MP / MP Materials Corp. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

MINE SAFETY DISCLOSURE

Exhibit 95.1 MINE SAFETY DISCLOSURE Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

MP Materials Reports First Quarter 2026 Results Record NdPr production of 917 metric tons, a 63% increase year over year Record NdPr sales of 1,006 metric tons1, a 117% increase year over year Record Q1 REO production of 12,983 metric tons, a 6% incr

Exhibit 99.1 MP Materials Reports First Quarter 2026 Results Record NdPr production of 917 metric tons, a 63% increase year over year Record NdPr sales of 1,006 metric tons1, a 117% increase year over year Record Q1 REO production of 12,983 metric tons, a 6% increase year over year Generated $132.9 million of consolidated revenue and PPA Income, consisting of $90.6 million of revenue and $42.3 mil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2026 MP MATERIALS CORP. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2026 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

ARS

UNITEDSTATES SECURITIESANDEXCHANGECOMMISSION Washington,D.C.20549 FORM10-K (MarkOne) ☑ ANNUALREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934 ForthefiscalyearendedDecember31,2025 or ☐ TRANSITIONREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934 Forthetransitionperiodfromto CommissionFileNumber001-39277 MPMATERIALSCORP. (Exactnameofregistrantasspecifiedinitscharter) De

Table 1: Newly Registered Securities

Calculation of Filing Fee Tables S-8 MP Materials Corp. / DE Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, par value $0.0001 per share, issuable under the MP Materials Corp. 2020 Stock Incentive Plan Ot

As filed with the Securities and Exchange Commission on February 26, 2026

S-8 As filed with the Securities and Exchange Commission on February 26, 2026 Registration No.

MP MATERIALS CORP.

Exhibit 21.1 MP MATERIALS CORP. SUBSIDIARIES* Company State or Jurisdiction of Incorporation MP Mine Operations LLC Delaware Secure Natural Resources LLC Delaware MP Magnetics LLC Delaware MP Separations Company LLC Delaware MP 10X Development LLC Delaware * Pursuant to Item 601(b)(21)(ii) of Regulation S-K, the names of other subsidiaries of MP Materials Corp. are omitted because, considered in t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2026 MP MATERIALS CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2026 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission Fi

MP Materials Reports Fourth Quarter and Full Year 2025 Results Produced first NdFeB magnets on commercial equipment at Independence Awarded $200 million incentive package for new 10X magnetics facility to be constructed in Northlake, Texas Produced r

Exhibit 99.1 MP Materials Reports Fourth Quarter and Full Year 2025 Results Produced first NdFeB magnets on commercial equipment at Independence Awarded $200 million incentive package for new 10X magnetics facility to be constructed in Northlake, Texas Produced record 2,599 metric tons of NdPr oxide in 2025, a 101% increase year-over-year Sold record 1,994 metric tons1 of NdPr oxide in 2025, a 75%

(US$ million)

HTML Exhibit 96.1 SEC Technical Report Summary 2025 S-K 1300 TRS Update Mountain Pass Mine San Bernardino County, California Effective Date: October 1, 2025 Report Date: February 16, 2026 Report Prepared for MP Materials Corp. 1700 S. Pavilion Center Dr. Eighth Floor Las Vegas, NV 89135 Report Prepared by SRK Consulting SRK Consulting (U.S.), Inc. 999 Seventeenth Street, Suite 400 Denver, CO 80202

MINE SAFETY DISCLOSURE

Exhibit 95.1 MINE SAFETY DISCLOSURE Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-392

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2025 MP MATERIALS CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2025 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission Fi

MP Materials and the U.S. Department of War Partner with the Saudi Arabian Mining Company (Madden) to Develop Rare Earth Refinery Joint Venture Joint Venture under Historic U.S.–Saudi Critical Mineral Cooperation Framework Marks a Major Step toward D

EX-99.1 Exhibit 99.1 MP Materials and the U.S. Department of War Partner with the Saudi Arabian Mining Company (Madden) to Develop Rare Earth Refinery Joint Venture Joint Venture under Historic U.S.–Saudi Critical Mineral Cooperation Framework Marks a Major Step toward Diversifying the Global Supply Chain for America and Its Allies Capital-Light Structure for MP Materials Unlocks Strategic Value a

Mine Safety Disclosure pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Exhibit 95.1 MINE SAFETY DISCLOSURE Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2025 MP MATERIALS COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2025 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission Fil

MP Materials Reports Third Quarter 2025 Results Record NdPr production of 721 metric tons, a 51% increase year over year Second best quarterly REO production of 13,254 metric tons DoW Price Protection Agreement commenced October 1, 2025 Return to pro

