USA Rare Earth has completed its merger with Texas Mineral Resources Corp, converting TMRC into a wholly owned subsidiary through a two-step transaction. TMRC shareholders received USA Rare Earth stock under a fixed exchange ratio set out in the companies' merger agreement. Shares of USA Rare Earth rose 16.5% over the past week to $19.33 as the deal closed.
USA Rare Earth, Inc. completed its merger with Texas Mineral Resources Corp. on Friday, according to a filing with the Securities and Exchange Commission. Shares of USA Rare Earth rose 16.5% over the past week to $19.33. The completion follows an Agreement and Plan of Merger signed on March 4, 2026.
A two-step merger structure
USA Rare Earth carried out the transaction through two wholly owned subsidiaries. Hamer Merger Sub, Inc. merged into Texas Mineral Resources first, making TMRC a wholly owned subsidiary of USA Rare Earth. Hamer Merger Sub, LLC then merged into the surviving company from that first step, remaining a wholly owned subsidiary of USA Rare Earth.
Share exchange terms
At the effective time of the first merger, each outstanding share of TMRC common stock — excluding shares held by dissenting shareholders and by USA Rare Earth, TMRC or their subsidiaries — converted into the right to receive 0.043279843 of a share of USA Rare Earth common stock, par value $0.0001 per share. USA Rare Earth calculated that ratio using 3,823,328 of its own shares and 88,339,693 TMRC shares outstanding on a fully diluted basis at closing. TMRC shareholders owed fractional shares received cash instead.
USA Rare Earth registered the stock issued to former TMRC shareholders under the Securities Act of 1933 through a Form S-4 registration statement, which became effective on June 29, 2026. The combined company trades on the Nasdaq under the ticker USAR and is incorporated in Delaware.
Source: Investing.com
Trading involves risk.
Risk Disclaimer
