Issuance of shares in the merger with SVRE Holdings

The matter

Holders are asked to approve the issuance of 126,849,307 shares of USAR common stock under the Agreement and Plan of Merger dated April 19, 2026 among USA Rare Earth, Inc., Middlebury Merger Sub, Ltd. and SVRE Holdings Ltd. The new shares would go to SVRE securityholders in exchange for their SVRE shares and incentive awards. The issuance only happens if the merger closes, and holders of about 8 percent of the common stock have already agreed to vote in favor.

Standard at the meeting

Majority of the votes cast

An abstention

has no effect

A broker non-vote

has no effect

Routine for brokers

no

Read from that filing/where the two differ, the filing governs/the board recommendation is context and changes no record

Intent, not a shareholder vote/weights are re-read at the cutoff, and can only fall