

the Company that such reports or disclosures have been made.

(m) Equitable

Relief And Other Remedies. The Executive Chair acknowledges and agrees that the Company’s

remedies at law for a breach or threatened breach of any of the provisions of Section 6 would

be inadequate and, in recognition of this fact, the Executive Chair agrees that, in the event

of such a breach or threatened breach, in addition to any remedies at law, the Company, without

posting any bond, shall be entitled to obtain equitable relief in the form of specific performance,

a temporary restraining order, a temporary or permanent injunction or any other equitable

remedy which may then be available, without the necessity of showing actual monetary damages

or the posting of a bond or other security.

7. Termination.

The Board and the Executive Chair may each terminate this Agreement with or without notice. Nothing contained herein or omitted herefrom

shall prevent the Board or stockholders of the Company from removing the Executive Chair as permitted under the Company’s certificate

of incorporation, bylaws and its Corporate Governance Guidelines, each as amended or modified from time to time, and by applicable law,

rule or regulation, including, without limitation, the DGCL.

8. Indemnification.

To the fullest extent permitted by applicable law and as provided in the Company’s bylaws, during the Term and for such period

thereafter as may be necessary to continue to indemnify the Executive Chair for the Executive Chair’s acts while a director or

Executive Chair of the Company in accordance with this Section 8, the Company agrees to defend and indemnify the Executive Chair against

and to hold the Executive Chair harmless from any and all claims and liabilities expenses (but excluding disputes arising under this

Agreement, and claims asserted by the Company, the Board, of any of the Company’s affiliates) asserted against the Executive Chair

for actions taken or omitted to be taken by the Executive Chair in good faith and within the scope of the Executive Chair’s responsibilities

as a director, officer or Executive Chair of the Company and its affiliates during the term of this Agreement. The Company shall cause

the Executive Chair to be provided coverage under any D&O liability insurance policies that are maintained by the Company from time

to time in the same manner as other executive officers and directors of the Company are covered.

9. Third-Party

Agreements and Rights. The Executive Chair hereby confirms that the Executive Chair is not bound by

the terms of any agreement with any previous employer or other party that restricts in any way the Executive Chair’s use or disclosure

of information (other than confidentiality restrictions (if any)) or the Executive Chair’s engagement in the Company’s business.

The Executive Chair represents to the Company that the Executive Chair’s execution of this Agreement, the Executive Chair’s

services as director of the Company and the performance of the Executive Chair’s proposed duties for the Company shall not violate

any obligations the Executive Chair may have to any such previous employer or other party. In the Executive Chair’s services to

the Company, the Executive Chair shall not disclose or make use of any information in violation of any agreements with or rights of any

such previous employer or other party, and the Executive Chair shall not bring to the premises of the Company any copies or other tangible

embodiments of non-public information belonging to or obtained from any such previous employment or other party.

10. Assignment.

The Company may assign its rights and obligations under this Agreement without the Executive Chair’s consent to any successor in

interest. This Agreement shall inure to the benefit of and be binding upon the Executive Chair and the Company, and each of the Executive

Chair’s and the Company’s respective successors, executors, administrators, heirs and permitted assigns; provided that the

services provided by the Executive Chair are of a personal nature and the Executive Chair cannot sell, convey, assign, delegate, transfer

or otherwise dispose of, directly or indirectly, any of the Executive Chair’s rights or obligations under this Agreement (and any

such purported action by the Executive Chair shall be null and void).

11. Severability.

If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of this Agreement)

shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement,

or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable,

shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent

permitted by law.

12. Survival.

The provisions of this Agreement shall survive the termination of this Agreement and/or the termination of the Executive Chair’s

services on the Board to the extent necessary to effectuate the terms contained herein.

13. Waiver.

No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party

to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall

not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

14. Notices.

Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered

in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt

requested, to the Executive Chair at the last address the Executive Chair has filed in writing with the Company or, in the case of the

Company, at its main offices, attention of the Company’s Chief Legal Officer, with a copy to legal@usare.com.

15. Section

409A. Notwithstanding anything herein to the contrary, (i) if at the time of the Executive Chair’s

separation from service with the Company he is a “specified employee” as defined in Section 409A of the Internal Revenue

Code (the “Code”) (and any related regulations or other pronouncements there under) and the deferral of the commencement

of any payments or benefits otherwise payable as a result of such separation from service is necessary in order to prevent any accelerated

or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or

benefits (without any reduction in such payments or benefits ultimately paid or provided to the Executive Chair) until the date that

is six months following his separation from service with the Company (or the earliest date as is permitted under Section 409A of the

Code) and (ii) if any other payments of money or other benefits due to the Executive Chair could cause the application of an accelerated

or additional tax under Section 409A of the Code, such payments or other benefits will be deferred if deferral will make such payment

or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits will be restructured, to the

extent possible, in a manner, determined by the Company, that does not cause such an accelerated or additional tax. The Company will

consult with the Executive Chair in good faith regarding the implementation of the provisions of this Section, provided that the Company

will not have any liability to the Executive Chair with respect of the same.

