STILLWATER, Okla. – July 20, 2026 (The Oklahoma Post)
If there is one thing more predictable than a USA Rare Earth (USAR) timeline slip, it is a sudden corporate pivot wrapped in the flag of “strategic transformation.”
Five months ago, this publication detailed how Stillwater’s $7 million Tax Increment Financing (TIF) gamble was staring down a March 31 development deadline with zero operating revenue, zero commercial magnets shipped, and a cratering stock price. We asked whether city officials would enforce their clawbacks or quietly kick the can down the road.
The answer, five months later, is neither clean nor simple:
- The Product: The company has produced its first commercial magnets.
- The Revenue: It has generated its first revenue though not from where the headlines suggest.
- The Restructure: It has overhauled its entire executive suite, agreed to buy a Brazilian mine for $2.8 billion, lost its top lawyer, landed on a Chinese export blacklist, and drawn a formal congressional inquiry into the Commerce Secretary’s family business.
- The Unanswered Question: All of this has unfolded while the question of whether Stillwater’s 100-job threshold was actually met remains, as far as the public record shows, unanswered.
This is an update to a thread The Oklahoma Post has followed since 2022.
A Note on Brazil and the New Boss
Full disclosure: this family has a soft spot for Brazil. Two Fila Brasileiros keep that fact planted firmly in our front yard, and there is something genuinely good about watching Washington and Brasília find a reason to work together on something as unglamorous and important as rare earth magnets.
When USA Rare Earth handed the CEO chair to Thras Moraitis, the first reaction here wasn’t skepticism, it was closer to respect. Building Xstrata into a $65 billion company and then going out to run a mine in Goiás isn’t just a résumé. It’s a fighter’s résumé. Maybe he knows a good Fila kennel and a solid steakhouse? We can make quick friends. If this were just a story about a Brazilian mining executive taking the wheel of an American manufacturer, we’d probably read the release, nod, and get back to dinner. No questions asked. Honestly, that’s most of what a story like this deserves, a passing mention over the table, two dogs underfoot, and a toast to two countries doing something harder together than either could pull off alone.
Following the Money
But this isn’t just that story. It is built on $8.2 million of Stillwater and Oklahoma’s money, committed in 2022 by a mayor who, in this outlet’s view, never fought hard enough upfront for what the city actually needed in return and who, when the questions got uncomfortable, made it personal instead of making it right. Water under the bridge. Not worth re-litigating for its own sake. But Will Joyce remains a weakling of a leader for the pioneer city of Stillwater.
What is worth following is where that money went after the handshake:
- The Executive Exit: A sudden CEO transition tied directly to a $2.8 billion Brazilian acquisition.
- The Legal Vacuum: A general counsel out the door mid-deal.
- The Midnight Amendment: A core merger agreement quietly altered days before any of it went public.
All of it is built on ground Stillwater taxpayers paid to break. Stop paying attention to that, and you’re just being lazy.
So here is where things actually stand.
The Shakeup
USA Rare Earth confirmed this morning that CEO and board director Barbara Humpton will retire, effective Oct. 1. Her successor is Thras Moraitis, currently CEO of Serra Verde Group, the Brazilian rare earth miner USAR agreed in April to acquire for approximately $2.8 billion. Moraitis will serve as president in the interim, overseeing operations of the combined company until his CEO appointment takes effect.
Michael Blitzer, the SPAC sponsor who took USAR public in March 2025 and has chaired its board since, was elected Executive Chairman, effective immediately. According to the company’s own materials, Blitzer personally agreed to restrict the transfer of his USAR common stock until specified “strategic funding release milestones” tied to the federal government’s Defense Production Act and critical mineral financing facilities are satisfied; a lock-up formalized on June 3, weeks before the leadership change was announced.
The framing, from the company, is retirement rather than removal: Humpton is thanked in the release for “securing landmark public-private agreements” and “building an exceptional portfolio of industry-leading assets.” Really?
The timing is not incidental. Both the retirement agreement and Blitzer’s executive chair agreement are dated July 19, one day before the public announcement, and four days after USAR quietly amended its merger agreement with Serra Verde to add a new closing condition tied to the survival of an offtake agreement underpinning the deal. Whether that amendment reflects routine deal-tightening ahead of an expected Q3 close, or something more fragile in the underlying commercial arrangement, is not disclosed in the filing itself.