Exhibit 99.1 MP Materials Reports Third Quarter 2025 Results Record NdPr production of 721 metric tons, a 51% increase year over year Second best quarterly REO production of 13,254 metric tons DoW Price Protection Agreement commenced October 1, 2025 Return to profitability expected in Q4 2025 and beyond MP Targets Mid-2026 for heavy rare earth commissioning with Dy/Tb production focus Generated co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 13, 2025 MP MATERIALS COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 13, 2025 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 1700 S. Pavilion Center Drive, Suite 800 Las Vegas, Nevada 89135 (Address of pri

XBRL INSTANCE DOCUMENT

iso4217:USD 0001801368 1 2024-01-01 2024-12-31 0001801368 mp:MountainPassMineMember 2024-01-01 2024-12-31 0001801368 2024-01-01 2024-12-31 0001801368 country:US mp:UnitedStatesFederalGovernmentMember 2024-01-01 2024-12-31 Open Pit 110000 snj:US-CA 110000 110000 mp:UnitedStatesFederalGovernmentMember mp:MountainPassMineMember country:US mp:BastnaesiteMember mp:MaterialsMember rxp:Fees 110000 110000 110000 110000 2.

Resource Extraction Payment Report

Exhibit 99.1 Resource Extraction Payment Report Project-level disclosure The table below sets forth our payments made to governments for the fiscal year ended December 31, 2024, by project and type of payment. (in U.S dollars and in thousands) For the year ended December 31, 2024 Project Name Business Segment Country/Major Subnational Jurisdiction Government Resource Extraction Method Taxes Royalt

XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT

United States Federal Government [Member] UNITED STATES Mountain Pass Mine [Member] Bastnaesite [Member] Materials [Member]

144

144 0001832050 XXXXXXXX LIVE 0001801368 MP Materials Corp. / DE 001-39277 1700 S. PAVILION CENTER DR. SUITE 800 LAS VEGAS NV 89135 (702) 844-6111 Rosenthal Michael Stuart Officer Common FIDELITY BROKERAGE SERVICES LLC 245 Summer Street BOSTON MA 02110 150000 10803255.00 177098314 08/29/2025 NYSE Common 03/15/2021 Stock Award ISSUER N 1965 03/15/2021 Compensation Common 01/14/2022 Stock Award ISSUE

CREDIT AGREEMENT Dated as of August 25, 2025 MP MATERIALS CORP., as the Parent Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., GOLDMAN SACHS BANK USA and MORGAN S

EX-10.1 Exhibit 10.1 Execution Version CREDIT AGREEMENT Dated as of August 25, 2025 among MP MATERIALS CORP., as the Parent Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., GOLDMAN SACHS BANK USA and MORGAN STANLEY SENIOR FUNDING, INC., as Joint Lead Arrangers and Joint Bookrunners and CITIBANK, N.A. and BOFA SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2025 MP MATERIALS CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2025 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission File

Security Type

Calculation of Filing Fee Tables S-3 MP Materials Corp. / DE Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Ini

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2025 MP MATERIALS CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2025 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission File

24,521,672 Shares Common Stock

424B7 Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. 333-285419 Prospectus Supplement (To Prospectus dated February 28, 2025) 24,521,672 Shares Common Stock This prospectus supplement relates to the offer and sale, from time to time, of up to 24,521,672 shares of our common stock, par value $0.0001 per share, by the selling securityholder (the “selling securityholder”) identif

Mine Safety Disclosure pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Exhibit 95.1 MINE SAFETY DISCLOSURE Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

MP Materials Reports Second Quarter 2025 Results Revenue increased 84% year over year to $57.4 million Record NdPr production of 597 metric tons, a 119% increase year over year Second best quarterly REO production of 13,145 metric tons, a 45% increas

Exhibit 99.1 MP Materials Reports Second Quarter 2025 Results Revenue increased 84% year over year to $57.4 million Record NdPr production of 597 metric tons, a 119% increase year over year Second best quarterly REO production of 13,145 metric tons, a 45% increase year over year NdPr sales volumes more than tripled year over year to 443 metric tons Magnetics Segment continued to scale, generating

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 MP MATERIALS CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission File

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2025 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission File N

Underwriting Agreement, dated July 16, 2025, among the Company and J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the underwriters named therein.

