STILLWATER, Okla. — March 06, 2026 (The Oklahoma Post)
Twenty-four hours after USA Rare Earth announced a $73 million stock acquisition while ignoring Stillwater’s March 31 deadline, Democratic senators Elizabeth Warren, Chris Van Hollen, and Ron Wyden publicly confirmed what The Oklahoma Post has been investigating for months: the entire USA Rare Earth government funding structure is riddled with conflicts of interest involving Commerce Secretary Howard Lutnick’s family and Trump megadonors.
In a letter dated February 25 and obtained by CNBC, the senators revealed that Cantor Fitzgerald—now run by Lutnick’s sons Brandon and Kyle after he transferred his stake to them through family trusts—served as “lead placement agent” for USA Rare Earth’s $1.5 billion PIPE transaction in January 2026. That PIPE was required to unlock the $1.6 billion Commerce Department Letter of Intent that Lutnick’s agency issued.
Translation: The Commerce Secretary’s sons’ firm got paid to raise the private money USA Rare Earth needed to qualify for government money from their father’s agency.
“We have serious concerns about the Commerce Department’s decision to enter this deal in which your former firm, run by your sons, has a clear financial interest,” the senators wrote to Lutnick.
Market Reaction: Stock Down 5.52% As Conflict Revelations Go Public
USA Rare Earth stock fell 5.52% to $18.04 on Thursday, March 6, 2026—the day the Democratic senators’ letter became public through CNBC reporting. The one-week chart shows a clear decline from $21.09 on March 2 to $18.04 by market close Thursday, a 14.5% drop over seven days.
The market is pricing in political risk. When three U.S. senators publicly question whether a $1.6 billion government funding commitment was “made free from conflicts of interest and on the merits,” investors notice. The stock chart tells the story: every revelation about USA Rare Earth’s financing structure, broken promises, and insider dealings has been met with selling pressure.
The company is now down 59% from its October 2025 peak of $43.98 despite announcing $3.1 billion in combined government and private funding. That’s not normal market behavior for a company that just secured billions in capital commitments. That’s a market that doesn’t believe the funding will materialize or that the business model works even if it does.
The one-week decline accelerated precisely when the conflict of interest story broke. On March 2, the stock traded at $21.09. By March 6, after CNBC published the senators’ letter, it closed at $18.04. The market is telling you what analysts won’t say publicly: this deal smells bad, and the political risk is real.
The Oklahoma Post Has Been Documenting This Pattern
The Oklahoma Post has been documenting USA Rare Earth’s pattern of broken promises to Stillwater for some time. We reported the circular SPAC financing involving Chairman Michael Blitzer. We exposed the five-year timeline of production delays. We revealed the Supreme Court ruling that invalidated the tariff structure the business model depends on. We documented Mayor Will Joyce’s refusal to provide transparency about the approaching March 31 TIF deadline.
Now three U.S. senators are confirming that the federal money USA Rare Earth is counting on came through a structure where the Commerce Secretary’s family firm profited from arranging the private funding required to unlock the public funding.
The Cantor Fitzgerald Connection
Howard Lutnick stepped down as chairman and CEO of Cantor Fitzgerald in 2025 to become Commerce Secretary. His son Brandon became chairman. His son Kyle became executive vice chairman. Lutnick transferred his Cantor stake to his sons and other adult children through trusts controlled by Brandon.
USA Rare Earth needed to raise at least $500 million in private funding to qualify for the Commerce Department’s $1.6 billion Letter of Intent. The company selected Cantor Fitzgerald as “lead placement agent” for the PIPE transaction that ultimately raised $1.5 billion.
Placement agents in PIPE transactions typically:
- Sell discounted shares to restricted pools of investors
- Receive fees for arranging the capital raise
- Collect compensation based on the size of the transaction
The senators’ letter makes the conflict explicit: “If the PIPE funds were raised under these circumstances, then it appears that, in order to secure public funds from the government agency you lead, USAR paid your family’s company to raise matching private funds.”