The Revenue Story
Here is where this update needs to depart from the version of events already circulating: USA Rare Earth’s first meaningful revenue did not come from Stillwater, and it did not come from the Wheat Ridge, not Round Top, Colorado recycling facility either, despite a GlobeNewswire release this month touting the plant’s success producing dysprosium oxide and neodymium-praseodymium oxide from recycled magnet scrap.
That Wheat Ridge announcement describes sample production, a demonstration-scale proof of concept, not commercial shipment. As of the company’s most recent earnings call, in May, Wheat Ridge’s separated-oxide output was still targeted to begin in the third quarter of this year. It has not yet generated revenue.
The actual source of USAR’s revenue, we believe is Less Common Metals, the UK metal-making subsidiary the company acquired in November 2025. First-quarter 2026 revenue of $5.7 million to $6.0 million came entirely from LCM’s metal and alloy sales, skewed toward European customers. Combined with roughly $1.6 million booked in the fourth quarter of 2025, that puts trailing twelve-month revenue at approximately $7.3 million, the company’s first real top line in its history as a public company, and worth noting on its own terms. But it is a British metals business generating it, not the Oklahoma facility taxpayers subsidized, and not yet the Colorado recycling operation getting the press attention. It was the other company that had its city and country subsidize that science project. You following?
The Stillwater plant itself did hit a real milestone: Phase 1a of the magnet manufacturing line commissioned on March 26, producing the facility’s first commercial-grade magnets, three years behind the original 2023 target. The company is targeting a 600 metric-ton annual run rate by year-end, with a second phase expected to bring total capacity to 1,200 metric tons by early 2027.
The Numbers and the Serra Verde Math
USAR closed most recently in a range of roughly $15.07 to $15.73, depending on the trading session referenced, against a 52-week high of $43.98 set Oct. 13, 2025, and a 52-week low in the $10.91-to-$14.82 range depending on the data source. Market capitalization sits around $3.7 billion to $3.8 billion. Year to date, the stock is roughly flat to modestly higher, a mid-single-digit percentage gain, masking a volatile path: a January spike toward $31 on the PIPE and federal funding news, a slide to a year-to-date low of $14.23 on March 29, almost exactly as the Stillwater jobs-threshold question was coming to a head, then a second run back toward the low $30s in May before fading again through the summer.
Trailing twelve-month net loss stands at $443.3 million, with a trailing basic loss per share of $3.50. The first-quarter 2026 loss alone was $67.0 million, or 34 cents a share; adjusted for a $43.6 million non-cash fair-value charge tied to warrants and earn-outs, the underlying loss was $24.1 million, or 12 cents a share, narrower than analysts expected, which is part of why the stock’s move on the news was muted rather than punishing. Cash on hand stood at $1.75 billion as of March 31, following the $1.5 billion January PIPE, with capital expenditures of roughly $40 million in the first quarter alone, largely tied to Stillwater and the LCM buildout.
Read together: a company still losing money at a rate approaching half a billion dollars a year, sitting on close to two billion dollars in cash, now also the owner-in-waiting of a $2.8 billion Brazilian mining asset, while its original subsidized Oklahoma facility has just begun shipping product on a scale too small to register as its primary revenue source.
The deal announced April 20 has USAR acquiring 100% of Serra Verde Group, owner of the Pela Ema rare earth deposit and processing plant in Goiás, Brazil, for approximately $300 million in cash plus 126.849 million newly issued USAR shares, an equity value of roughly $2.8 billion at announcement. Existing USAR shareholders would retain about 66% of the combined company; Serra Verde’s current owners, a consortium including Denham Capital, Vision Blue Resources, Orion Resource Partners and Energy & Minerals Group, would hold the remaining 34%.
The pitch is straightforward: Serra Verde is one of the only scaled rare earth producers outside China and its allies capable of supplying all four magnetic rare earth elements, neodymium, praseodymium, dysprosium and terbium, at commercial volume, backed by a 15-year offtake agreement with government-linked price floors and a $565 million financing facility from the U.S. International Development Finance Corporation. Management has told investors the Brazilian asset alone could generate $550 million to $650 million in annualized EBITDA by the end of 2027.