Exhibit 1.1 MP MATERIALS CORP. (a Delaware corporation) 11,818,181 Shares of Common Stock UNDERWRITING AGREEMENT Dated: July 16, 2025 MP MATERIALS CORP. (a Delaware corporation) 11,818,181 Shares of Common Stock UNDERWRITING AGREEMENT July 16, 2025 J.P. Morgan Securities LLC Goldman Sachs & Co. LLC  as Representatives of the several Underwriters c/o J.P. Morgan Securities LLC  383 Madison Avenue  

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 MP Materials Corp. / DE Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective D

11,818,181 Shares Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-285419 Prospectus Supplement (To Prospectus dated February 28, 2025) 11,818,181 Shares Common Stock We are offering 11,818,181 shares of our common stock, par value $0.0001 per share. Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “MP.” On July 16, 2025, the last sale price of our common stock as reported on

MP Materials Announces Pricing of Upsized $650 Million Public Offering

Exhibit 99.1 MP Materials Announces Pricing of Upsized $650 Million Public Offering LAS VEGAS, NV – July 16, 2025 – MP Materials Corp. (NYSE: MP) (“MP Materials” or the “Company”) announced today the pricing of an upsized underwritten public offering of common stock. The Company is selling 11,818,181 shares of common stock in the Offering at a public offering price of $55.00 per share. The aggrega

Subject to Completion Preliminary Prospectus Supplement dated July 16, 2025

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-285419 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has become effective under the Securities Act of 1933. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2025 MP MATERIALS CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2025 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission File N

MP Materials and Apple Announce $500 Million Partnership to Produce Recycled Rare Earth Magnets in the United States Long-term commitment will enable Apple to domestically source 100% recycled rare earth magnets for its products, supporting U.S. manu

EX-99.1 Exhibit 99.1 MP Materials and Apple Announce $500 Million Partnership to Produce Recycled Rare Earth Magnets in the United States Long-term commitment will enable Apple to domestically source 100% recycled rare earth magnets for its products, supporting U.S. manufacturing and circular supply chains Las Vegas — July 15, 2025 — MP Materials (NYSE: MP) today announced a definitive, long-term

MP Materials Announces Transformational Public-Private Partnership with the Department of Defense to Accelerate U.S. Rare Earth Magnet Independence Multibillion-Dollar DoD Commitment to MP Materials to Catalyze Domestic Production; DoD Positioned to

EX-99.1 Exhibit 99.1 MP Materials Announces Transformational Public-Private Partnership with the Department of Defense to Accelerate U.S. Rare Earth Magnet Independence Multibillion-Dollar DoD Commitment to MP Materials to Catalyze Domestic Production; DoD Positioned to Become Company’s Largest Shareholder Building on MP’s Existing Capabilities at Mountain Pass and Magnetics Operations in Texas, C

Transaction Agreement, dated as of July 9, 2025, between MP Materials Corp. and the United States Department of Defense*

EX-10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. Exhibit 10.1 TRANSACTION AGREEMENT by and between MP MATERIALS CORP. and THE UNITED STATES DEPARTMENT OF DEFENSE dated as of July 9, 2025 TABLE OF CONTENTS Page ARTICLE 1 CERT

Form of Promissory Note between MP Materials Corp. and the United States Department of Defense

EX-10.7 Exhibit 10.7 THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER SUCH LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. THE ISSUER OF THIS PROMISS

Cautionary Note Regarding Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. MP Materials Corp. (the “Company,” “we,” “us” and “our”) intend suc

EX-99.2 Exhibit 99.2 A Transformational Public-Private Partnership J U LY 10, 2025 Cautionary Note Regarding Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. MP Materials Corp. (the “Company,” “we,” “us” and “our”) intend such forward-looking statements to be covered by the safe harbor provi

Offtake Agreement, dated as of July 9, 2025, between MP 10X Development, LLC and the United States Department of Defense

EX-10.5 Exhibit 10.5 OFFTAKE AGREEMENT by and between THE UNITED STATES DEPARTMENT OF DEFENSE and MP 10X DEVELOPMENT, LLC Dated as of July 9, 2025 TABLE OF CONTENTS Page ARTICLE 1 CONSTRUCTION AND DEFINITIONS 1 1.1 Construction 1 1.2 Definitions 2 ARTICLE 2 TERM 7 2.1 Term 7 ARTICLE 3 PURCHASE AND SALE OF MAGNETS; PROCUREMENT OF MATERIALS 8 3.1 Purchase and Sale of Magnets 8 3.2 Syndication of Mag

Price Protection Agreement, dated as of July 9, 2025, between MP Materials Corp. and the United States Department of Defense*

EX-10.6 Exhibit 10.6 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. PRICE PROTECTION AGREEMENT This PRICE PROTECTION AGREEMENT (the “Agreement”) is entered into effective as of July 9, 2025 (the “Effective Date”), by and between M

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2025 MP MATERIALS CORP. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2025 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission File Nu

Form of Registration Rights Agreement between MP Materials Corp. and the United States Department of Defense

