TMRC · DyTb, LLC
Substantial doubt about the company's ability to continue as a going concern.
“Based on these factors, there is substantial doubt as to the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of these financial statements.”View the 10-Q filed Jun 30, 2026
Trades by corporate insiders — officers, directors and holders of more than 10% of the shares — disclosed to the SEC on Forms 4 and 5. Form 3 supplies initial ownership rather than a trade; Form 4 must be filed within two business days of the trade.
| Date | Insider | Role | Type | Security | Shares |
|---|---|---|---|---|---|
| 2026-08-07 | Mathers William C |
CFO |
Other↓
Filing footnotes — Common Stock (Direct)
The shares were disposed of pursuant to the Agreement and Plan of Merger, dated March 4, 2025 (the "Merger Agreement"), by and among Texas Mineral Resources Corp. (the "Issuer"), USA Rare Earth, Inc. ("Parent"), Hamer Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("First Merger Sub") and Hamer Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Second Merger Sub"). Pursuant to the Merger Agreement, on August 7, 2026, First Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of Parent (the "First Merger") and promptly thereafter, the Issuer merged with and into Second Merger Sub, with Second Merger Sub surviving the second merger as a wholly owned subsidiary of Parent named DyTb, LLC. Pursuant to the terms of the Merger Agreement, each share of the Issuer's common stock (other than certain excluded shares) outstanding immediately prior to the effective time of the First Merger converted into the right to receive 0.043279843 shares of common stock of Parent and cash payable in lieu of fractional shares. |
Common Stock
|
448,454 |
| 2026-08-07 | Beigle Jonathan Scott |
Director |
Other↓
Filing footnotes — Common Stock (Direct)
The shares were disposed of pursuant to the Agreement and Plan of Merger, dated March 4, 2025 (the "Merger Agreement"), by and among Texas Mineral Resources Corp. (the "Issuer"), USA Rare Earth, Inc. ("Parent"), Hamer Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("First Merger Sub") and Hamer Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Second Merger Sub"). Pursuant to the Merger Agreement, on August 7, 2026, First Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of Parent (the "First Merger") and promptly thereafter, the Issuer merged with and into Second Merger Sub, with Second Merger Sub surviving the second merger as a wholly owned subsidiary of Parent named DyTb, LLC. Pursuant to the terms of the Merger Agreement, each share of the Issuer's common stock (other than certain excluded shares) outstanding immediately prior to the effective time of the First Merger converted into the right to receive 0.043279843 shares of common stock of Parent and cash payable in lieu of fractional shares. |
Common Stock
|
60,767 |
| 2026-08-07 | Malhotra Deepak |
Director |
Other↓
Filing footnotes — Common Stock (Direct)
The shares were disposed of pursuant to the Agreement and Plan of Merger, dated March 4, 2025 (the "Merger Agreement"), by and among Texas Mineral Resources Corp. (the "Issuer"), USA Rare Earth, Inc. ("Parent"), Hamer Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("First Merger Sub") and Hamer Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Second Merger Sub"). Pursuant to the Merger Agreement, on August 7, 2026, First Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of Parent (the "First Merger") and promptly thereafter, the Issuer merged with and into Second Merger Sub, with Second Merger Sub surviving the second merger as a wholly owned subsidiary of Parent named DyTb, LLC. Pursuant to the terms of the Merger Agreement, each share of the Issuer's common stock (other than certain excluded shares) outstanding immediately prior to the effective time of the First Merger converted into the right to receive 0.043279843 shares of common stock of Parent and cash payable in lieu of fractional shares. |
Common Stock
|
244,796 |
| 2026-08-07 | Marchese Anthony G. |
Director |
Other↓
Filing footnotes — Common Stock (Indirect)