Those are lofty projections from a company whose only currently producing asset, LCM, generated just $6 million in a quarter, and whose flagship domestic facility shipped its first magnet three years late.
Denham Capital, one of the primary private equity forces behind Serra Verde, is a familiar name in distressed energy situations. The firm was a lead investor and held a board seat, through founder Riaz Siddiqi, at Gradient Resources, a Reno, Nevada-based geothermal developer that raised nearly $200 million before ultimately undergoing an asset wind-down. The company had no real resource to power the geothermal project, but had taken millions in illegal retirement funds such as the Florida Firefighters Pension, and had nothing to show for the investments. Denham inserted itself into all C-suit meetings until the end. It is the exact kind of track record patient capital in capital-intensive, execution-heavy energy projects, some of which simply do not survive worth keeping in sharp focus as Denham takes its new stake in USAR’s combined company.
Further complicating the math is the July 16 amendment to the merger agreement, executed just four days before the leadership announcement. The amendment added what the filing calls an “Offtake Condition,” requiring that the April 2026 offtake agreement remain in effect and that the seller’s termination right under it lapse before the merger can officially close. That’s a brand-new barrier inserted late in the game. Whether it reflects standard closing-mechanics housekeeping or hints at a genuine point of friction in the deal’s commercial underpinning is something the filing leaves unanswered.
The General Counsel Left Too
Ten days after the merger amendment and before the CEO announcement, USA Rare Earth’s general counsel, David Kronenfeld, departed. The company disclosed on June 16 that it was ending its relationship with Kronenfeld, effective Aug. 7, with a six-month consulting transition period, a $170,625 cash severance payment equal to six months’ base salary, continued COBRA coverage, and accelerated vesting of a portion of his restricted stock units. Kronenfeld had been with the company since March 2021, longer than any of the four-plus CEOs who have cycled through since the Stillwater announcement.
A general counsel’s departure during a live nine-figure acquisition and a CEO transition is not, by itself, evidence of anything beyond what the filing states. But the sequencing, legal chief out in mid-June, merger agreement amended in mid-July, CEO and chairman roles reshuffled days after that, is the kind of cluster that belongs in the same file, not three separate ones.
China’s Export List
On June 22, China’s Ministry of Commerce added USA Rare Earth and MP Materials, along with eight other U.S. companies in defense-linked industries, to its export-control entity list, barring the export of Chinese dual-use items to those companies, effective immediately. Beijing framed the move as rtaliation for U.S. additions to the Pentagon’s list of companies linked to the Chinese military, not as a broader embargo on rare-earth trade.
It is a real and confirmed development. What it means operationally for Stillwater’s commissioning costs or timeline is not something the public record currently answers, and this piece won’t speculate on a causal chain that hasn’t been documented.
The Federal Money Gets a Federal Investigation
Separately from Oklahoma’s own accountability questions, USA Rare Earth’s financing structure has drawn direct scrutiny from Capitol Hill. After Commerce Secretary Howard Lutnick assumed his role in the administration, his family business ties remained under a microscope. Cantor Fitzgerald served as lead placement agent for USAR’s $1.5 billion January PIPE, the same raise tied to the federal government’s roughly 10% equity stake in the company and the Commerce Department’s $277 million equity-swap package finalized June 3.
Sens. Elizabeth Warren, Chris Van Hollen and Ron Wyden, joined by Rep. Zoe Lofgren, have sent formal inquiries via their respective Senate and House oversight committees since Feb. 26 to Lutnick and to Cantor’s leadership. They are asking when the Secretary became aware of Cantor’s role in the raise, whether he or the Commerce Department had any hand in selecting the firm, and demanding detail on meetings between Cantor and Commerce officials.
The same government-backed capital structure Oklahoma helped seed with $8.2 million in 2022 has grown large and entangled enough to draw sustained U.S. Senate scrutiny over who benefits when federal dollars move through a company chaired by a serial SPAC sponsor and financed in part by the sitting Commerce Secretary’s family firm.
Our March 26 reporting tracked USAR’s claim, made five days before Stillwater’s TIF development-phase deadline, that the company had reached the 100-employee threshold required to avoid a clawback of the city’s $7 million upfront assistance. That claim followed a reported 30 employees at the Stillwater facility as of Dec. 31, 2024, down from 41 the year before. The timing warranted scrutiny then. It still does.