Exhibit 10.4 FORM OF REGISTRATION RIGHTS AGREEMENT by and between MP MATERIALS CORP. and THE UNITED STATES DEPARTMENT OF DEFENSE Dated as of July 11, 2025 TABLE OF CONTENTS Page ARTICLE I Resale Shelf Registration Section 1.1 Resale Shelf Registration Statement 1 Section 1.2 Effectiveness Period 2 Section 1.3 Subsequent Shelf Registration Statement 2 Section 1.4 Supplements and Amendments 3 Sectio

Form of Warrant to be issued by MP Materials Corp. to the United States Department of Defense

EX-10.3 Exhibit 10.3 FORM OF WARRANT TO PURCHASE COMMON STOCK THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS SECURITY HAVE BEEN ACQUIRED FOR INVESTMENT AND WITHOUT A VIEW TO DISTRIBUTION AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER STATE SECURITIES LAWS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION O

Form of Certificate of Designations of Series A Cumulative Perpetual Convertible Preferred Stock of MP Materials Corp.

EX-3.1 Exhibit 3.1 FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A CONVERTIBLE PERPETUAL PREFERRED STOCK OF MP MATERIALS CORP. Pursuant to Section 151 of the Delaware General Corporation Law (as amended, supplemented or restated from time to time, the “DGCL”), MP Materials Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”

Subscription Agreement, dated as of July 9, 2025, between MP Materials Corp. and the United States Department of Defense

EX-10.2 Exhibit 10.2 MP MATERIALS CORP. SUBSCRIPTION AGREEMENT This Purchase Agreement (this “Agreement”) is made and entered into as of July 9, 2025 (the “Effective Date”), between MP Materials Corp., a Delaware corporation (the “Corporation”), and the United States Department of Defense (“DOD,” and together with the Corporation, the “Parties,” and each, a “Party”). Terms used but not otherwise d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2025 MP MATERIALS CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2025 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Mine Safety Disclosure pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Exhibit 95.1 MINE SAFETY DISCLOSURE Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violati

MP Materials Reports First Quarter 2025 Results Revenue increased 25% year over year to $60.8 million Record NdPr production of 563 metric tons, a 36% sequential increase Second best quarterly REO production of 12,213 metric tons, a 10% increase year

Exhibit 99.1 MP Materials Reports First Quarter 2025 Results Revenue increased 25% year over year to $60.8 million Record NdPr production of 563 metric tons, a 36% sequential increase Second best quarterly REO production of 12,213 metric tons, a 10% increase year over year NdPr sales volumes more than doubled year over year to 464 metric tons Magnetics division makes first metal deliveries, genera

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2025 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

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UNITEDSTATES SECURITIESANDEXCHANGECOMMISSION Washington,D.C.20549 FORM10-K (MarkOne) ☑ ANNUALREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934 ForthefiscalyearendedDecember31,2024 or ☐ TRANSITIONREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934 Forthetransitionperiodfromto CommissionFileNumber001-39277 MPMATERIALSCORP. (Exactnameofregistrantasspecifiedinitscharter) De

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2025 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission File N

Employment Agreement, effective as of April 4, 2025, by and between MP Materials Corp. and David G. Infuso

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made effective as of the 4th day of April, 2025 (the “Effective Date”) by and between MP Materials Corp., a Delaware corporation (the “Company”, and together with any of its direct or indirect subsidiaries (the “Company Group”)), and David G. Infuso, an individual (“Executive”): RECITALS The Company employed Executive

Subsidiaries of the Registrant.

Exhibit 21.1 MP MATERIALS CORP. SUBSIDIARIES* Company State or Jurisdiction of Incorporation MP Mine Operations LLC Delaware Secure Natural Resources LLC Delaware MP Magnetics LLC Delaware MP Separations Company LLC Delaware * Pursuant to Item 601(b)(21)(ii) of Regulation S-K, the names of other subsidiaries of MP Materials Corp. are omitted because, considered in the aggregate, they would not con

Technical Report Summary of SRK Consulting (U.S.), Inc. prepared for MP Materials Corp. and issued effective as of October 1, 202

Exhibit 96.1 SEC Technical Report Summary 2024 S-K 1300 TRS Update Mountain Pass Mine San Bernardino County, California Effective Date: October 1, 2024 Report Date: February 19, 2025 Report Prepared for MP Materials Corp. 1700 S. Pavilion Center Dr. Eighth Floor Las Vegas, NV 89135 Report Prepared by SRK Consulting (U.S.), Inc. 999 Seventeenth Street, Suite 400 Denver, CO 80202 SRK Project Number:

As filed with the Securities and Exchange Commission on February 28, 2025

As filed with the Securities and Exchange Commission on February 28, 2025 Registration No.

