Under the Agreement and Plan of Merger dated April 19, 2026 (as amended by Amendment No. 1 dated July 16, 2026 and Amendment No. 2 dated September 3, 2026), the aggregate merger consideration consisted of $300,000,000 in cash and 126,849,307 newly issued shares of USAR common stock. Based on USAR's closing share price of $19.95 on April 17, 2026, the companies announced the deal implied an equity value for Serra Verde of approximately $2.8 billion (stated more precisely in the proxy statement as an Implied Equity Value Purchase Price of $2,831 million). USAR's financial advisor, Moelis & Company LLC, performed a discounted cash flow analysis of Serra Verde using discount rates of 11.25% to 14.25%, yielding an implied enterprise value range of $3,527 million to $4,335 million and an implied equity value range of $3,413 million to $4,220 million, which Moelis compared to the $2,831 million purchase price. Moelis also ran a sum-of-the-parts DCF on USAR itself (separating its Mining and Processing business from its Metal and Magnet Making business, the latter using a terminal TEV/EBITDA multiple range of 8.0x to 11.0x informed by MP Materials' and Lynas Rare Earths' 2030E EBITDA multiples), producing an implied USAR equity value range of $3,793 million to $5,771 million, or $15.24 to $22.74 per share, versus USAR's then-market equity value of approximately $5.0 billion.

At closing, USAR issued 126,849,307 new shares to Serra Verde's shareholders and other recipients (including the U.S. International Development Finance Corporation, or DFC, in respect of cancelled warrants, OMF Fund III (F) Ltd., and certain SVRE employees and consultants), resulting in an implied pro forma USAR retained ownership of 66.3% for existing USAR shareholders, per the proxy statement's disclosure. The new shares were issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act and Regulation S. In connection with closing, USAR entered into a Registration Rights Agreement obligating it to file a resale shelf registration statement on the first business day after closing, and the recipients of merger shares signed lock-up agreements under which one-third of shares are unrestricted at closing, one-third are locked up for 90 days, and one-third are locked up for 180 days.

As part of the transaction, Merger Sub assumed SVRE's existing Finance Agreement with the DFC (as amended, the Retained Finance Agreement), providing for up to $565,000,000 of debt consisting of a $465,000,000 Initial Loan and a $100,000,000 Incremental Loan. The Initial Loan bears interest at Term SOFR (0.00% floor) plus 4.0%, has a term of up to 15 years, and is repayable in up to 49 quarterly installments, secured by a first-priority lien on substantially all assets of Merger Sub and its subsidiaries. The Incremental Loan, which had been funded before closing, was extinguished at closing when the associated DFC warrants were cancelled and converted into merger consideration.

Strategic rationale, as stated in the April 20, 2026 announcement: Barbara Humpton, then USAR's CEO, said the acquisition "represents a transformational step in delivering on our ambition to build a global champion and the partner of choice in rare earth elements, oxides, metals and magnets," noting Serra Verde's Pela Ema mine is "the only producer outside Asia capable of supplying all four magnetic rare earths at scale." Thras Moraitis, then Serra Verde's CEO, said "joining forces with USA Rare Earth accelerates the realization of our shared vision: establishing a secure, diversified global rare earth supply chain." The companies disclosed that Serra Verde was expected to achieve annualized run-rate EBITDA of $550 million to $650 million by the end of 2027 (based on roughly 4,400 metric tons per year of total rare earth oxide production after lanthanum removal, at an illustrative average basket price of approximately $190/kg), and that the combined company was expected to generate approximately $1.8 billion of annualized EBITDA by the end of 2030 with approximately 80% cash flow conversion, with pro forma liquidity of more than $3.2 billion including committed and milestone-based DFC and U.S. Department of Commerce facilities. These are company projections rather than audited results.

As part of the transaction's governance terms, Sir Mick Davis (Serra Verde's Chairman and former Xstrata plc CEO) and Thras Moraitis (Serra Verde's CEO) joined the USAR board at closing; Moraitis was named President of USAR through October 1, 2026, at which point he succeeded Humpton as CEO. VB (Rare Earths) Limited, an affiliate of Vision Blue Resources, also received a contractual right under a Board Appointment Agreement to designate one USAR director for so long as it holds at least 5% of USAR's outstanding common stock.

On the advisory side, Moelis & Company LLC acted as exclusive financial advisor and Latham & Watkins LLP as legal counsel to USA Rare Earth. Goldman Sachs & Co. LLC acted as exclusive financial advisor and White & Case LLP as legal counsel to Serra Verde. Allen Overy Shearman Sterling US LLP acted as legal counsel to the shareholders of Serra Verde. Moelis delivered a written fairness opinion dated April 19, 2026 to the USAR board concluding the merger consideration was fair to USAR from a financial point of view.

The merger agreement provided for a bifurcated termination fee payable by USAR to Serra Verde if USAR stockholders failed to approve the share issuance: $75,000,000 if the USAR board had made an adverse recommendation change prior to termination, or $25,000,000 if it had not. Closing conditions included HSR Act antitrust clearance, USAR stockholder approval of the share issuance under Nasdaq listing rules, receipt of SVRE shareholder written consent, and various third-party consents under SVRE's and USAR's existing financing arrangements, among other customary conditions, with an agreed End Date of December 31, 2026. Stockholders holding approximately 8% of USAR's outstanding shares signed Voting and Support Agreements to vote in favor of the share issuance. At USAR's August 28, 2026 special meeting, the share issuance proposal passed with 108,248,297 votes for, 1,403,269 against, and 16,879,393 abstentions.

According to the DEFM14A's background section, the transaction originated as a proposed minority investment: USAR's initial October 2025 letter of intent contemplated acquiring 49.9% of Serra Verde for $998.0 million in USAR stock, which was revised in November 2025 to $1.2475 billion (split between $247.5 million cash and $1.0 billion of stock), before the parties agreed in March 2026 to a full acquisition structure at $2.5 billion (later increased to $2.6 billion to reflect conversion of the Incremental Loan into equity, and ultimately to the final $2,831 million figure). The disclosed negotiation history does not reference any other bidders or competing offers for Serra Verde; the process appears to have been conducted bilaterally between USAR and Serra Verde's shareholder representatives.

The acquisition closed on September 3, 2026, and USAR issued a press release announcing the closing on September 4, 2026. Because the transaction has closed, this deal's status should be updated from pending-regulatory to closed.