SEC Form 3 · accession 0000905148-26-004140

USA Rare Earth, Inc. · USAR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1These securities are directly held by Serra Verde Rare Earths Ltd.
• F2These securities are directly held MVB Investment Holdings LLC.
• F3Serra Verde Rare Earths Ltd. is majority owned by MVB Investment Holdings LLC, whose sole owner is Pembroke Resources II Holdings (Cayman) LLC, whose sole owner is Denham Mining Fund LP. The general partner of Denham Mining Fund LP is Denham Mining GP LP, whose general partner is Denham Mining GP LLC. Each of the Reporting Persons disclaims beneficial ownership over the shares of Common Stock reported herein, except to the extent of their respective pecuniary interest therein, if any, and the filing of this report shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
• F4Each of Stuart D. Porter, Carl J. Tricoli, and Robert G. Still is a manager and director of Denham Mining GP LLC, but, in reliance on the "rule of three," each disclaims beneficial ownership over the securities directly held by Serra Verde Rare Earths Ltd. and MVB Investment Holdings LLC.