USA Rare Earth needed private money to get public money. The Commerce Secretary’s sons’ firm arranged the private money. The Commerce Secretary’s agency provided the public money. The Commerce Secretary’s sons’ firm got paid for the arrangement.
This is the definition of a conflict of interest.
The Trump Megadonor Investors
The senators’ letter also reveals that the $1.5 billion PIPE included investments from financial firms led by major Trump campaign and inaugural donors:
Stephen Schwarzman (Blackstone co-founder/CEO): Donated to Trump’s super PAC
Ken Griffin (Citadel founder): Gave to Trump’s 2025 inaugural committee
Steven Cohen (Point72 Asset Management founder): Donated to Trump’s first-term inauguration
“It is unclear how or why these supporters of the Trump administration became involved in the USAR PIPE, or the extent to which they were aware of the Commerce Department’s direct investment in USAR,” the senators wrote.
Citadel spokesperson Zia Ahmed told CNBC that “The USA Rare Earth investment was made by a Citadel-managed fund, not by Ken Griffin personally.” That’s a legal distinction without much practical difference when evaluating conflicts of interest.
The pattern is clear: Trump megadonors invested in USA Rare Earth’s PIPE transaction at the same time the Trump Commerce Department was issuing a $1.6 billion Letter of Intent to the company. The Commerce Secretary’s sons’ firm arranged the transaction and collected fees.
Whether any of this violates specific federal ethics laws is a question for prosecutors. Whether it passes the smell test is obvious to anyone paying attention.
What The Oklahoma Post Has Been Reporting
Our investigation into USA Rare Earth has documented a pattern of deception, broken promises, and questionable financing spanning five years:
Timeline Fraud:
- 2021: Internal projections promise Stillwater production late 2021
- 2022: Stillwater/Oklahoma invest $8.2M based on “2023 production” promise
- 2023-2026: Production continuously delayed, still zero revenue February 2026
- Five years of “next quarter” promises with no commercial output
SPAC Circular Financing:
- Chairman Michael Blitzer’s SPAC takes USAR public (March 2025)
- Blitzer personally sells $32.95M stock at $15.75/share (August 2025)
- Blitzer’s SPAC anchors $1.5B PIPE at $21.50/share (January 2026)—36% higher
- Existing shareholders diluted while Blitzer cashed out low, then bought in high through his SPAC
Stillwater Accountability Gap:
- $7M TIF investment (2022) based on 2023 production promise
- March 31, 2026 development deadline 25 days away
- Mayor Will Joyce: zero public updates on compliance
- Job creation unconfirmed (100-employee threshold required to avoid state clawbacks)
- Infrastructure burden already imposed (streets, waste, utilities, data center, transmission lines)
- Anonymous whistleblower audit request (May 2025): no response after 9 months
Supreme Court Invalidates Business Model:
- February 20, 2026: Court rules Trump’s IEEPA tariffs unconstitutional
- USAR’s investment thesis depended on tariff-protected markets
- Company must now compete against Chinese rare earths without price protection
- MP Materials has DoD contract with $110/kg price floor; USAR has no such protection
Now add to this pattern: the Commerce Secretary’s family firm profited from arranging the private funding required to unlock public funding from the Commerce Secretary’s agency, with participation from Trump megadonors.
The Questions Senators Are Asking
Warren, Van Hollen, and Wyden’s letter requests specific information:
When did Lutnick become aware of Cantor’s representation of USA Rare Earth in the fundraising round?
If he knew before Commerce issued the Letter of Intent, that’s a clear conflict. If he didn’t know, that suggests inadequate disclosure or coordination within his own department.
Did Lutnick or Commerce Department officials have any involvement in the PIPE transaction?
Any involvement creates obvious conflict-of-interest problems given Cantor’s role as placement agent.
What due diligence did Commerce conduct on USA Rare Earth’s business model and financial viability?
