USA Rare Earth, Inc.

ITEM 1A. RISK FACTORS

Factors that could cause the Companys actual results to differ materially from those in this report include the risk factors described in the Companys 20252024Annual Report on Form 10-KAnnual Report on Form10-K, filed with the Securities and Exchange Commission (SEC) on March 31, 2025, as supplemented by the risk factors described in the Companys Quarterly Report on Form10-Q for the quarter ended March 31, 0, 2025, filed with the SEC on May 15, 2025, and in the Companys Quarterly Report on Form10-Q for the quarter ended June 30, 2025, filed with the SEC on August 11, 20256.

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in the Companys 2024 Annual Report on Form 10-K other than and as supplemented by the risk factors described in the Companys Quarterly Report on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025, except as described in theet out in Exhibit 99.1 to the Companys Current Report on Form8-K, filed with the SEC on May13, 2026 below risk factors.

The Company is or may be subject to risks associated with strategic alliances and acquisitions.

The Company has entered into and may in the future enter into strategic alliances, including joint ventures or minority equity investments, with various third parties to further the Companys business purpose from time-to-time. These alliances could subject the Company to a number of risks, including risks associated with sharing proprietary information, non-performance by the third party and increased expenses in establishing new strategic alliances, any of which may materially and adversely affect its business. The Company may have limited ability to monitor or control the actions of these third parties and, to the extent any of these strategic third parties suffer negative publicity or harm to their reputation from events relating to their business, the Company may also suffer negative publicity or harm to its reputation by virtue of its association with any such third party.

In addition, the Company may acquire additional assets, products, technologies or businesses that are complementary to its existing business, if appropriate opportunities arise. In addition to a potential requirement for shareholder approval, the Company may also have to obtain approvals and licenses from relevant government authorities for the acquisitions and to comply with any applicable laws and regulations, which could result in increased delay and costs, and may derail its business strategy if the Company fails to do so. For example, the Companys recent announcement of its proposed acquisition of Indian Ocean Rare Metals Pte. Ltd. (IORM) requires approval from the United Kingdom (U.K.) Secretary of State under the National Security and Investment Act 2021 (NSIA). If the U.K. Secretary of State denies the Company the right to acquire IORM or requires the Company to provide additional information in order to approve the acquisition of IORM, the Company may not close the Acquisition in a timely manner or at all, (which could cause it to incur additional costs and delays to its strategic plans.

Further, future acquisitions and the subsequent integration of new assets and businesses into the Company (including the pending upcoming Business Combination) may require significant attention from the Companys management and could result in a diversion of resources from its existing business, which in turn could have an adverse effect on the Companys business operations. Acquired assets or businesses may not generate the expected financial results and may require additional investments in the acquired business after closing. Acquisitions could result in the use of substantial amounts of cash, potentially dilutive issuances of equity securities, the occurrence of significant goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business. Moreover, the costs of identifying and consummating acquisitions may be significant.

USA Rare Earth, Inc. | Q3'2025 Quarterly Report (Form 10-Qis incorporated by reference herein) | 34

Completion of the LCM Acquisition is subject to conditions, including regulatory approval, and if these conditions athere not satisfied or waived, the LCM Acquisition will not be completed within the expected timeframe, or at all.

Completion of the LCM Acquisition is subject to the satisfaction or waiver of a number of conditions set forth in the SPA. These conditions include, among others, (i) the absence of any legal impediments to the consummation of the LCM Acquisition, (ii) the parties performance, in all material respect, of their respective obligations under the SPA, (iii) the satisfaction or waiver of the closing conditions specified in the SPA, including entry into certain ancillary agreements, forms of which have been included as exhibits thave been no material changes to the SPA, (iv) subject to specified materiality standards, the accuracy of the parties respective representations and warranties as of the closing of the transactions contemplated by the SPA, (v) receipt of certain regulatory or government approvals and (vi) the absence of a Company Material Adverse Effect and Buyer Material Adverse Effect (each as defined in the SPA). We may be unable to obtain regulatory approval under the United Kingdoms National Security and Investment Act 2021 on the timing we anticipate, or at all, and the failure to obtain such approval or to otherwise satisfy or waive all of the other conditions to the closing of the LCM Acquisition as expected could delay the completion of the LCM Acquisition or prevent the LCM Acquisition from occurring. Any delay in completing the LCM Acquisition could cause us not to realize some or all of the benefits that we expect to achieve if the LCM Acquisition is successfully completed within the expected time frame. There can be no assurance that the conditions to the closing of the LCM Acquisition will be satisfied or waived or that the LCM Acquisition will be completed, or as to whether the LCM Acquisition will be completed on terms other than those set forth in the SPA as in effect as of the date of this report.

