Texas Mineral Resources Corp. 8-K

What Happened
Texas Mineral Resources Corp. (TMRC) filed an 8-K reporting that at a Special Meeting of Stockholders on July 28, 2026, its stockholders approved the Merger Proposal under an Agreement and Plan of Merger dated March 4, 2026. The merger agreement is among USA Rare Earth, Inc. (USAR), TMRC, Hamer Merger Sub, Inc., and Hamer Merger Sub, LLC, under which TMRC will become a wholly owned subsidiary of USAR once the merger closes.

Key Details

• Record date: June 2, 2026; total outstanding shares entitled to vote: 88,339,693.
• Shares present or represented at the meeting: 50,803,815 (≈57.5% of outstanding), constituting a quorum.
• Vote tally on the Merger Proposal: FOR 50,053,327; AGAINST 550,821; ABSTAIN 199,667.
• Adoption required affirmative vote of a majority of all outstanding shares; failures to vote, broker non-votes, and abstentions were treated the same as votes “AGAINST.”

Why It Matters
Shareholder approval is a required and material step toward completing the merger; with the Merger Proposal approved, TMRC is authorized to proceed toward closing under the Merger Agreement. For investors, this outcome means TMRC will transition to being a wholly owned subsidiary of USA Rare Earth if remaining closing conditions are met — shareholders should review the merger agreement and future filings for terms of the consideration, closing conditions, and timing.