16. Governing

Law; Arbitration; Service of Process; Waiver of Jury Trial.

(a) This

Agreement, and all claims or causes of action (whether in contract, tort or statute) that

may be based upon, arise out of or relate to this Agreement, or the negotiation, execution

or performance of this Agreement (including any claim or cause of action based upon, arising

out of or related to any representation or warranty made in or in connection with this Agreement

or as an inducement to enter into this Agreement), shall be governed by, and enforced exclusively

in accordance with, the internal laws of the State of Delaware, including its statutes of

limitations.

(b) The

Executive Chair and the Company agree that all claims arising out of or relating to the Executive

Chair’s services on the Board, including its termination and the interpretation of

this Agreement, and including any claims or disputes related to discrimination or harassment

(to the extent permitted by applicable law), shall be resolved exclusively by binding arbitration

pursuant to the Federal Arbitration Act (“FAA”). The dispute will be arbitrated

in accordance with the rules of the American Arbitration Association (“AAA”)

under its existing Employment Arbitration Rules which may be found at http://www.adr.org,

and will be held in the State of Delaware. The Company shall bear the cost of the arbitrator’s

fee and the arbitration expenses, and each party in the arbitration shall bear her/its own

attorneys’ fees and legal costs; provided, however, that if the Executive Chair prevails

on a statutory claim that affords the prevailing party attorneys’ fees and costs, the

arbitrator may award reasonable attorneys’ fees and costs to the Executive Chair to

the extent permissible by applicable law. The parties agree to file any demand for arbitration

within the time limit established by the applicable statute of limitations for the asserted

claims. Failure to demand arbitration within the prescribed time period shall result in waiver

of said claims. For the avoidance of doubt, any claim or dispute of sexual assault or sexual

harassment may be pursued by the Executive Chair in arbitration pursuant to this Section

15 or in an appropriate state or federal court having jurisdiction over the claim.

party may be served with process in any manner permitted under Delaware law, or by United

States registered or certified mail, return receipt requested.

(d) BY

EXECUTION OF THIS AGREEMENT, THE PARTIES ARE WAIVING ANY RIGHT TO TRIAL BY JURY IN CONNECTION

WITH ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED ON THIS AGREEMENT.

17. No

Third-Party Beneficiaries. This Agreement is intended solely for the benefit of the parties and the

Company’s respective successors and permitted assigns and shall not confer upon any other person any remedy, claim, liability,

reimbursement, or other right. The Agreement is not intended and shall not be construed to create any third-party beneficiaries or to

provide to any third parties with any remedy, claim, liability, reimbursement, cause of action, or other right or privilege.

18. Entire

Agreement. This Agreement (together with all Exhibits attached hereto) constitutes the entire agreement

between the parties with respect to the subject matter hereof and supersedes all prior written and/or oral understandings between the

parties with regard to the subject matter hereof. For the avoidance of doubt, all Exhibits attached hereto shall be incorporated into

and form a part of this Agreement.

19. Legal

Counsel. The Executive Chair expressly acknowledges that the Company has advised the Executive Chair

to consult with independent legal counsel of the Executive Chair’s choosing to review and explain to the Executive Chair the legal

effect of the terms and conditions of this Agreement prior to the Executive Chair’s signing of this Agreement. The Company agrees

to pay directly to the Executive Chair’s counsel reasonable, documented legal fees incurred in connection with the negotiation

of this Agreement, up to $10,000.

20. Counterparts.

This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original;

but such counterparts shall together constitute one and the same document. Any counterpart may be executed by facsimile or electronic

signature and such facsimile or electronic signature shall be deemed an original.

[SIGNATURE

PAGE FOLLOWS]

WITNESS WHEREOF, the parties have executed this Agreement effective on the date and year indicated above.

USA RARE EARTH, INC.