The shares were disposed of pursuant to the Agreement and Plan of Merger, dated March 4, 2025 (the "Merger Agreement"), by and among Texas Mineral Resources Corp. (the "Issuer"), USA Rare Earth, Inc. ("Parent"), Hamer Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("First Merger Sub") and Hamer Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Second Merger Sub"). Pursuant to the Merger Agreement, on August 7, 2026, First Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of Parent (the "First Merger") and promptly thereafter, the Issuer merged with and into Second Merger Sub, with Second Merger Sub surviving the second merger as a wholly owned subsidiary of Parent named DyTb, LLC. Pursuant to the terms of the Merger Agreement, each share of the Issuer's common stock (other than certain excluded shares) outstanding immediately prior to the effective time of the First Merger converted into the right to receive 0.043279843 shares of common stock of Parent and cash payable in lieu of fractional shares. The reporting person serves as general partner and chief investment officer of Insiders Trend Fund, LP. |
Common Stock
(I)
|
2,024,040 |
| 2026-08-07 | WALL CECIL C |
Director |
Other↓
Filing footnotes — Common Stock (Indirect)
The shares were disposed of pursuant to the Agreement and Plan of Merger, dated March 4, 2025 (the "Merger Agreement"), by and among Texas Mineral Resources Corp. (the "Issuer"), USA Rare Earth, Inc. ("Parent"), Hamer Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("First Merger Sub") and Hamer Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Second Merger Sub"). Pursuant to the Merger Agreement, on August 7, 2026, First Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of Parent (the "First Merger") and promptly thereafter, the Issuer merged with and into Second Merger Sub, with Second Merger Sub surviving the second merger as a wholly owned subsidiary of Parent named DyTb, LLC. Pursuant to the terms of the Merger Agreement, each share of the Issuer's common stock (other than certain excluded shares) outstanding immediately prior to the effective time of the First Merger converted into the right to receive 0.043279843 shares of common stock of Parent and cash payable in lieu of fractional shares. Reported shares were owned in the name of various trusts or entities controlled by the reporting person. |
Common Stock
(I)
|
1,696,668 |
| 2026-08-07 | Hulse Donald Edward |
Director |
Other↓
Filing footnotes — Common Stock (Direct)
The shares were disposed of pursuant to the Agreement and Plan of Merger, dated March 4, 2025 (the "Merger Agreement"), by and among Texas Mineral Resources Corp. (the "Issuer"), USA Rare Earth, Inc. ("Parent"), Hamer Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("First Merger Sub") and Hamer Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Second Merger Sub"). Pursuant to the Merger Agreement, on August 7, 2026, First Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of Parent (the "First Merger") and promptly thereafter, the Issuer merged with and into Second Merger Sub, with Second Merger Sub surviving the second merger as a wholly owned subsidiary of Parent named DyTb, LLC. Pursuant to the terms of the Merger Agreement, each share of the Issuer's common stock (other than certain excluded shares) outstanding immediately prior to the effective time of the First Merger converted into the right to receive 0.043279843 shares of common stock of Parent and cash payable in lieu of fractional shares. |
Common Stock
|
176,585 |
| 2026-08-07 | WALL CECIL C |
Director |
Other↓
Filing footnotes — Common Stock (Direct)
The shares were disposed of pursuant to the Agreement and Plan of Merger, dated March 4, 2025 (the "Merger Agreement"), by and among Texas Mineral Resources Corp. (the "Issuer"), USA Rare Earth, Inc. ("Parent"), Hamer Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("First Merger Sub") and Hamer Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Second Merger Sub"). Pursuant to the Merger Agreement, on August 7, 2026, First Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of Parent (the "First Merger") and promptly thereafter, the Issuer merged with and into Second Merger Sub, with Second Merger Sub surviving the second merger as a wholly owned subsidiary of Parent named DyTb, LLC. Pursuant to the terms of the Merger Agreement, each share of the Issuer's common stock (other than certain excluded shares) outstanding immediately prior to the effective time of the First Merger converted into the right to receive 0.043279843 shares of common stock of Parent and cash payable in lieu of fractional shares. |
