SCHEDULE: Newtyn Management Reports Passive Stake in USA Rare Earth

Newtyn Management and its affiliate Newtyn TE Partners report passive beneficial ownership in USA Rare Earth, Inc. common stock.

Summary

• Newtyn Management, LLC beneficially owns 444,353 shares of USA Rare Earth, Inc. Common Stock, representing 0.5% of the class.
• Newtyn TE Partners, LP beneficially owns 274,386 shares of USA Rare Earth, Inc. Common Stock, representing 0.3% of the class.
• Newtyn Management serves as the investment manager for Newtyn TE Partners, LP and Newtyn Partners, LP, aggregating their holdings.
• The beneficial ownership includes shares convertible from Series A Cumulative Convertible Preferred Stock.
• As of June 30, 2025, Newtyn TE Partners held 154,374 Series A Preferred Stock convertible into 274,386 Common Stock, and Newtyn Partners held 95,626 Series A Preferred Stock convertible into 169,967 Common Stock.
• The beneficial ownership calculation is based on 94,704,077 shares of Common Stock outstanding as of June 13, 2025.
• Preferred Investor Warrants held by Newtyn TE Partners (648,250 warrants) and Newtyn Partners (402,171 warrants) were not exercisable as of June 30, 2025, due to the underlying shares not being registered, and thus are not included in the beneficial ownership calculation.

Sentiment

Score: 5

Explanation: This is a routine Schedule 13G filing disclosing passive beneficial ownership, providing no new positive or negative information about the issuer's financial performance or strategic direction.

Risks

• Preferred Investor Warrants held by Newtyn TE Partners and Newtyn Partners were not exercisable as of June 30, 2025, because the underlying shares of Common Stock were not registered pursuant to an effective registration statement. This means potential dilution from these warrants is currently deferred but could occur upon registration.

Future Outlook

This Schedule 13G filing is a disclosure of passive beneficial ownership and does not contain forward-looking statements or guidance regarding the issuer's future performance or strategic direction.

Management Comments

• The filing includes a certification by Eugene Dozortsev, Authorized Signatory for Newtyn Management, LLC and Newtyn TE Partners, LP, stating that the securities were not acquired or held for the purpose of changing or influencing the control of the issuer, nor in connection with any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.

Industry Context

This filing is a routine disclosure of passive institutional ownership and does not provide specific insights into broader industry trends or competitive dynamics within the rare earth sector. It primarily reflects an investment position by a fund manager.

Comparison to Industry Standards

• This filing is a standard Schedule 13G, which is a regulatory requirement for passive investors holding less than 5% of a company's stock. It does not contain performance metrics or operational data that would allow for a comparison to industry benchmarks or specific comparable companies like Lynas Rare Earths or MP Materials. The disclosed ownership percentages (0.5% and 0.3%) are typical for passive, non-controlling stakes by investment firms.

Stakeholder Impact

• Primarily informational for existing and potential shareholders, confirming the passive investment position of Newtyn Management and its affiliates in USA Rare Earth, Inc.

Next Steps

• The filing does not specify any future actions, events, or milestones for the issuer or the reporting persons beyond the ongoing passive investment.

Key Dates

Keywords

USA Rare Earth, Newtyn Management, Newtyn TE Partners, Schedule 13G, Beneficial Ownership, Common Stock, Preferred Stock, Warrants, Investment Management, SEC Filing, Passive Investment