By:

/s/ Valerie Ford Jacob

Date:

July 19, 2026

MICHAEL BLITZER

By:

/s/ Michael Blitzer

Date:

July 19, 2026

Signature

Page to Executive Chair Agreement

EX-10.3 — AMENDED AND RESTATED LOCKUP AGREEMENT DATED JUNE 3, 2026

EX-10.3

Filename: ea029849001ex10-3.htm · Sequence: 4

Exhibit 10.3

AMENDED AND RESTATED LOCK-UP AGREEMENT

THIS AMENDED AND RESTATED

LOCK-UP AGREEMENT (this “Agreement”), dated as of June 3, 2026, is made and entered into by and among USA Rare

Earth, Inc., a Delaware corporation (the “Company”), Michael Blitzer, and Barbara Humpton (and together with

any person who hereafter becomes a party to this Agreement pursuant to Section 2 or Section 7 of this Agreement, the “Securityholders”

and each, a “Securityholder”). Capitalized terms used but not defined herein shall have the respective meanings

ascribed to such terms in the Letter of Intent.

WHEREAS, the

Company is party to that certain Letter of Intent, dated as of January 25, 2026 (the “Letter of Intent”) by

and among the Company and the CHIPS Program Office of the U.S. Department of Commerce (“CPO”), pursuant to which

the Company and CPO outlined the terms of the CHIPS direct funding awards and CHIPS loans for the projects described in the Applications

(the “Transactions”);

WHEREAS, the

Company and the Securityholders are party to that certain Lock-Up Agreement, dated as of January 25, 2026 (the “Existing Agreement”),

which the Company and the Securityholders desire to amend and restate in its entirety as set forth in this Agreement;

WHEREAS, as

of the date hereof, each Securityholder is the beneficial owner of the securities set forth under their name in Exhibit B attached

hereto (the “Initial Shares”); and

WHEREAS, pursuant

to the Letter of Intent and in connection with the Transactions, the parties hereto wish to set forth herein certain understandings between

such parties with respect to restrictions on transfer of equity interests in the Company.

NOW, THEREFORE,

in consideration of the foregoing and the mutual agreements contained herein, and for other good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, the parties hereto, each intending to be legally bound hereby, hereby agree as follows:

1. Transfer

Restrictions. Subject to the exceptions set forth herein, each Securityholder agrees not to (i) sell, offer to sell, contract or agree

to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any

of the Initial Shares, any other shares of capital stock of the Company such Securityholder hereinafter beneficially owns (including shares

received via earnouts or other mechanisms) (collectively, the “Lock-Up Shares”), or any securities convertible

into or exercisable or exchangeable for Lock-Up Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole

or in part, any of the economic consequences of ownership of any Lock-Up Shares, (iii) enter into, renew, amend or increase any margin

loan, share-secured loan, derivative transaction, financing arrangement or other agreement under which any Lock-Up Shares are pledged,

rehypothecated, subject to a security interest, or otherwise used as collateral, (iv) publicly disclose the intention to do any of the

foregoing described in clauses (i)-(iii) or (v) take any action in furtherance of any of the matters described in the foregoing clauses

(i)-(iv) (the actions specified in clauses (i)-(v), collectively, “Transfer”) prior to both: (a) for

the Round Top Mine Project, achievement of Milestone 1 (Mine Design, Heap Leach Scale-Up, and Favorable Definitive Feasibility Study)

set forth in Table I of Exhibit C attached hereto; and (b) for the Stillwater Magnet Project, achievement of Milestone 1 (600 TPA

Qualified, 2,400 TPA Demand Validated) set forth in Table II of Exhibit C attached hereto (such period, the “Lock-Up

Period”).

2. Permitted Transfers. The restrictions set forth in Section 1 shall not apply to:

(i) Transfers of any securities other than the (a) Lock-Up Shares

and (b) any other equity security of the Company issued or issuable with respect to any securities referenced in clause (a) above by

way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, spin-off,

reorganization or similar transaction;

(ii) Transfers to the Company’s officers or directors, any

affiliate or family member of any of the Company’s officers or directors;

(iii) In the case of an individual, Transfers to any affiliates

or family members of the Securityholder;

(iv) Transfers to any investment funds or vehicles controlled

or managed by the Securityholder or any of its affiliates;

(v) Transfers by gift to a trust, the beneficiary of which is

a person to whom a Transfer would be permitted under Section 2(iii), or to a charitable organization;

(vi) in the case of an individual, Transfers by virtue of laws

of descent and distribution upon death of such individual;

(vii) in the case of an individual, Transfers pursuant to a qualified

domestic relations order;

(viii) Transfers to a nominee or custodian of a person to whom a

Transfer would be permitted under Section 2(iii);

(ix) Transfers in connection with any legal, regulatory or other

order;

(x) in the case of an entity that is a trust, Transfers to a

trustor or beneficiary of the trust or to the estate of a beneficiary of such trust;

(xi) in the case of an entity, Transfers by virtue of the laws

of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity;