Common Stock
|
47,112 |
| 2026-08-07 | Marchese Anthony G. |
Director |
Other↓
Filing footnotes — Common Stock (Direct)
The shares were disposed of pursuant to the Agreement and Plan of Merger, dated March 4, 2025 (the "Merger Agreement"), by and among Texas Mineral Resources Corp. (the "Issuer"), USA Rare Earth, Inc. ("Parent"), Hamer Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("First Merger Sub") and Hamer Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Second Merger Sub"). Pursuant to the Merger Agreement, on August 7, 2026, First Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of Parent (the "First Merger") and promptly thereafter, the Issuer merged with and into Second Merger Sub, with Second Merger Sub surviving the second merger as a wholly owned subsidiary of Parent named DyTb, LLC. Pursuant to the terms of the Merger Agreement, each share of the Issuer's common stock (other than certain excluded shares) outstanding immediately prior to the effective time of the First Merger converted into the right to receive 0.043279843 shares of common stock of Parent and cash payable in lieu of fractional shares. |
Common Stock
|
5,171,492 |
| 2026-08-07 | GORSKI DANIEL E |
Director |
Other↓
Filing footnotes — Common Stock (Direct)
The shares were disposed of pursuant to the Agreement and Plan of Merger, dated March 4, 2025 (the "Merger Agreement"), by and among Texas Mineral Resources Corp. (the "Issuer"), USA Rare Earth, Inc. ("Parent"), Hamer Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("First Merger Sub") and Hamer Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Second Merger Sub"). Pursuant to the Merger Agreement, on August 7, 2026, First Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of Parent (the "First Merger") and promptly thereafter, the Issuer merged with and into Second Merger Sub, with Second Merger Sub surviving the second merger as a wholly owned subsidiary of Parent named DyTb, LLC. Pursuant to the terms of the Merger Agreement, each share of the Issuer's common stock (other than certain excluded shares) outstanding immediately prior to the effective time of the First Merger converted into the right to receive 0.043279843 shares of common stock of Parent and cash payable in lieu of fractional shares. |
Common Stock
|
7,213,090 |
| 2026-03-13 | Hulse Donald Edward |
Director |
Award↑
|
Common Stock
|
19,197 |
| 2026-03-13 | Beigle Jonathan Scott |
Director |
Award↑
|
Common Stock
|
19,197 |
| 2026-01-05 | WALL CECIL C |
Director |
Award↑
Filing footnotes — Common Stock (Indirect)
Consists of 23,116 shares of Common Stock owned directly by Mr. Wall and 1,252,211 shares of Common Stock in the name of various trusts controlled by Mr. Wall. |
Common Stock
(I)
|
23,116 |
| 2026-01-05 | Malhotra Deepak |
Director |
Award↑
|
Common Stock
|
15,411 |
| 2026-01-05 | Hulse Donald Edward |
Director |
Award↑
|
Common Stock
|
15,411 |
| 2026-01-05 | Beigle Jonathan Scott |
Director |
Award↑
|
Common Stock
|
15,411 |
| 2025-10-16 | Hulse Donald Edward |
Director |
Award↑
|
Common Stock
|
10,536 |
| 2025-10-15 | Beigle Jonathan Scott |
Director |
Award↑
|
Common Stock
|
17,241 |
| 2025-10-15 | Malhotra Deepak |
Director |
Award↑
|
Common Stock
|
15,734 |
| 2025-07-23 | Malhotra Deepak |
Director |
Award↑
|
Common Stock
|
19,054 |
| 2025-07-23 | Hulse Donald Edward |
Director |
Award↑
|
Common Stock
|
28,582 |
| 2025-07-23 | Marchese Anthony G. |
Director |
Award↑
Filing footnotes — Common Stock (Indirect)
Consists of 3,957,125 shares of Common Stock owned directly by Mr. Marchese and 2,024,040 shares owned by Insiders Trend Fund, LLC that is controlled by Mr. Marchese. |
Common Stock
(I)
|
59,832 |
| 2025-07-22 | Francis Kevin A. |
Director |
Award↑
|
Common Stock
|
24,313 |
| 2025-07-21 | Beigle Jonathan Scott |
Director |
Award↑
|
Common Stock
|
8,918 |
| 2025-04-28 | Marchese Anthony G. |
Director |
Award↑
Filing footnotes — Common Stock (Indirect)
Consists of 3,897,293 shares of Common Stock owned directly by Mr. Marchese and 2,024,040 shares owned by Insiders Trend Fund, LLC that is controlled by Mr. Marchese. |
