Denham Mining GP LLC - 03 Sep 2026 Form 3 Insider Report for USA Rare Earth, Inc. (USAR)

Source evidence Original filing metadata and source links for verification. 3 source fields
SEC form
3
Accepted by SEC
11 Sep 2026, 16:18:55 UTC
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
Denham Mining GP LLC, By: /s/ Anthony Fiore, Managing Director

Key filing fact

Denham Mining GP LLC filed Form 3 for USA Rare Earth, Inc. (USAR) on 11 Sep 2026.

Key facts

  • This page summarizes Denham Mining GP LLC's Form 3 filing for USA Rare Earth, Inc. (USAR).
  • 0 reported transactions and 0 derivative rows are listed below.
  • Accepted by SEC: 11 Sep 2026, 16:18.

Change

  • No earlier filing in this sequence is available for direct comparison.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Official SEC source

Ownership activity is grounded in SEC Form 3 disclosures.

View source filing

Reporting Owners (6)

CIK 0002151490 Primary reporting owner

Denham Mining GP LLC

Relationship
10%+ Owner
Address
C/O DENHAM CAPITAL MANAGEMENT LP, 185 DARTMOUTH STREET, 7TH FLOOR, BOSTON
Signature
Denham Mining GP LLC, By: /s/ Anthony Fiore, Managing Director
Signature date
11 Sep 2026
CIK 0002151491

Denham Mining GP LP

Relationship
10%+ Owner
Address
C/O DENHAM CAPITAL MANAGEMENT LP, 185 DARTMOUTH STREET, 7TH FLOOR, BOSTON
Signature
Denham Mining GP LP, By: Denham Mining GP LLC, its general partner, By: /s/ Anthony Fiore, Managing Director
Signature date
11 Sep 2026
CIK 0001698097

Denham Mining Fund LP

Relationship
10%+ Owner
Address
C/O DENHAM CAPITAL MANAGEMENT LP, 185 DARTMOUTH STREET, 7TH FLOOR, BOSTON
Signature
Denham Mining Fund LP, By: Denham Mining GP LP, its general partner, By: Denham Mining GP LLC, its general partner, By: /s/ Anthony Fiore, Managing Director
Signature date
11 Sep 2026
CIK 0002151494

Pembroke Resources II Holdings (Cayman) LLC

Relationship
10%+ Owner
Address
C/O DENHAM CAPITAL MANAGEMENT LP, 185 DARTMOUTH STREET, 7TH FLOOR, BOSTON
Signature
Pembroke Resources II Holdings (Cayman) LLC, By: /s/ Anthony Fiore, Vice President & Secretary, Managing Director
Signature date
11 Sep 2026
CIK 0002151474

MVB Investment Holdings LLC

Relationship
10%+ Owner
Address
C/O DENHAM CAPITAL MANAGEMENT LP, 185 DARTMOUTH STREET, 7TH FLOOR, BOSTON
Signature
MVB Investment Holdings LLC, By: /s/ Anthony Fiore, Vice President & Secretary, Manager on the Board of Managers
Signature date
11 Sep 2026
CIK 0002151486

Serra Verde Rare Earths Ltd.

Relationship
10%+ Owner
Address
C/O DENHAM CAPITAL MANAGEMENT LP, 185 DARTMOUTH STREET, 7TH FLOOR, BOSTON
Signature
Serra Verde Rare Earths Ltd., By: /s/ Anthony Fiore, Director
Signature date
11 Sep 2026

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

USAR holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
46,809,526
Date
03 Sep 2026
Ownership
See Footnote
Footnotes
F1, F3, F4
USAR holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
46,809,526
Date
03 Sep 2026
Ownership
See Footnote
Footnotes
F1, F3, F4
USAR holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
46,809,526
Date
03 Sep 2026
Ownership
See Footnote
Footnotes
F1, F3, F4
USAR holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
46,809,526
Date
03 Sep 2026
Ownership
See Footnote
Footnotes
F1, F3, F4
USAR holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
46,809,526
Date
03 Sep 2026
Ownership
See Footnote
Footnotes
F1, F3, F4
USAR holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
46,809,526
Date
03 Sep 2026
Ownership
See Footnote
Footnotes
F1, F3, F4
USAR holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
152,640
Date
03 Sep 2026
Ownership
See Footnote
Footnotes
F2, F3, F4
USAR holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
152,640
Date
03 Sep 2026
Ownership
See Footnote
Footnotes
F2, F3, F4
USAR holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
152,640
Date
03 Sep 2026
Ownership
See Footnote
Footnotes
F2, F3, F4
USAR holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
152,640
Date
03 Sep 2026
Ownership
See Footnote
Footnotes
F2, F3, F4
USAR holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
152,640
Date
03 Sep 2026
Ownership
See Footnote
Footnotes
F2, F3, F4
USAR holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
152,640
Date
03 Sep 2026
Ownership
See Footnote
Footnotes
F2, F3, F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 4 footnotes

Footnote F1

These securities are directly held by Serra Verde Rare Earths Ltd.

Footnote F2

These securities are directly held MVB Investment Holdings LLC.

Footnote F3

Serra Verde Rare Earths Ltd. is majority owned by MVB Investment Holdings LLC, whose sole owner is Pembroke Resources II Holdings (Cayman) LLC, whose sole owner is Denham Mining Fund LP. The general partner of Denham Mining Fund LP is Denham Mining GP LP, whose general partner is Denham Mining GP LLC. Each of the Reporting Persons disclaims beneficial ownership over the shares of Common Stock reported herein, except to the extent of their respective pecuniary interest therein, if any, and the filing of this report shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Footnote F4

Each of Stuart D. Porter, Carl J. Tricoli, and Robert G. Still is a manager and director of Denham Mining GP LLC, but, in reliance on the "rule of three," each disclaims beneficial ownership over the securities directly held by Serra Verde Rare Earths Ltd. and MVB Investment Holdings LLC.

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