(xii) the exercise of stock options or warrants to purchase shares

of Common Stock or the vesting of stock awards relating to shares of Common Stock and any related Transfer of shares of Common Stock

in connection therewith (x) deemed to occur upon the “cashless” or “net” exercise of such options or warrants

or (y) for the purpose of paying the exercise price of such options or warrants or for paying taxes due as a result of the exercise of

such options or warrants, the vesting of such options, warrants or stock awards, or as a result of the vesting of such shares of Common

Stock, it being understood that all shares of Common Stock received upon such exercise, vesting or transfer will remain subject to the

restrictions of this Agreement during the Lock-Up Period;

(xiii) the entry, by the Securityholder, at any time after the consummation

of the Transaction, of any trading plan providing for the sale of shares of Common Stock by the Securityholder, which trading plan meets

the requirements of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

provided, however, that such plan does not provide for, or permit, the sale of any shares of Common Stock during the Lock-Up

Period and no public announcement or filing is voluntarily made or required regarding such plan during the Lock-Up Period;

(xiv) Transfers in the event of the completion of a liquidation,

merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s securityholders having

the right to exchange their shares of Common Stock for cash, securities or other property; provided, that if such liquidation,

merger, stock exchange, reorganization or other similar transaction results in the inability of the pre-transaction equity holders to

designate or elect a majority of the board of directors (or its equivalent) of the resulting entity or its parent company, then any securities

received by such pre-transaction equity holders shall be considered Lock-Up Shares; and

(xv) in the case of securities held by any investment funds or

vehicles controlled or managed by the Securityholder or any of its affiliates, a distribution of Lock-Up Shares by such fund or vehicle

pro rata to its owners for no consideration, it being understood that any such Lock-Up Shares that remain beneficially owned by a Securityholder

or a member of such Securityholder’s immediate family following such distribution shall remain Lock-Up Shares subject to this Agreement.

provided, however, that (A) in

the case of clauses (ii) through (xi), as a prerequisite to such Transfer, such permitted transferee(s) must enter into a joinder to this

Agreement, substantially in the form of Exhibit A hereto, in order to become a “Securityholder” for purposes of this

Agreement. For purposes of this Section 2, “immediate family” shall mean a spouse, domestic partner, child (including by adoption),

father, mother, brother or sister of the Securityholder, and lineal descendant (including by adoption) of the Securityholder or of any

of the foregoing persons.

3. Termination.

This Agreement shall terminate upon the earlier of (i) the expiration of the Lock-Up Period, (ii) the termination of each of the

agreements for the CHIPS loans and the direct funding awards entered into as part of the Transactions and repayment of any and all

amounts due thereunder, (iii) the liquidation of the Company and (iv) six (6) months from the date of the Letter of Intent, should

the Transactions not be consummated.

4. Prohibited

Transfers. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of

the securities described therein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute

a violation or breach of this Agreement.

5. Beneficial

Ownership. Each Securityholder hereby represents and warrants that it does not beneficially own, directly or through its nominees

(as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares

of capital stock of the Company, or any securities convertible into or exercisable or exchangeable for any capital stock of the Company,

other than those securities specified on Exhibit B hereto.

6. Amendment.

This Agreement may be amended, supplemented or modified with respect to a Securityholder only by execution of a written instrument signed

by the Company and such Securityholder, executed in the same manner as this Agreement and which makes reference to this Agreement.

7. Entire

Agreement. This Agreement and the documents or instruments referred to herein embody the entire agreement and understanding of the

parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants

or undertakings, other than those expressly set forth or referred to herein or the documents or instruments referred to herein, which

collectively supersede all prior agreements and the understandings among the parties hereto with respect to the subject matter contained

herein.

8. Binding

Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties

hereto and their respective successors and permitted assigns. This Agreement shall not be assigned by operation of law or otherwise without

the prior written consent of the parties hereto, and any assignment without such consent shall be null and void; provided that

no such assignment shall relieve the assigning party of its obligations hereunder.

9. Governing

Law. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions

contemplated hereby, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect

to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another

jurisdiction.

10. Jurisdiction.

Any notice of noncompliance or violation, or any claim, demand, charge, action, suit, litigation, audit, settlement, complaint, stipulation,

assessment or arbitration, or any request (including any request for information), inquiry, hearing, proceeding or investigation, by or

before any federal, state, local, foreign or other governmental, quasi-governmental or administrative body, instrumentality, department

or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel

or body (a “Legal Proceeding”) based upon, arising out of or related to this Agreement or the transactions contemplated

hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have jurisdiction, in

the United States District Court for the District of Delaware and to the extent such court does not have subject matter jurisdiction,

the Superior Court of the State of Delaware), and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such

court in any such Legal Proceeding, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience

of forum, (iii) agrees that all claims in respect of the Legal Proceeding shall be heard and determined only in any such court, and (iv)

agrees not to bring any Legal Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any other

court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law or to

commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments

obtained in any Legal Proceeding, suit or proceeding brought pursuant to this Section 10.

