USAR closes Texas Mineral Resources merger, issues 3.82 million shares at fixed exchange ratio

A two-step merger linking USA Rare Earth, Inc. (USAR) and Texas Mineral Resources Corp. closed August 7, 2026, with each TMRC common share converting into 0.043279843 of a USAR share based on 88,339,693 TMRC shares outstanding on a fully diluted basis at the effective time. The deal produced 3,823,328 newly issued shares of USAR common stock delivered to former TMRC holders. The share issuance was registered under a Form S-4 (File No. 333-295838) declared effective by the SEC on June 29, 2026.

Deal structure: two steps, one closing date

The merger ran through a paired sequence. Hamer Merger Sub, Inc., a wholly owned USAR subsidiary incorporated in Delaware, merged with and into TMRC first, leaving TMRC as a surviving wholly owned subsidiary of USAR. That step closed, then Hamer Merger Sub, LLC, the second wholly owned subsidiary, merged with and into the surviving entity, replacing it as the legal entity sitting directly beneath USAR on the corporate ladder.

USAR entered the merger agreement on March 4, 2026. Signing to close spanned roughly five months.

The numbers on the tape

The fixed share pool allocated to TMRC holders was 3,823,328 USAR shares. Dividing that figure by the 88,339,693 TMRC shares outstanding on a fully diluted basis at the effective time produced the final exchange ratio: 0.043279843 of a USAR share per TMRC share.

TMRC common stock carried a par value of $0.01 per share. USAR common stock carries $0.0001 per share. Holders who would have received a fractional share under the ratio instead received cash, a standard cleanup at non-round exchange ratios. Shares held by USAR, TMRC, their respective wholly owned subsidiaries, and TMRC stockholders who properly exercised dissenters' rights were excluded from the conversion.

What to watch

The 8-K was filed August 7, 2026, and signed by Valerie Ford Jacob, USAR's Chief Legal Officer. Financial statements covering TMRC's assets, required under Item 9.01 of Form 8-K, carry a separate filing deadline and had not appeared in the record at the time of this report. That subsequent filing will give investors the first look at what TMRC contributed to USAR's combined balance sheet.

USAR is incorporated in Delaware, listed on the Nasdaq Stock Market LLC, and maintains principal offices at 100 W. Airport Road, Stillwater, OK 74075.