This is the key question. Did Commerce evaluate whether USAR can actually succeed without permanent subsidies? Did they assess the five-year track record of missed timelines and zero revenue? Did they consider the Supreme Court ruling that invalidated the tariff protection the business model depends on?
How were Trump donor-led firms selected as PIPE investors?
Were Schwarzman, Griffin, and Cohen approached by Cantor? Did they approach USA Rare Earth independently? Were they aware of the Commerce Department commitment when they invested?
The senators gave Lutnick until March 11, 2026 to respond.
What This Means for Stillwater
For Stillwater taxpayers who invested $7 million in 2022, the senators’ revelations add another layer of concern to an already troubling situation.
The city committed public money based on promises of 2023 production and 100+ jobs. Four years later, production hasn’t started and job creation remains unconfirmed. The March 31 deadline is 25 days away with no public updates from Mayor Joyce.
Now it turns out the federal funding USA Rare Earth is counting on—the $1.6 billion that was supposed to validate the company’s viability—came through a process involving the Commerce Secretary’s family firm and Trump megadonors.
If the Commerce Department funding was driven by political considerations or conflicts of interest rather than merit-based evaluation of the company’s actual prospects, that raises serious questions about whether Stillwater’s investment will ever generate returns.
USA Rare Earth has:
- Zero revenue after five years
- Production facilities years behind schedule
- Ore grades 100x worse than competitors
- No price floor or guaranteed purchases (unlike MP Materials)
- A business model invalidated by Supreme Court tariff ruling
- Going concern warnings from auditors
- Four CEOs in three years
- Stock down 59% from October 2025 peak despite $3.1B in funding
And now: government funding arranged through a process involving the Commerce Secretary’s sons’ firm and Trump campaign donors.
The pattern suggests USA Rare Earth is less a viable business than a vehicle for extracting government subsidies while enriching insiders.
The Permanent Subsidy Model Clarified
The senators’ letter inadvertently clarifies what USA Rare Earth actually is: not a mining company trying to become profitable, but infrastructure the government has decided must exist regardless of economics or conflicts of interest.
MP Materials secured Defense Department contracts with price guarantees because the company demonstrated execution: hitting production targets, creating jobs, and operating profitably. The subsidies came after performance.
USA Rare Earth secured Commerce Department commitments before demonstrating any commercial viability. The subsidies came first, based on promises rather than execution. And those subsidies came through a process involving the Commerce Secretary’s family firm and major political donors.
This is the permanent subsidy model made explicit: government picks winners based on political connections rather than commercial merit, then structures deals that benefit insiders while imposing costs on taxpayers.
Stillwater taxpayers are learning this lesson at a cost of $7 million plus ongoing infrastructure burdens. American taxpayers might learn it at a cost of $1.6 billion if the Commerce Department funding materializes.
Mayor Joyce’s Silence Becomes More Troubling
Mayor Will Joyce championed the USA Rare Earth deal in June 2022, speaking in favor of the $7 million TIF at the Stillwater Economic Development Authority meeting and co-hosting the public announcement with Governor Stitt.
Since then: silence. No updates on production timelines. No confirmation of job creation. No transparency about March 31 deadline compliance. No public acknowledgment of the infrastructure costs already imposed on Stillwater.
When The Oklahoma Post filed FOIA requests in May 2025, Joyce refused to provide records. When our reporting documented the pattern of broken promises, Joyce attacked the messenger rather than addressing the substance.
Now three U.S. senators are raising the same concerns about USA Rare Earth that The Oklahoma Post has been documenting for months. The difference is that Warren, Van Hollen, and Wyden have subpoena power and oversight authority that local journalists don’t.
Joyce’s continued silence while federal senators investigate conflicts of interest in the same deal Stillwater invested $7 million in suggests either:
- He doesn’t understand the seriousness of the senators’ allegations
- He understands but hopes the March 31 deadline passes without enforcement
- He’s negotiating privately with USA Rare Earth to extend deadlines while avoiding public disclosure
None of those options reflect well on transparent governance.