The Company may fail to realize all of the anticipated benefits of the acquisitions of LCM, including the anticipated acceleration of our mine-to-magnet strategy, on the anticipated timeline or at all.

The Company believes that there are significant benefits and synergies that may be realized through combining its existing business and the business of LCM, including accelerating its mine-to-magnet strategy and securing its access to high-quality rare-earth metal and strip cast alloy. However, the efforts to realize these benefits and synergies will be a complex process and may disrupt both companies existing operations if not implemented in a timely and efficient manner. The full benefits of the acquisition of LCM, if completed, including the anticipated synergies, growth opportunities and supply-chain benefits, may not be achieved within the time frame the Company anticipates or at all. Failure to achieve the anticipated benefits of the LCM Acquisition or to identify all the risks associated with the LCM Acquisition could adversely affect the Companys results of operations or cash flows, decrease or delay any accretive effect of the LCM Acquisition, and negatively impact the price of the Companys Common Stock and the long-term value of the Company.

In addition, the Company will be required to devote significant attention and resources to successfully align the Company and LCMs respective business practices and operations. This process and orisk factors disclosed in ther integration challenges may disrupt the  Companys business and limit the anticipated benefits of the LCM Acquisition.

The Companys success following completion of the LCM Acquisition will depend on the ability to retain LCMs existing customers and supplies, as well as the Companys ability to build relationships with new customers and suppliers.

The Companys success following completion of the LCM Acquisition will depend on the ability to retain LCMs existing customers and supplies, as well as the Companys ability to build relationships with new customers and suppliers. The announcement or completion of the LCM Acquisition may create uncertainty among the LCMs customers and suppliers, leading them to re-evaluate their business relationships. Customers may be concerned about potential changes in product offerings, pricing, service quality, or the combined companys ability to meet their needs. Suppliers may have concerns about changes in purchasing volumes, payment terms, or the combined companys financial stability.

If LCMs customers decide to reduce or discontinue their business with the combined company, it could result in a significant loss of revenue. Similarly, if suppliers decide to terminate or renegotiate their agreements, it could lead to increased costs or disruptions in the supply chain. Furthermore, following the closing of the LCM Acquisition, the Company may face challenges in integrating and harmonizing customer service and supplier management processes, which could impact the quality of relationships and the ability to achieve operational efficiencies.

USA Rare Earth, Inc. | Q3'2025 Quarterly Report (Form 10-Q) | 35

The Company and LCMs ability to build or maintain strong relationships with customers and suppliers is critical to long-term successAnnual Report on Form 10-K. Any failure to retain LCMs customers and suppliers, or to establish and maintain effective relationships with new and existing customers and suppliers, could adversely affect the Companys business, results of operations and financial condition.

The exercise of the Companys management discretion in agreeing to changes or waivers in the terms of the LCM Acquisition may result in a conflict of interest when determining whether such changes to the terms of the LCM Acquisition or waivers of conditions are appropriate and in the Companys stockholders best interest.

In the period leading up to the closing of the LCM Acquisition, events may occur that may require the Company to agree to amend the SPA, to consent to certain actions taken by LCM, or to waive rights that we are entitled to under the LCM Acquisition Agreement. Such events could arise because of changes in the course of LCMs business, a request by LCM to undertake actions that would otherwise be prohibited by the terms of the SPA, or the occurrence of other events that would have a material adverse effect on LCMs business. In any of such circumstances, it would be at the Companys discretion, acting through the board of directors, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors may result in a conflict of interest on the part of such director(s) between what he or she or they may believe is best for the Company and our stockholders and what he or she or they may believe is best for himself or herself or themselves in determining whether or not to take the requested action.