Aircraft Operating Lease Agreement, dated November 13, 2024, effective as of January 1, 2025, by and between MP Materials Corp. and 2022 AR545 Statutory Trust.

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT MP MATERIALS CORP.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables S-3 MP Materials Corp. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-392

Time-Sharing Agreement, dated November 13, 2024, effective as of January 1, 2025, by and between MP Materials Corp. and James H. Litinsky.

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT MP MATERIALS CORP.

Mine Safety Disclosure pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Exhibit 95.1 MINE SAFETY DISCLOSURE Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violati

MP Materials Reports Fourth Quarter and Full Year 2024 Results Commenced commercial production of NdPr metal at Independence Began trial production of automotive-grade magnets Achieved record production of 45,455 metric tons of REO in concentrate in

Exhibit 99.1 MP Materials Reports Fourth Quarter and Full Year 2024 Results Commenced commercial production of NdPr metal at Independence Began trial production of automotive-grade magnets Achieved record production of 45,455 metric tons of REO in concentrate in 2024 Produced record 1,294 metric tons of NdPr oxide in 2024 Generated fourth quarter revenues of $61.0 million, a 48% increase year over

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2025 MP MATERIALS CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2025 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission Fi

MP Materials Restores U.S. Rare Earth Magnet Production Commercial NdPr Metal Production Begins at Independence, MP’s Fully Integrated Rare Earth Magnet Manufacturing Facility in Texas for the First Time in a Generation Trial Production of Automotive

Exhibit 99.1 MP Materials Restores U.S. Rare Earth Magnet Production Commercial NdPr Metal Production Begins at Independence, MP’s Fully Integrated Rare Earth Magnet Manufacturing Facility in Texas for the First Time in a Generation Trial Production of Automotive-Grade, Sintered NdFeB Magnets Underway, with First Deliveries on Track for Year-End FORT WORTH, TEXAS, January 22, 2025 – MP Materials (

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2025 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission Fil

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2024 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission Fi

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2024 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission Fil

[Signature Pages Follow]

Exhibit 99.1 Execution Version December 9, 2024 MP Materials Corp. 1700 S. Pavilion Center Drive, Suite 800 Las Vegas, NV 89135 Attention: Elliot D. Hoops, General Counsel and Secretary Re: Exchange for MP Materials Corp. 3.00% Convertible Senior Notes due 2030 Ladies and Gentlemen: The undersigned (the “Investor”), for itself and on behalf of the accounts (if any) listed on Exhibit A hereto for w

MP / MP Materials Corp. / Litinsky James H. - SCHEDULE 13D, AMENDMENT NO. 9 Activist Investment

SC 13D/A 1 sc13da.htm SCHEDULE 13D, AMENDMENT NO. 9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* MP Materials Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 553368101 (CUSIP Number) James H. Litinsky c/o MP MATERIALS CORP. 1700 S. Pavilion Ce

MP / MP Materials Corp. / Hancock Prospecting Pty Ltd - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 ea0220884-13ga1hancockmpmat.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* MP Materials Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 553368101 (CUSIP Number) September 30, 2024 (Date of Event Whi

Mine Safety Disclosure pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Exhibit 95.1 MINE SAFETY DISCLOSURE Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violati

MP / MP Materials Corp. / BlackRock, Inc. Passive Investment

SC 13G/A 1 us5533681012110824.txt us5533681012110824.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 1) MP Materials Corp. / DE - (Name of Issuer) Class A Common Stock - (Title of Class of Securities) 553368101 - (CUSIP Number) September 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

MP Materials Reports Third Quarter 2024 Results Revenue increased 20% year-over-year to $62.9 million Record REO production of 13,742 metric tons, a 28% increase year-over-year Record NdPr production of 478 metric tons, a 76% sequential increase NdPr

Exhibit 99.1 MP Materials Reports Third Quarter 2024 Results Revenue increased 20% year-over-year to $62.9 million Record REO production of 13,742 metric tons, a 28% increase year-over-year Record NdPr production of 478 metric tons, a 76% sequential increase NdPr sales volumes nearly tripled sequentially to 404 metric tons Fort Worth metal production in commissioning with deliveries on track for y

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2024 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission Fil

MP / MP Materials Corp. / BlackRock, Inc. Passive Investment

SC 13G/A 1 us5533681012102124.txt us5533681012102124.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 1) MP Materials Corp. / DE - (Name of Issuer) Class A Common Stock - (Title of Class of Securities) 553368101 - (CUSIP Number) September 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the a

XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT

United States Federal Government [Member] UNITED STATES Mountain Pass Mine [Member] Bastnaesite [Member]

Resource Extraction Payment Report as required by Item 2.01 of this Form SD.