11. WAIVER

OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED

HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY

WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT

OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

12. Counterparts.

This Agreement (and any joinder to this Agreement) may be executed and delivered (including by facsimile or other electronic transmission)

in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed

to be an original but all of which taken together shall constitute one and the same agreement.

13. Severability.

In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified

or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity,

legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity,

legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other

provision is invalid, illegal or incapable of being enforced, the parties will substitute for any invalid, illegal or unenforceable provision

a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid,

illegal or unenforceable provision.

14. Liability.

The liability of any Securityholder hereunder is several (and not joint). Notwithstanding any other provision of this Agreement, in no

event will any Securityholder be liable for any other Securityholder’s breach of such other Securityholder’s obligations under

this Agreement.

15. Amendment

and Restatement. This Agreement amends and restates the Existing Agreement in its entirety, and the Company and the Securityholders

hereby adopt this Agreement in full substitution of the Existing Agreement.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have executed

this Agreement as of the date first above written.

USA RARE EARTH, INC.

By:

/s/ Valerie Ford Jacob

Name:

Valerie Ford Jacob

Title:

Chief Legal Officer

[Signature Page to Lock-Up Agreement]

IN WITNESS WHEREOF, the parties hereto have duly executed

this Agreement as of the date first above written.

SECURITYHOLDER:

By:

/s/ Michael Blitzer

Name:

Michael Blitzer

[Signature Page to Lock-Up Agreement]

SECURITYHOLDER:

By:

/s/ Barbara Humpton

Name:

Barbara Humpton

[Signature Page to Lock-Up Agreement]

Exhibit

[Redacted]

Exhibit B

[Redacted]

Exhibit C

[Redacted]

EX-99.1 — PRESS RELEASE DATED JULY 20, 2026, ENTITLED USA RARE EARTH ANNOUNCES LEADERSHIP TRANSITION

EX-99.1

Filename: ea029849001ex99-1.htm · Sequence: 5

Exhibit 99.1

USA Rare Earth Announces Leadership Transition

Barbara Humpton to retire and Thras

Moraitis to become CEO, both effective October 1, 2026

Michael Blitzer elected Executive

Chairman, effective immediately

STILLWATER, Okla., July 20, 2026 — USA Rare Earth, Inc.

(Nasdaq: USAR) (“USAR”, “USA Rare Earth”, or the “Company”), announced today that Barbara Humpton

will retire as Chief Executive Officer and Board Director on October 1, 2026. USAR’s Board of Directors has named Thras Moraitis,

current CEO of the Serra Verde Group (“Serra Verde”) and a highly experienced operator in the rare earths industry, as Ms.

Humpton’s successor. Mr. Moraitis will assume the CEO role on October 1, 2026, following the anticipated completion of USAR’s

combination with Serra Verde by the end of August. During the interim period, Mr. Moraitis will continue to oversee the combined company’s

operations as President.

Michael Blitzer, current Chairman of USAR’s Board and significant

shareholder in the Company, has been elected Executive Chairman, effective immediately. Since its public listing, he has played a central

role in setting USAR’s strategic direction, anchoring its vision to build a global mine-to-magnet value chain and identifying organic

and inorganic growth opportunities. He also helped lead USAR’s efforts to obtain U.S. government financing, including by personally

agreeing to restrictions on the transfer of his USAR common stock until certain strategic funding release milestones under the government

financing are satisfied.

Ms. Humpton has been instrumental in steering USAR’s mine-to-magnet

strategy, overseeing company milestones that have fundamentally transformed the Western critical minerals landscape. Under her leadership,

USAR secured landmark public-private partnerships and established a global footprint spanning critical processing, metals, and magnet

capabilities. She has also helped establish a culture that attracts the best and brightest minds across the sector.

Mr. Moraitis has served as Chief Executive Officer of Serra Verde since

January 2023 and has an unparalleled track record of operational execution, strategic development and transaction leadership in the rare

earths sector. Over his tenure, Serra Verde transformed into the only large-scale producer of the four critical magnetic rare earths outside

of Asia and a pioneer of the Brazilian rare earths sector. In April 2026, Serra Verde entered into a definitive agreement to combine with

USAR, creating a platform to support the first fully integrated, Western mine-to-magnet supply chain. Prior to Serra Verde, Mr. Moraitis

served on the Executive Committee of Xstrata, led by CEO Sir Mick Davis, where he and the team grew Xstrata into a US$65B company, ultimately

selling it to Glencore in 2013.