Common Stock
(I)
|
56,641 |
| 2025-04-04 | Lund LaVern K |
Director |
Award↑
Filing footnotes — Common Stock (Indirect)
Consists of 176,085 shars of Common Stock owned directly by Mr. Lund and 10,111,883 shares of Common Stock owned by Navajo Transitional Energy Company |
Common Stock
(I)
|
13,023 |
| 2025-04-04 | WALL CECIL C |
Director |
Award↑
Filing footnotes — Common Stock (Indirect)
Consists of 133,837 shares of Common Stock owned directly by Mr. Wall and 1,846,323 shares of Common Stock in the name of various trusts controlled by Mr. Wall. |
Common Stock
(I)
|
27,344 |
| 2025-04-04 | Francis Kevin A. |
Director |
Award↑
|
Common Stock
|
31,250 |
| 2025-04-04 | Malhotra Deepak |
Director |
Award↑
|
Common Stock
|
23,438 |
| 2025-04-04 | Hulse Donald Edward |
Director |
Award↑
|
Common Stock
|
33,203 |
| 2025-04-04 | Denetclaw Peter Jr. |
Director |
Award↑
Filing footnotes — Common Stock (Indirect)
Consists of 176,085 shares of Common Stock owned directly by Mr. Denetclaw and 10,111,883 shares of Common Stock owned by Navajo Transitional Energy Company. |
Common Stock
(I)
|
13,023 |
| 2025-02-20 | WALL CECIL C |
Director |
Award↑
|
Common Stock Warrants
|
500,000 |
| 2025-02-20 | GORSKI DANIEL E |
Director |
Award↑
|
Common Stock Warrants
|
200,000 |
| 2025-02-20 | Marchese Anthony G. |
Director |
Award↑
|
Common Stock Warrants
|
1,000,000 |
| 2025-02-20 | Marchese Anthony G. |
Director |
Award↑
|
Note Convertible into Common Stock
|
333,333 |
| 2025-02-20 | WALL CECIL C |
Director |
Award↑
|
Notes Convertible into Common Stock
|
166,667 |
| 2025-02-20 | GORSKI DANIEL E |
Director |
Award↑
|
Notes Convertible into Common Stock
|
66,667 |
| 2025-02-20 | Malhotra Deepak |
Director |
Award↑
|
Note Convertible into Common Stock
|
26,667 |
| 2025-02-20 | Malhotra Deepak |
Director |
Award↑
|
Common Stock Warrants
|
80,000 |
| 2025-01-06 | Francis Kevin A. |
Director |
Award↑
|
Common Stock
|
37,037 |
| 2025-01-06 | Denetclaw Peter Jr. |
Director |
Award↑
Filing footnotes — Common Stock (Indirect)
Consists of 150,266 shares of Common Stock owned directly by Mr.Denetclaw and 10,111,883 shares of Common Stock owned by Navajo Transitional Energy Company. |
Common Stock
(I)
|
27,778 |
| 2025-01-06 | Malhotra Deepak |
Director |
Award↑
|
Common Stock
|
23,920 |
| 2025-01-06 | Lund LaVern K |
Director |
Award↑
Filing footnotes — Common Stock (Indirect)
Consists of 163,062 shares of Common Stock owned directly by Mr. Lund and 10,111,883 shares of Common Stock owned by Navajo Transitional Energy Company. |
Common Stock
(I)
|
32,407 |
| 2025-01-06 | Hulse Donald Edward |
Director |
Award↑
|
Common Stock
|
23,920 |
| 2025-01-06 | Marchese Anthony G. |
Director |
Award↑
Filing footnotes — Common Stock (Indirect)
Consists of 3,897,293 shares of Common Stock owned directly by Mr. Marchese and 2,024,040 shares owned by Insiders Trend Fund, LLC that is controlled by Mr. Marchese. |
Common Stock
(I)
|
67,130 |
| 2024-11-01 | Hulse Donald Edward |
Director |
Award↑
|
Common Stock
|
23,920 |
| 2024-10-31 | WALL CECIL C |
Director |
Gift↓
Filing footnotes — Common Stock (Indirect)
Consists of 86,493 shares of common stock owned directly by Mr. Wall and 1,866,323 shares of common stock in the name of various trusts controlled by Mr. Wall |
Common Stock
(I)
|
32,407 |
| 2024-10-29 | Denetclaw Peter Jr. |
Director |
Award↑
Filing footnotes — Common Stock (Indirect)
Consists of 154,975 shares of common stock owned directly by Mr. Denetclaw and 10,111,883 shares of common stock owned by Navajo Transitional Energy Company. |
Common Stock
(I)
|
27,778 |
| 2024-10-29 | WALL CECIL C |
Director |
Award↑
Filing footnotes — Common Stock (Indirect)
Consists of 86,493 shares of Common Stock owned directly by Mr. Wall and 1,924,154 shares of Common Stock in the name of Various Trusts controlled by Mr. Wall. |
Common Stock
(I)
|
32,407 |
| 2024-10-28 | Malhotra Deepak |
Director |
Award↑
|
Common Stock
|
23,920 |
| 2024-10-28 | Lund LaVern K |
Director |
Award↑
Filing footnotes — Common Stock (Indirect)
Consists of 130,655 shares of Common Stock owned directly by Mr. Lund and 10,111,883 shares of Common Stock owned by Navajo Transitional Energy Company. |
Common Stock
(I)
|
32,407 |