USA Rare Earth, Inc. (USAR) - Dilution Analysis

Visualizing historical and potential share dilution over time

Dilution Analysis

High Risk
Significant dilution risk
Last updated: May 14, 2026

Risk Assessment Details

Potential Dilution: 150.34% of current shares
Recent Dilution: 346.75% (2 years)
Historical Dilution Factor: significant recent dilution
Outstanding Shares
220M
Potential Supply
340M
Additional shares possible
Splits
None
Past 2 years

Summary

USAR currently has 223M outstanding shares. with significant dilution risk as 335M authorized shares could dilute existing holders by 150.3%. The company has significantly diluted shareholders by 346.75% over the past 2 years, indicating aggressive capital raising.

Share Structure Timeline

Outstanding Shares
Total Supply

Historical Data Points

Date Event Outstanding Supply
May 14, 2026

10-Q filing | 223.0M shares outstanding

220M 340M
May 13, 2026

S-3 filing: The filing is a registration statement for the primary and secondary offer and sale of shares of common stock, including shares issuable upon exercise of warrants and conversion of Series A Preferred Stock.

220M 340M
Mar 30, 2026

10-K filing | 218.0M shares outstanding

220M 300M
Jan 29, 2026

8-K filing: USA Rare Earth, Inc. closed a private placement of 69,767,442 shares of common stock for gross proceeds of approximately $1.5 billion, at a price of $21.50 per share, with the intention to use the net proceeds to accelerate the build-out of its mine-to-magnet value chain. ($1500.0M proceeds)

130M 300M
Nov 06, 2025

10-Q filing | 132.6M shares outstanding

130M 300M
Oct 06, 2025

S-1 filing: This is a secondary offering for the resale of common stock by a selling stockholder.

110M 300M
Aug 11, 2025

10-Q filing | 92.8M shares outstanding

93M 290M
Jul 10, 2025

S-1/A filing: This S-1/A filing registers the offer and sale of common stock issuable upon exercise of warrants and conversion of preferred stock, as well as the resale of common stock held by selling securityholders.

83M 290M
Jul 01, 2025

8-K filing: The Company entered into a settlement agreement and release on July 1, 2025, pursuant to which the Company agreed to issue 159,000 shares of Common Stock to DinSha Dynasty Trust and USARE OpCo and USARE OpCo agreed to pay $150,000 to Ramco.

83M 310M
Jun 17, 2025

S-1/A filing: This S-1/A filing includes information on the offer and sale by USA Rare Earth, Inc. of common stock issuable upon exercise of warrants, shares issuable to former members, shares issuable upon conversion of preferred stock, and offer and resale from time to time by the selling securityholders.

83M 310M
Jun 16, 2025

S-1/A filing: This S-1/A filing relates to the offer and resale of up to 21,428,572 shares of common stock by the selling stockholder.

83M 370M
May 20, 2025

S-1 filing: This S-1 filing relates to the offer and resale of up to 21,428,572 shares of common stock by the selling stockholder.

83M 370M
May 20, 2025

S-1 filing: This S-1 filing outlines the offer and sale by USA Rare Earth, Inc. of various securities, including common stock issuable upon the exercise of warrants and conversion of preferred stock, as well as the resale of common stock by selling securityholders.

83M 370M
May 15, 2025

10-Q filing | 83.1M shares outstanding

83M 27M
Apr 22, 2025

POS AM filing: This POS AM filing relates to shares of New USARE Common Stock underlying shares of Series A Preferred Stock and describes the undertakings of the registrant regarding liability under the Securities Act.

82M 27M
Mar 31, 2025

10-K filing | 82.0M shares outstanding

82M 27M
Mar 24, 2025

POS AM filing: This POS AM filing relates to updating the prospectus for facts or events arising after the effective date of the registration statement, including potential changes in the volume of securities offered and material information regarding the plan of distribution.

25M 27M
Mar 11, 2025

8-K filing: Inflection Point Acquisition Corp. II and USA Rare Earth, LLC entered into forward purchase agreements with Harraden Circle Investors LP, Newtyn TE Partners, LP, and L1 Capital Global Opportunities Master Fund for over-the-counter Equity Prepaid Forward Transactions.

25M 27M
Feb 05, 2025

8-K filing: Inflection Point Acquisition Corp. II and USA Rare Earth, LLC amended their Business Combination Agreement, the Sponsor Support Agreement, and terminated the Series A SPA after Inflection Point Fund pre-funded the Series A Preferred Stock Investment. ($8.5M proceeds)

25M 27M
Jan 28, 2025

8-K filing: Inflection Point Acquisition Corp. II amends a securities purchase agreement related to a business combination with USA Rare Earth, LLC, modifying the number of Series A Preferred Stock shares to be issued to Michael Blitzer in exchange for forgiving a portion of a convertible promissory note.

25M 27M
Nov 14, 2024

10-Q filing | 25.0M shares outstanding

25M 27M
Nov 13, 2024

8-K filing: Inflection Point Acquisition Corp. II amended its Business Combination Agreement with USA Rare Earth, LLC, and entered into a non-redemption agreement with Newtyn Partners, LP and Newtyn TE Partners, LP.

25M 27M
Aug 14, 2024

10-Q filing | 25.0M shares outstanding

25M 27M
May 14, 2024

10-Q filing | 25.0M shares outstanding

25M 27M
Apr 02, 2024

10-K filing | 25.0M shares outstanding

25M 27M
Nov 14, 2023

10-Q filing | 25.0M shares outstanding

25M 27M
Aug 14, 2023

10-Q filing | 25.0M shares outstanding

25M 27M
Jul 10, 2023

10-Q filing | 25.0M shares outstanding

25M 27M
Jun 05, 2023

8-K filing: Inflection Point Acquisition Corp. II consummated its initial public offering of 25,000,000 units at $10.00 per unit, generating gross proceeds of $250,000,000, and completed a private sale of 7,650,000 warrants at $1.00 per warrant, generating gross proceeds of $7,650,000. ($257.65M proceeds)

5.8M 27M
May 30, 2023

8-K filing: Inflection Point Acquisition Corp. II consummated its initial public offering of 25,000,000 units at a price of $10.00 per unit, generating gross proceeds of $250,000,000, and also completed the private sale of 7,650,000 warrants to the Sponsor and Representative at $1.00 per warrant, generating gross proceeds of $7,650,000. ($257.65M proceeds)

5.8M 27M
May 19, 2023

S-1/A filing: Inflection Point Acquisition Corp. II is offering 20,000,000 units at $10.00 per unit, each unit consisting of one Class A ordinary share and one-half of one redeemable warrant, in an initial public offering.

5.8M 27M
May 09, 2023

S-1/A filing: This S-1/A filing relates to an initial public offering of 20,000,000 units, each consisting of one Class A ordinary share and one-half of one redeemable warrant, at a price of $10.00 per unit, and a concurrent private placement of warrants.

5.8M 27M
Apr 05, 2023

S-1 filing: Inflection Point Acquisition Corp. II is offering 20,000,000 units at $10.00 per unit, each unit consisting of one Class A ordinary share and one-half of one redeemable warrant in an initial public offering.

5.8M 28M
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