Exhibit 99.1 Resource Extraction Payment Report Project-level disclosure The table below sets forth our payments made to governments for the fiscal year ended December 31, 2023, by project and type of payment. (in USD and in thousands) For the year ended December 31, 2023 Project Name Country/Major Subnational Jurisdiction Government Resource Extraction Method Taxes(1) Royalties Fees Production En

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 1700 S. Pavilion Center Drive, Suite 800 Las Vegas, Nevada 89135 (Address of pri

(1) MP Materials Corp. (the “Company”) files a consolidated income tax return in the U.S., which includes all U.S. entities, including the project listed. The U.S. Federal Government levies corporate income taxes at the consolidated group level rathe

iso4217:USD 0001801368 1 2023-01-01 2023-12-31 0001801368 mp:MountainPassMineMember 2023-01-01 2023-12-31 0001801368 2023-01-01 2023-12-31 0001801368 mp:UnitedStatesFederalGovernmentMember country:US 2023-01-01 2023-12-31 Open Pit 22172000 mp:MountainPassMineMember country:US 22172000 22172000 mp:UnitedStatesFederalGovernmentMember snj:US-CA rxp:Taxes mp:BastnaesiteMember 22172000 22172000 22172000 22172000 2.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2024 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission Fi

MP Materials Announces Increase to its Share Repurchase Program

Exhibit 99.1 MP Materials Announces Increase to its Share Repurchase Program LAS VEGAS, NV – September 3, 2024 – MP Materials Corp. (NYSE: MP) (“MP Materials” or the “Company”) today announced that its Board of Directors has approved a $300 million increase to the Company’s existing share repurchase program, bringing the total authorized amount to $600 million. The share repurchase program has als

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Mine Safety Disclosure pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Exhibit 95.1 MINE SAFETY DISCLOSURE Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violati

MP Materials Reports Second Quarter 2024 Results NdPr production more than doubled quarter-over-quarter to 272 metric tons; expect 50% sequential growth in Q3 Signed NdPr supply agreement with a global automaker for a significant volume commitment Aw

Exhibit 99.1 MP Materials Reports Second Quarter 2024 Results NdPr production more than doubled quarter-over-quarter to 272 metric tons; expect 50% sequential growth in Q3 Signed NdPr supply agreement with a global automaker for a significant volume commitment Awarded Department of Defense NdPr supply contract Received initial $50 million magnetics customer prepayment Expecting approximately $190

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2024 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission File

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2024 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission File N

Amendment to Employment Agreement, dated January 10, 2024, between MP Materials Corp. and Elliot D. Hoops.

Exhibit 10.6 AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into on January 10, 2024, and, effective as of such date, amends that certain Employment Agreement, entered into on November 18, 2021, effective as of January 1, 2022 (the “Agreement”) by and between MP Materials Corp., a Delaware corporation (the “Company”), and Elliot D. Hoops (“Ex

Amendment to Employment Agreement, dated January 10, 2024, between MP Materials Corp. and Michael Rosenthal.

Exhibit 10.5 AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into on January 10, 2024, and, effective as of such date, amends that certain Employment Agreement, entered into on November 18, 2021, effective as of January 1, 2022 (the “Agreement”) by and between MP Materials Corp., a Delaware corporation (the “Company”), and Michael Rosenthal (“

Amendment to Employment Agreement, dated January 10, 2024, between MP Materials Corp. and Ryan Corbett.

Exhibit 10.4 AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into on January 10, 2024, and, effective as of such date, amends that certain Employment Agreement, entered into on November 18, 2021, effective as of January 1, 2022 (the “Agreement”) by and between MP Materials Corp., a Delaware corporation (the “Company”), and Ryan Corbett (“Execu

Amendment to Employment Agreement, dated January 10, 2024

Exhibit 10.3 AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into on January 10, 2024, and, effective as of such date, amends that certain Employment Agreement, entered into on November 18, 2021, effective as of January 1, 2022 (the “Agreement”) by and between MP Materials Corp., a Delaware corporation (the “Company”), and James H. Litinsky (“

Mine Safety Disclosure pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Exhibit 95.1 MINE SAFETY DISCLOSURE Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violati

Offtake Agreement between MP Mine Operations LLC, MP International Sales LLC and Shenghe Resources (Sin

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT MP MATERIALS CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2024 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission File Num

MP Materials Reports First Quarter 2024 Results REO production of 11,151 metric tons, the second highest ever Initial design capacity (1,000 mt) of magnetics facility fully committed Repurchased 13.0 million shares of common stock, or 7.3% of shares

