SCHEDULE: Major Stakeholder Group Reports USA Rare Earth Ownership

A consortium of investment entities has updated their beneficial ownership filing for USA Rare Earth, Inc., collectively holding approximately 12.5% of the company's common stock.

Summary

• This filing is a Schedule 13G, indicating a change in beneficial ownership of USA Rare Earth, Inc. common stock.
• Several entities, including Serra Verde Rare Earths Ltd., MVB Investment Holdings LLC, Pembroke Resources II Holdings (Cayman) LLC, Denham Mining Fund LP, Denham Mining GP LP, and Denham Mining GP LLC, are reporting their ownership.
• Collectively, these reporting persons hold approximately 12.5% of the outstanding common stock of USA Rare Earth, Inc.
• The total number of shares beneficially owned by the group is reported as 46,962,166, with Serra Verde Rare Earths Ltd. directly holding 46,809,526 shares and MVB Investment Holdings LLC directly holding 152,640 shares.
• The filing details the shared voting and dispositive power among the reporting persons.
• The date of the event requiring this filing is September 3, 2026.
• The percentage of class represented by the aggregate amount beneficially owned is 12.5%, based on 375,076,567 shares outstanding as of September 3, 2026.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it primarily reports changes in beneficial ownership and does not contain operational or financial performance updates.

Positives

• The filing provides clarity on a significant block of ownership in USA Rare Earth, Inc.
• The reporting persons collectively hold a substantial stake of 12.5% in the company.

Negatives

• The filing does not provide any operational or financial performance data for USA Rare Earth, Inc.
• The filing does not offer any forward-looking statements or strategic updates from the company itself.

Risks

• Concentration of ownership among a few entities could potentially influence corporate decisions or future strategic direction.
• Lack of detailed operational or financial information in this specific filing makes it difficult to assess the underlying health of USA Rare Earth, Inc.

Future Outlook

This filing does not contain any forward-looking statements or guidance from USA Rare Earth, Inc.

Management Comments

• Each 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 shares of Common Stock directly held by Serra Verde Rare Earths Ltd. and MVB Investment Holdings LLC.

Industry Context

StockSavvy.ai notes that this filing pertains to USA Rare Earth, Inc., a company operating in the critical minerals sector, specifically rare earths. Significant ownership changes or disclosures by investment funds in this industry can sometimes precede strategic shifts or reflect investor sentiment towards resource companies.

Comparison to Industry Standards

• This filing is a standard Schedule 13G, which is a common regulatory requirement for entities acquiring beneficial ownership of more than 5% of a class of a company's registered equity securities.
• The reporting of 12.5% ownership by a group of investment entities is a substantial stake, often indicating significant investor interest or influence within the rare earth mining sector.

Stakeholder Impact

• Shareholders: Increased transparency regarding significant ownership blocks may influence investor confidence and market perception.
• Management of USA Rare Earth, Inc.: The substantial ownership by the reporting group may signal potential influence on corporate strategy or board composition.

Next Steps

• The reporting persons will continue to monitor their beneficial ownership levels and file amendments to the Schedule 13G as required by SEC regulations.

Key Dates

Keywords

USA Rare Earth, Schedule 13G, Beneficial Ownership, Serra Verde Rare Earths, Denham Capital Management, Rare Earths, Mining Fund, Investment Holdings