“On behalf of the Board of Directors, I want to thank Barbara

for her leadership and contributions to USA Rare Earth – including securing landmark public-private agreements, advancing our global

mine-to-magnet strategy and building an exceptional portfolio of industry leading assets,” said Michael Blitzer, Executive Chairman

of USA Rare Earth’s Board of Directors. “With the Serra Verde combination nearing completion and our overall focus shifting

to execution, Barbara and the Board agree this is the right time for a leadership transition. Thras is among a rare group of leaders in

this industry, with a proven record of carrying companies through integration and large-scale project execution, honed over his many years

helping build Xstrata. He knows what it takes to build an industry champion, and his relentless focus on operational excellence will be

invaluable as we ramp to full production and scale. We are confident Thras is the right leader to guide USAR through this pivotal next

chapter and deliver lasting value for all our stakeholders.”

“When I joined USAR, I said this work was about being part of

a mission that matters: strengthening national security, advancing American industrial competitiveness and building the critical supply

chains required for the future,” said Ms. Humpton. “With the close of the Serra Verde transaction approaching and focus shifting

to execution, the Board and I agree this is the right time to pass the torch to Thras. I could not be more grateful to the USAR team for

what we have built, and the Board and our partners for their collaboration and commitment to those efforts. I look forward to supporting

Thras and the team, and watching them execute on the transformative work that lies ahead.”

Mr. Moraitis concluded, “I am honored and excited to take

on this role and grateful to Barbara for the strong foundation she has built. Over the past year, under Barbara’s leadership, the

company has been transformed into a leading rare earth platform with enormous potential for growth. Through the merger integration preparation,

I have become deeply familiar with USAR’s operations across all steps in the value chain, its mission-critical ambitions and the importance

of what it is building. Mike, the Board and I are all closely aligned in our vision for USAR: to create a platform comprising all components

of the rare earth value chain, with the scale and capabilities to lead this industry globally. The rare earth industry and our customers

are facing the unprecedented challenge of building secure, integrated supply chains to power the vital technologies propelling our society

forward. Together, with our team and partners around the world, we will rise to this challenge.”

Additional Details About Thras Moraitis

Prior to joining Serra Verde in 2023, Mr. Moraitis served as Chief

Development Officer and a member of the Executive Board of EuroChem Group AG. Mr. Moraitis was also a co-founder of X2 Resources, a US$5.6B

mining investment fund. He previously served as Group Head of Strategy and Corporate Affairs and as a member of the Executive Committee

of Xstrata Plc, where he was responsible for strategic development, post-acquisition integration, leadership development, external affairs

and investor relations as well as Xstrata’s technology business. He has been involved in approximately 40 transactions over the

course of his career and currently serves as an advisor to Vision Blue Resources. Mr. Moraitis holds an honors BSc in Electrical Engineering,

a postgraduate qualification in Computer Science and an MBA.

About Michael Blitzer

Michael Blitzer is a Founder and Managing Partner of Inflection Point,

the leading financial sponsor of companies at the intersection of national security, technology, and critical infrastructure. Across eight

announced or closed public listings, he has led Inflection Point’s portfolio of strategically important assets, including more than

US$5B of capital raised to catalyze growth across the portfolio. He has led billions of dollars in strategic M&A to scale portfolio

companies into public leaders in their respective industries. As the financial sponsor and Chairman of USA Rare Earth since its 2025 public

listing, Mr. Blitzer has overseen a nearly tenfold increase in market capitalization through M&A and the landmark US$1.6B public-private

partnership with the United States Government.

About USA Rare Earth, Inc.

USA Rare Earth, Inc. (Nasdaq: USAR) is building a fully integrated

rare earth and permanent magnet value chain across the United States, the United Kingdom, as well as plans for expansion in France and

Brazil. Through its ownership of Less Common Metals (LCM), one of the world’s leading producers of rare earth metals and alloys,

its magnet manufacturing capacity in Stillwater, Oklahoma, the planned acquisition of the Pela Ema mine in Brazil (subject to closing

the Serra Verde Group transaction) and the Round Top deposit in Texas, USA Rare Earth operates across the entire value chain from mining

to metal-making, alloy production and neodymium magnet manufacturing. USA Rare Earth is establishing a secure, Western supply of materials

essential to the aerospace and defense, semiconductor, energy, data center, physical AI, mobility, healthcare and other key industrial

sectors. For more information, visit www.usare.com.