EX-99.1 2 mpmcq12024er.htm EX-99.1 MP Materials Reports First Quarter 2024 Results REO production of 11,151 metric tons, the second highest ever Initial design capacity (1,000 mt) of magnetics facility fully committed Repurchased 13.0 million shares of common stock, or 7.3% of shares outstanding, for $15.43 per share Issued $747.5 million of new 3.0% convertible notes due 2030 Repurchased $480.0 m

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

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UNITEDSTATES SECURITIESANDEXCHANGECOMMISSION Washington,D.C.20549 FORM10-K (MarkOne) ☑ ANNUALREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934 ForthefiscalyearendedDecember31,2023 or ☐ TRANSITIONREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934 Forthetransitionperiodfromto CommissionFileNumber001-39277 MPMATERIALSCORP. (Exactnameofregistrantasspecifiedinitscharter) De

MP / MP Materials Corp. / Hancock Prospecting Pty Ltd - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MP Materials Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 553368101 (CUSIP Number) March 28, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

SETTLEMENT METHOD ELECTION NOTICE MP Materials Corp. 0.25% Convertible Senior Notes due 2026 CUSIP 553368 AA9

Exhibit 99.1 SETTLEMENT METHOD ELECTION NOTICE MP Materials Corp. 0.25% Convertible Senior Notes due 2026 CUSIP 553368 AA9 March 20, 2024 U.S. Bank Trust Company, National Association 60 Livingston Ave Saint Paul, MN 55107 Attn: Corporate Trust Administrator for MP Materials Corp. AND Holders of MP Materials Corp.’s 0.25% Convertible Senior Notes due 2026 Re: Election of Settlement Method Referenc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2024 MP MATERIALS CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2024 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission File

Indenture, dated as of March 7, 2024, by and between MP Materials Corp. and U.S. Bank National Association incorporated, as trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 8, 2024).

EX-4.1 Exhibit 4.1 INDENTURE Dated as of March 7, 2024 Between MP MATERIALS CORP. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee 3.00% Convertible Senior Notes due 2030 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 13 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01. Designation a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2024 (March 4, 2024) MP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2024 (March 4, 2024) MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (C

Form of Capped Call Confirmation (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 8, 2024).

EX-10.1 Exhibit 10.1 [Dealer Name and Address]                March [], 2024 To: MP Materials Corp. 1700 S. Pavilion Center Drive, Suite 800 Las Vegas, Nevada 89135 Attention: General Counsel Re: [Base][Additional] Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer Nam

MP Materials Announces New Share Repurchase Authorization

EX-99.2 Exhibit 99.2 MP Materials Announces New Share Repurchase Authorization LAS VEGAS, NV – March 4, 2024 – MP Materials Corp. (NYSE: MP) (“MP Materials” or the “Company”) today announced that its Board of Directors has authorized a share repurchase program of up to $300 million of the Company’s outstanding common stock (“shares”), enabling the Company to opportunistically create value for shar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2024 MP MATERIALS CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2024 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission File N

MP Materials Announces Proposed Offering of Convertible Notes Company plans to enter into capped call transactions and repurchase shares of its common stock to opportunistically create value for shareholders

EX-99.1 Exhibit 99.1 MP Materials Announces Proposed Offering of Convertible Notes Company plans to enter into capped call transactions and repurchase shares of its common stock to opportunistically create value for shareholders LAS VEGAS, NV – March 4, 2024 – MP Materials Corp. (NYSE: MP) (“MP Materials” or the “Company”) today announced that it plans to offer, subject to market and other conditi

Technical Report Summary of SRK Consulting (U.S.), Inc. prepared for MP Materials Corp. and issued effective as of

SEC Technical Report Summary Pre-Feasibility Study Mountain Pass Mine San Bernardino County, California Effective Date: October 1, 2023 Report Date: February 22, 2024 Report Prepared for MP Materials Corp.

P Materials Corp. Insider Trading Policy.

Exhibit 10.18 MP MATERIALS CORP. INSIDER TRADING POLICY This Insider Trading Policy (“Policy”) of MP Materials Corp. and its subsidiaries (the “Company”) applies to all directors, executive officers, and employees of the Company. The Company may also determine that other persons should be subject to this Policy, such as contractors or consultants who have access to material nonpublic information.

Mine Safety Disclosure pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Exhibit 95.1 MINE SAFETY DISCLOSURE Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-392

Subsidiaries of the Registrant.

