USA Rare Earth, Inc. (USAR) - Dilution Analysis
Visualizing historical and potential share dilution over time
Dilution Analysis
Risk Assessment Details
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
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 |