USA Rare Earth Completes Merger with Texas Mineral Resources

What Happened USA Rare Earth, Inc. (USAR) announced it completed a two-step merger with Texas Mineral Resources Corp. (TMRC) on August 7, 2026, under a Merger Agreement dated March 4, 2026. TMRC was merged into USAR’s two wholly owned merger subsidiaries such that TMRC survived as a wholly owned subsidiary of USAR.

Key Details

• Completion date: August 7, 2026; Merger Agreement dated March 4, 2026.
• Exchange ratio: each outstanding share of TMRC common stock converted into 0.043279843 shares of USAR common stock.
• Based on 88,339,693 fully diluted TMRC shares at closing, former TMRC holders received a total of 3,823,328 shares of USAR common stock (fractional shares settled for cash).
• Issuance of USAR shares to TMRC stockholders was registered under a Form S-4 (File No. 333-295838) declared effective June 29, 2026.

Why It Matters The filing confirms USAR has completed the acquisition and issued approximately 3.82 million new USAR shares to former TMRC holders, increasing USAR’s outstanding shares and adding TMRC as a wholly owned subsidiary. The transaction details (exchange ratio, cash-in-lieu for fractional shares, and S-4 registration) are material to shareholders because they affect ownership stakes, outstanding share count, and the company’s consolidated assets going forward.