Forward Looking Statements

Cautionary Note Regarding Forward Looking Statements

This press release contains “forward-looking statements”

within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements regarding USAR’s

expectations for future development, operations, strategies, transactions and financial performance. Such statements can be identified

by the fact that they do not relate strictly to historical or current facts. Words such as “anticipate,” “can,”

“continue,” “could,” “growth,” “may,” “might,” “plan,” “potential,”

“project,” “propose,” “should,” “target,” “vision,” “will,” “would”

and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not

forward-looking.

Forward-looking statements are subject to risks and uncertainties and

potentially inaccurate assumptions that could cause actual results to differ materially from our expectations, including without limitation:

risks that the proposed transactions with Serra Verde Group, Carester SAS and Texas Mineral Resources Corp. may not be consummated on

their anticipated timelines or at all; we may not realize the anticipated benefits of our proposed and prior acquisitions, including expected

synergies, financial performance, estimated earnings before interest, taxes, depreciation and amortization and, in the case of Serra Verde,

integration of operations, on the anticipated timeline or at all; the ability of our magnet manufacturing facility in Stillwater, Oklahoma

(the “Stillwater facility”) or other future magnet manufacturing facilities to commence commercial operations on the timing

and with the production capacity anticipated or at all; our limited operating history; our ability to commercially extract minerals from

the Round Top deposit in Texas on our anticipated timeline or at all; risks that we may experience delays, unforeseen expenses, increased

capital costs, and other complications in operating our business; our ability to raise necessary capital on acceptable terms or at all;

potential dilution to existing stockholders and adverse effect on our stock price if we issue additional common stock or equity-linked

securities; the volatility of our stock price; our ability to satisfy project milestones and other conditions to disbursement under our

financing arrangement with the DOC on the anticipated timeline or at all; our dependence on continued governmental support for the DOC

financing transactions, which remains subject to changes in laws, regulations, administrations and appropriations; extensive affirmative

and negative covenants, domestic content and national security guardrail provisions and ongoing reporting obligations in the DOC financing

agreements that restrict our operational and financial flexibility; the risk that defaults under the DOC funding agreements could trigger

cross-defaults across our financing arrangements; the impact of the DOC’s equity interest in us on our ability to pursue strategic

transactions and on our relationships with customers, suppliers, partners and other counterparties; the availability of rare earth oxide,

metal feedstock and other materials, utilities (including power and water) and equipment in quantities and prices that allow us to develop

and commercially operate our Stillwater facility and other facilities; our ability to meet individual customer specifications and manufacture

a consistently high quality product; fluctuations in demand for and prices of our products, including without limitation as a result of

dumping, predatory pricing and other tactics by our competitors or state actors or the overall competitive environment; our ability to

achieve positive cash flow or profitability or the ability to access cash flow within our corporate structure due to restrictions contained

in our financing agreements; our ability to convert current commercial discussions and/or memorandums of understanding with customers

for the sale of our neo magnets and other products into definitive orders; geopolitical developments or disruptions, such as changes in

the political environment, export/import or environmental policy of the People’s Republic of China, the United States or other countries

in which we operate or sell products or otherwise; limitations imposed on our business by the Chinese government; war, terrorism, natural

disasters or public health emergencies; our ability to retain or recruit key personnel; environmental, health and safety regulations;

and our ability to comply with requirements for federal, state and local government incentives and financing.

Additional risks and detailed information regarding factors that

may cause actual results to differ materially has been and will be included in our filings with the SEC. Any forward-looking statements

speak only as of the date of this report (or such other date as is specified in such statements), and USAR undertakes no obligation to

update any forward-looking statements as a result of new information or future events or developments, except to the extent required by

law.

Additional Information and Where to Find It

In connection with our business combination with Serra Verde (the “Serra

Verde Merger”), USAR filed the Preliminary Proxy Statement and, following SEC review, intends to file a definitive proxy statement

(together with any amendments or supplements thereto, the “Proxy Statement”), to be distributed to USAR’s stockholders

in connection with USAR’s solicitation of proxies for the vote by USAR’s stockholders with respect to the issuance of USAR

common stock as merger consideration and other matters described in the Proxy Statement. SVRE’s shareholders approved the merger

by written consent which was delivered concurrently with the signing of the merger agreement and will not receive a proxy statement or

prospectus. USAR also plans to file with or furnish to the SEC other relevant documents regarding the Serra Verde Merger. After SEC review

of the preliminary proxy statement is completed, the definitive Proxy Statement will be mailed to stockholders of USAR. BEFORE MAKING

ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS

THAT ARE OR WILL BE FILED WITH OR FURNISHED TO THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN

THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS.