Five months on, the public record does not resolve the question.
Loading Viewer…
What to Watch
- End of August 2026 (est.): Anticipated close of the Serra Verde combination, now conditioned on the continued effectiveness of the April offtake agreement.
- Aug. 7, 2026: Kronenfeld’s employment formally ends; six-month consulting period begins.
- Q3 2026: Wheat Ridge’s separated heavy rare earth oxide production is targeted to begin the point at which the “first revenue” story could legitimately shift to the recycling facility.
- Oct. 1, 2026: Moraitis formally becomes CEO; Humpton’s retirement is effective.
- Ongoing: Congressional document requests to Commerce and Cantor Fitzgerald over the Lutnick family conflict-of-interest questions.
- Undisclosed: Whether the City of Stillwater has independently verified USAR’s 100-employee claim, and whether the March 31 TIF development-phase deadline was met, extended, or is in default.
Four years after Governor Stitt and Mayor Joyce stood on a stage promising an American manufacturing renaissance on Airport Road, the project has become a multinational holding structure: a UK metals business supplying the only real revenue, a Brazilian mine under a $2.8 billion agreement to solve the raw-material problem Round Top still can’t, a Colorado lab producing samples rather than shipments, a fourth-plus change at the top of the org chart, an Executive Chairman whose own stock is contractually frozen until federal milestones clear, and a community still holding a $7 million first lien on a factory that, by the company’s own numbers, isn’t yet what’s paying the bills.
Mayor Joyce’s 2022 promise was domestic ore and Oklahoma jobs. The local intersections are not even improved for transports. What exists in July 2026 is neither simple nor finished, and the gap between the two is still, five years in, largely unmeasured in public.
Writing By: Robbie Robertson | Editing by Robbie Robertson
EDITOR’S NOTE:
Sources
USA Rare Earth Announces Leadership Transition, Manila Times/GlobeNewswire syndication, July 20, 2026 — https://www.manilatimes.net/2026/07/20/tmt-newswire/globenewswire/usa-rare-earth-announces-leadership-transition/2387479
USA Rare Earth Announces CEO Transition and Integration Focus, TipRanks, July 20, 2026 — https://www.tipranks.com/news/company-announcements/usa-rare-earth-announces-ceo-transition-and-integration-focus
USA Rare Earth, Inc. Form 8-K (DEFA14A exhibits: Retirement Agreement, Executive Chair Agreement, Amended and Restated Lockup Agreement, Press Release), filed July 20, 2026, SEC EDGAR — https://www.sec.gov/Archives/edgar/data/0001970622/000121390026079440/ea0298490-8k_usarare.htm
USA Rare Earth Announces Definitive Agreement to Acquire Serra Verde Group for ~$2.8 Billion, GlobeNewswire, April 20, 2026 — https://www.globenewswire.com/news-release/2026/04/20/3276796/0/en/usa-rare-earth-announces-definitive-agreement-to-acquire-serra-verde-group-for-2-8-billion-creating-the-global-rare-earth-leader.html
USA Rare Earth Amends SVRE Merger, Updates Financing (Amendment No. 1 to Agreement and Plan of Merger, July 16, 2026), TipRanks — https://www.tipranks.com/news/company-announcements/usa-rare-earth-amends-svre-merger-updates-financing
Amendment No. 1 to Agreement and Plan of Merger, full text, RealDealDocs — https://realdealdocs.com/doc/amendment-no-1-to-agreement-and-plan-of-merger-50327/
USA Rare Earth Reports First Quarter 2026 Financial Results, GlobeNewswire, May 13, 2026 — https://www.globenewswire.com/news-release/2026/05/13/3294467/0/en/usa-rare-earth-reports-first-quarter-2026-financial-results.html
USA Rare Earth (USAR) Q1 2026 Earnings Call Transcript, The Motley Fool, May 14, 2026 — https://www.fool.com/earnings/call-transcripts/2026/05/14/usa-rare-earth-usar-q1-2026-earnings-transcript/