Stillwater taxpayers deserve answers:
- Has USA Rare Earth met the March 31 development milestones?
- How many jobs have been created toward the 100-employee threshold?
- When will commercial production begin?
- What infrastructure costs has the city incurred beyond the $7M TIF?
- Will the city enforce clawback provisions if deadlines are missed?
The senators’ letter proves these aren’t just local accountability questions. They’re part of a national pattern of conflicts of interest and political favoritism in government industrial policy.
Follow The Money
From Stillwater taxpayers ($7M) to a company with zero revenue and five years of broken promises.
From Oklahoma taxpayers ($1.2M + contingent millions) to a facility that still hasn’t produced a commercial magnet.
From federal taxpayers ($1.6B Letter of Intent) through a Commerce Department headed by a secretary whose sons’ firm profited from arranging the required private funding.
From Trump megadonors (Schwarzman, Griffin, Cohen) into a PIPE transaction at the same time Commerce issued its funding commitment.
From Chairman Michael Blitzer’s personal stock sales at $15.75 (August 2025) to his SPAC anchoring the PIPE at $21.50 (January 2026).
Every layer reveals the same pattern: insiders extracting value while taxpayers bear costs and risks.
Democratic senators are now asking the questions The Oklahoma Post has been asking for months. The difference is that their investigation has federal authority and national media attention.
The stock market is voting with a 5.52% decline the day the senators’ letter went public. Investors see the political risk. They don’t believe the funding will materialize or the business model works even if it does.
For Stillwater, the implications are clear: the $7 million bet on USA Rare Earth wasn’t just based on a company’s broken promises. It was part of a national scheme involving conflicts of interest at the highest levels of government.
The March 31 deadline is 25 days away. Mayor Joyce stays silent. The Commerce Secretary’s sons’ firm collected fees. Trump donors invested in the PIPE. USA Rare Earth announced a $73 million Texas acquisition while providing zero updates to Stillwater. And the stock dropped 5.52% when the conflict of interest investigation became public.
Three U.S. senators are demanding answers about whether “federal investments in critical industries” were “made free from conflicts of interest and on the merits.”
The Oklahoma Post has been reporting that they weren’t. Now senators are investigating whether we’re right. And the market is saying we are.
Writing By: Robbie Robertson | Editing by Robbie Robertson
Editor’s Note:
Sources
TMRC Acquisition:
USA Rare Earth: “USA Rare Earth to Acquire Texas Mineral Resources Corporation” (March 5, 2026) GlobeNewswire press release
MP Materials DoD Contract Structure:
MP Materials: “MP Materials Announces Transformational Public-Private Partnership with the Department of Defense” (July 10, 2025) https://investors.mpmaterials.com/investor-news/news-details/2025/MP-Materials-Announces-Transformational-Public-Private-Partnership-with-the-Department-of-Defense-to-Accelerate-U-S–Rare-Earth-Magnet-Independence/default.aspx
Bipartisan Policy Center: “DOD Bets Big on Rare Earth Elements” (October 25, 2025) https://bipartisanpolicy.org/article/dod-bets-big-on-rare-earth-elements/
USA Rare Earth Financial Performance:
USA Rare Earth Q3 2025 Form 10-Q USA Rare Earth Form 10-K (March 31, 2025)
Supreme Court Tariff Ruling:
Learning Resources, Inc. v. Trump, 607 U.S. ___ (2026) https://www.supremecourt.gov/opinions/25pdf/24-1287_4gcj.pdf
Stillwater Subsidies and Accountability:
Oklahoma Department of Commerce: “Governor Stitt, Department of Commerce Secure First Domestic Rare Earth Metal and Magnet Manufacturing Facility” (June 9, 2022) https://www.okcommerce.gov/governor-stitt-department-of-commerce-secure-first-domestic-rare-earth-metal-and-magnet-manufacturing-facility/
The Oklahoma Post: “$8.2 Million from Oklahoma, $277 Million from Feds, Zero Dollars in Revenue: The USA Rare Earth Math Problem” (February 2026)
The Oklahoma Post: “The Foundation Just Cracked: Supreme Court Kills Tariffs That Justified USA Rare Earth’s Rise” (February 2026)
Participants in the Solicitation
USAR, TMRC and certain of their respective directors and executive officers and other members of their respective management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction.
