Commerce's CHIPS Program letter of intent with USA Rare Earth, and the funding and loan guarantee agreements that followed

National Institute of Standards and Technology (U.S. Department of Commerce, CHIPS Program Office)

Commerce's own release, read in full 2026-09-23: "a non-binding letter of intent to provide up to $277 million in direct funding and up to $1.3 billion in a senior secured loan to USA Rare Earth (USAR) under the CHIPS and Science Act"; two projects in Texas and Oklahoma; Commerce to receive about 16.1 million shares and a warrant for 17.6 million more.

USA Rare Earth, Inc. / U.S. Securities and Exchange Commission (EDGAR)

The recipient's binding filing, read in a browser on 2026-09-23. Item 1.01 describes the Direct Funding Agreement (up to $277.0 million in five project awards) and the Loan Guarantee Agreement (the DOC guarantees $1.3 billion of Federal Financing Bank advances in five project tranches), both entered into on 3 June 2026 under the "CHIPS Incentives Program—Facilities for Semiconductor Materials and Manufacturing Equipment"; milestone-based disbursement; equity-raise requirements; covenants; and the Securities Issuance Agreement (16,132,790 shares and a warrant for 17,600,584 shares at $17.17 to the DOC). Cover page: incorporated in Delaware. It supports contract and financing facts it states directly and is attributed to the company.

USA Rare Earth, Inc. / U.S. Securities and Exchange Commission (EDGAR)

The executed agreement itself (Award ID No. AP-2026-0044, execution version), filed as Exhibit 10.1 to the 8-K in src-usar-8k-2026-06-03 and read in full in a browser on 2026-09-24. Article 1: "“Direct Funding” means direct funding under the NOFO in the form of an other transaction" and "“CHIPS Incentives” means the provision of direct funding (via grants, cooperative agreements, or other transactions), loans and loan guarantees as described in the NOFO". It never calls the awards grants. Section 2.1(a) sets five maximum award amounts (Round Top $132,000,000; Stillwater Magnet $50,000,000; Stillwater Metal $20,000,000; Magnet Project 2 $60,000,000; Metal Project 2 $15,000,000). Section 2.1(b): "No obligation of funds for the Award by the Department shall occur upon execution of this Agreement. An obligation of funds for the Award shall occur only upon delivery of a Funding Obligation." Section 4.16 makes the issuance of Equity Interests to the Department a condition precedent to the Award Date. Section 10.1.1 lists the clawback events and Section 10.2 has the recipient repay recovered disbursements within 120 days of the Department's demand. It supports contract terms it states directly and is attributed to the parties.