USA Rare Earth (USAR) Q1 2026 Loss Deepens Bear Case Despite First US$5.7m Revenue, Simply Wall St, May 15, 2026 — https://simplywall.st/stocks/us/materials/nasdaq-usar/usa-rare-earth/news/usa-rare-earth-usar-q1-2026-loss-deepens-bear-case-despite-f
USA Rare Earth, Inc. 1Q 2026 10-Q Summary, TradingView — https://www.tradingview.com/news/tradingview:2a8b73b193b7f:0-usa-rare-earth-inc-1q-2026-revenue-5-7m-net-income-66-99m-eps-0-34-10-q-summary/
USA Rare Earth Finalizes Definitive Agreements with U.S. Department of Commerce, GlobeNewswire, June 3, 2026 — https://investors.usare.com/news-releases/news-release-details/usa-rare-earth-finalizes-definitive-agreements-us-department
USA Rare Earth, Inc. Form 8-K re: David Kronenfeld separation, filed June 18, 2026, SEC EDGAR — https://investors.usare.com/static-files/ce9071da-2797-44a9-93a5-878225c52f5a
General counsel transition at USA Rare Earth includes severance and RSU vesting, StockTitan — https://www.stocktitan.net/sec-filings/USAR/8-k-usa-rare-earth-inc-reports-material-event-f63f1d5512eb.html
China targets US rare earth and defence entities with export ban, Benchmark Minerals Intelligence, June 22, 2026 — https://source.benchmarkminerals.com/article/china-targets-us-rare-earth-and-defence-linked-entities-with-dual-use-export-ban
Van Hollen, Warren, Wyden Sound Alarm on Lutnick Family’s Conflicts of Interest Involving New Commerce Rare Earth Deal, Feb. 26, 2026 — https://www.vanhollen.senate.gov/news/press-releases/van-hollen-warren-wyden-sound-alarm-on-lutnick-familys-conflicts-of-interest-involving-new-commerce-rare-earth-deal
Democratic senators press Commerce Secretary Lutnick on conflict of interest concerns in USA Rare Earth deal, CNBC, Feb. 26, 2026 — https://www.cnbc.com/2026/02/26/warren-lutnick-usa-rare-earth-usar-critical-minerals.html
Warren, Wyden, Van Hollen, Lofgren Lead New Probe Into Cantor Fitzgerald, USAR After $1.6 Billion Trump Administration Deal, July 2026 — https://www.warren.senate.gov/newsroom/press-releases/warren-wyden-van-hollen-lofgren-lead-new-probe-into-cantor-fitzgerald-usar-after-1-6-billion-trump-administration-deal/
Same release via House Science Committee (Lofgren), with USAR CEO quote — https://democrats-science.house.gov/news/press-releases/lofgren-warren-wyden-van-hollen-lead-new-probe-into-cantor-fitzgerald-usar-after-16-billion-trump-administration-deal
Lock-Up Agreement between USA Rare Earth, Inc. and Inflection Point Holdings II LLC, March 13, 2025, via Justia — https://contracts.justia.com/companies/inflection-point-acquisition-corp-ii-30023/contract/1319436
Denham Capital / Gradient Resources company profile, Crunchbase — https://www.crunchbase.com/organization/gradient-resources-inc
Gradient Resources Board of Directors (Riaz Siddiqi/Denham Capital), CB Insights — https://www.cbinsights.com/company/gradient-resources/people
Geothermal Energy Developer Moves Corporate Headquarters to Reno (Gradient Resources/Denham Capital investment), Trade and Industry Development — https://www.tradeandindustrydev.com/region/nevada/news/nv-geothermal-energy-developer-moves-corporate-4249
Previous Oklahoma Post coverage:
USA Rare Earth Claims 100 Jobs at Stillwater Facility, Days Before TIF Deadline” (March 26, 2026) — https://theokpost.com/news/business/usa-rare-earth-claims-100-jobs-at-stillwater-facility-days-before-tif-deadline-and-after-stonewalling-local-press/2026/03/26/
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 and to sharing their stories, pictures, and experiences. Content on this website includes fact-checked, verified-source reporting created by The Oklahoma Post, as well as 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 those of The Oklahoma Post. The Oklahoma Post does not independently verify the accuracy of third-party contributions and relies upon contributors to fact-check their work. By sharing links and allowing open contributions, TheOKPost.com exercises its right to free speech and provides a platform for diverse perspectives.