Investors and security holders will be able to obtain free copies of

the Proxy Statement and other documents containing important information about USAR and the Serra Verde Merger, once such documents are

filed with or furnished to the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with or furnished

to the SEC by USAR will be available free of charge on USAR’s website at investors.usare.com or by contacting USAR’s Investor

Relations department by email at IR@usare.com. The information included on, or accessible through, USAR’s website is not incorporated

by reference into this communication.

Participants in the Solicitation

USAR and certain of its directors and executive officers and other

members of its management and employees may be deemed to be participants in the solicitation of proxies in respect of the Serra Verde

Merger.

Information about the directors and executive officers of USAR, including

a description of their direct or indirect interests, by security holdings or otherwise, is contained in USAR’s Preliminary Proxy

Statement. Any changes in the holdings of USAR’s securities by USAR’s directors or executive officers from the amounts described

in the Preliminary Proxy Statement will be reflected in Statements of Changes in Beneficial Ownership on Form 4 (“Form 4”)

or Annual Statements of Changes in Beneficial Ownership of Securities on Form 5 (“Form 5”) subsequently filed with the SEC

and available at the SEC’s website at www.sec.gov. Additional information regarding the interests of such participants will be contained

in the Proxy Statement when available.

No Offer or Solicitation

This communication is for informational purposes only and is not intended

to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of

any vote or approval on the Serra Verde Merger or otherwise, nor shall there be any sale of securities in any jurisdiction in which such

offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

No offer of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of

1933, as amended, or pursuant to an applicable exemption therefrom.

Investor Contact

JB Lowe

Vice President, Investor Relations

USA Rare Earth, Inc.

ir@usare.com

Media Contact

Collected Strategies

USAR-CS@collectedstrategies.com

EX-99.2 — LEADERSHIP TRANSITION EMPLOYEE NOTE DATED JULY 20, 2026, BY BARBARA HUMPTON

EX-99.2

Filename: ea029849001ex99-2.htm · Sequence: 6

Exhibit 99.2

Subject Line: Leadership Update

Team,

This morning we announced some important news about USA Rare Earth’s

leadership, and I am writing to make sure you hear directly from me. As you can read in this press release, I will be retiring as Chief

Executive Officer, effective October 1, 2026. I am excited to let you know that Thras Moraitis, current CEO of Serra Verde, will be taking

over as CEO of the Company at that time. This transition of leadership will follow the anticipated completion of our combination with

Serra Verde, which we expect to close by the end of August. I look forward to working closely with Thras, the Board and the leadership

team over the next couple of months to ensure we execute a seamless transition.

From the moment I assumed the CEO role here at USAR, I have been energized

by the opportunity to lead work of real consequence. Rare earths are incredibly important for ensuring American national security and

economic competitiveness, and it has been my honor to work with this exceptional team to meaningfully advance those efforts.

Our mine-to-magnet strategy has rapidly moved from concept to execution

and we have expanded our global footprint across critical processing, metals and magnet capabilities, furthering the readiness and continued

buildout of our domestic infrastructure. In a complex sector like this one, each milestone achieved is an essential part of a larger vision.

Our collective efforts have been validated in a number of ways, including through the landmark public-private partnership we announced

in June with the U.S. Government for up to $1.6 billion, representing the largest of its kind in our industry.

Staying true to that larger vision, our focus is now on the next step:

integration, continued operational execution, production scale-up and delivery against key milestones. Thras is a leader who holds deep

operating experience and global mining expertise. You might recall hearing from Thras when we first announced the transaction in April.

Over the last several months, Thras has developed a strong understanding of USAR’s assets, talent, and the breadth of opportunities

that lie ahead for our organization. I am confident he is the right next leader for USAR, and that you will enjoy working with him.

Effective today and as we start working through this transition process,

our Board Chairman, Mike Blitzer, has been elected Executive Chairman. Mike has been, and will continue to be, instrumental in shaping

our strategy, and he will continue working closely with the company’s executive leadership team to oversee the buildout of our platform.

There is real alignment around the consistent objective to build USA

Rare Earth into the rare earths leader for the benefit of the United States and its allies. For our team members, I want to emphasize

that this transition does not change the mission that you are helping to advance every day. It is business as usual for us, and critical

that we all stay focused on pushing USA Rare Earth forward.

This has been an incredible chapter and I deeply appreciate all of

you for your hard work, partnership and camaraderie. I look forward to closing out our time together on a high note, and to supporting

Thras and all of you as USA Rare Earth continues executing on the transformative work ahead.

Sincerely,

Barbara