Information about the directors and executive officers of USAR, including a description of their direct or indirect interests, by security holdings or otherwise, is contained in the sections entitled “Management” and “Beneficial Ownership of Securities” of USAR’s final prospectus dated February 11, 2026, filed with the SEC on February 12, 2026, and which is available free of charge at the SEC’s website at www.sec.gov, and at the following URL: https://www.sec.gov/Archives/edgar/data/1970622/000121390026015109/ea0269018-03.htm#T99111. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.
Information about the directors and executive officers of TMRC, including a description of their direct or indirect interests, by security holdings or otherwise, is contained in Part III of TMRC’s Annual Report on Form 10-K for the year ended August 31, 2025, filed with the SEC on November 28, 2025, as amended on December 23, 2025, and which is available free of charge at the SEC’s website at www.sec.gov, and at the following URL: https://www.sec.gov/Archives/edgar/data/1445942/000199937125021159/tmrc-10ka_083125.htm#tmrc10kaa001. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.
Senate Investigation:
Spencer Kimball, CNBC: “Democratic senators press Commerce Secretary Lutnick on conflict of interest concerns in USA Rare Earth deal” (February 26, 2026, published 10:01 AM EST)
Letter from Senators Elizabeth Warren (D-MA), Chris Van Hollen (D-MD), and Ron Wyden (D-OR) to Commerce Secretary Howard Lutnick (dated February 25, 2026, obtained by CNBC)
Stock Performance:
NASDAQ: USA Rare Earth, Inc. (USAR) real-time pricing (March 6, 2026) Yahoo Finance market data
TMRC Acquisition:
USA Rare Earth: “USA Rare Earth to Acquire Texas Mineral Resources Corporation” (March 5, 2026) GlobeNewswire press release
Previous Oklahoma Post Coverage:
“USA Rare Earth Buys Out Minority Partner for $73 Million While Stillwater Waits for Jobs: The Permanent Subsidy Model Becomes Clear” (March 6, 2026)
“The Foundation Just Cracked: Supreme Court Kills Tariffs That Justified USA Rare Earth’s Rise” (February 2026)
“$8.2 Million from Oklahoma, $277 Million from Feds, Zero Dollars in Revenue: The USA Rare Earth Math Problem” (February 2026)
“Stillwater’s Magnet USAR Facility Deal: Wall Street Wins, Oklahoma Loses” (May 16, 2025)
Support Independent Journalism
At The Oklahoma Post, we report on stories that others overlook; from local courtrooms to statewide accountability. We rely on reader support to stay independent. Your contribution helps keep the public informed. If you’d like to help us keep publishing local voices and independent reporting, consider making a one-time donation today. Every contribution makes a difference.
Got evidence, events, birthdays, obits or inside info?
Email The Oklahoma Post confidentially: editor@theokpost.com
And for the record: unlike the courthouse clique, The Oklahoma Post runs on facts, not dark money.
© 2026 The Oklahoma Post |
By The People’s Popular Paper | Oklahoma Special Report
2026 -The Oklahoma Post – TheOKPost.com is dedicated to delivering relevant news and information to Oklahomans, sharing their stories, pictures, and experiences. The content on this website includes contributions from various individuals and links to external public and privately owned sources. The views and opinions expressed in user-generated content are solely those of the respective authors and do not necessarily reflect The Oklahoma Post. The Oklahoma Post does not independently verify the accuracy of third-party contributions and rely upon contributors to fact-check their work. By sharing links and allowing open contributions, TheOKPost.com exercises the right to free speech and providing a platform for diverse perspectives.