Exhibit 21.1 MP MATERIALS CORP. SUBSIDIARIES* Company State or Jurisdiction of Incorporation MP Mine Operations LLC Delaware Secure Natural Resources LLC Delaware MP Magnetics LLC Delaware MP Separations Company LLC Delaware * Pursuant to Item 601(b)(21)(ii) of Regulation S-K, the names of other subsidiaries of MP Materials Corp. are omitted because, considered in the aggregate, they would not con

Compensation Recoupmen

Exhibit 10.17 MP MATERIALS CORP. COMPENSATION RECOUPMENT POLICY In the event of any required accounting restatement of the financial statements of MP Materials Corp. (the “Company”) due to the material noncompliance of the Company with any financial reporting requirement under the applicable U.S. federal securities laws, including any required accounting restatement to correct an error in previous

MP Materials Reports Fourth Quarter and Full Year 2023 Results Exceeded 40,000 metric tons of REO production for the third consecutive year Commenced production of separated rare earth products Produced 200 metric tons of NdPr oxide in 2023 Generated

Exhibit 99.1 MP Materials Reports Fourth Quarter and Full Year 2023 Results Exceeded 40,000 metric tons of REO production for the third consecutive year Commenced production of separated rare earth products Produced 200 metric tons of NdPr oxide in 2023 Generated $253.4 million of revenue in 2023 Produced $24.3 million of net income and Adjusted EBITDA of $102.5 million in 2023 LAS VEGAS – Februar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2024 MP MATERIALS CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2024 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission Fi

MP / MP Materials Corp. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01489-mpmaterialscorpclass.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: MP Materials Corp Class A Title of Class of Securities: Common Stock CUSIP Number: 553368101 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box

MP / MP Materials Corp. / BlackRock Inc. Passive Investment

us5533681012012624.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) MP Materials Corp. / DE - (Name of Issuer) Class A Common Stock - (Title of Class of Securities) 553368101 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2024 MP MATERIALS COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2024 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Mine Safety Disclosure pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Exhibit 95.1 MINE SAFETY DISCLOSURE Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violati

MP Materials Reports Third Quarter 2023 Results Commenced shipments and ramping production of NdPr oxide Announces “Upstream 60K” strategy targeting ~50% expansion of REO output at Mountain Pass Stage I REO sales and production volumes of 9,177 and 1

MP Materials Reports Third Quarter 2023 Results Commenced shipments and ramping production of NdPr oxide Announces “Upstream 60K” strategy targeting ~50% expansion of REO output at Mountain Pass Stage I REO sales and production volumes of 9,177 and 10,766 metric tons, respectively Revenue of $52.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2023 MP MATERIALS COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2023 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Mine Safety Disclosure pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Exhibit 95.1 MINE SAFETY DISCLOSURE Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023 MP MATERIALS CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission File

MP Materials Reports Second Quarter 2023 Results Commenced production of separated rare earth products Initial NdPr oxide shipments expected in Q3 Stage I REO sales and production volumes of 10,271 and 10,863 metric tons, respectively Revenue of $64.

MP Materials Reports Second Quarter 2023 Results Commenced production of separated rare earth products Initial NdPr oxide shipments expected in Q3 Stage I REO sales and production volumes of 10,271 and 10,863 metric tons, respectively Revenue of $64.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2023 MP MATERIALS CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2023 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission File N

MP / MP Materials Corporation / Litinsky James H. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* MP Materials Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 553368101 (CUSIP Number) James H. Litinsky c/o MP MATERIALS CORP. 1700 S. Pavilion Center Drive, Suite 800 Las Vegas, NV 89135 (702) 844-

MP / MP Materials Corporation / JHL Capital Group LLC - SC 13DA Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* MP Materials Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 553368101 (CUSIP Number) James H. Litinsky c/o JHL Capital Group LLC 1500 N. Halsted Suite 200 Chicago, IL 60642 (312) 628-7350 (Name, Ad

MP / MP Materials Corporation / QVT Financial LP - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 8)* Under the Securities Exchange Act of 1934 MP Materials Corp. (Name of Issuer) Class A common stock, par value of $0.0001 per share (Title of Class of Securities) 553368101 (CUSIP Number) Eleazer Klein, Esq. Schulte Roth & Zabel LLP 919 Third Avenue, New York, NY 10022 (212) 756-2000 (Na

MP / MP Materials Corporation / QVT Financial LP - SC 13D/A Activist Investment

SC 13D/A 1 d457428dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 7)* Under the Securities Exchange Act of 1934 MP Materials Corp. (Name of Issuer) Class A common stock, par value of $0.0001 per share (Title of Class of Securities) 553368101 (CUSIP Number) Eleazer Klein, Esq. Schulte Roth & Zabel LLP 919 Third Avenue, New Yor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2023 MP MATERIALS CORP. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2023 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission File Num

Mine Safety Disclosure pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Exhibit 95.1 MINE SAFETY DISCLOSURE Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violati

Form of MP Materials Corp. 2020 Stock Incentive Plan Restricted Stock Unit Agreement with Performance Conditions.

Exhibit 10.1 MP MATERIALS CORP. 2020 Stock Incentive Plan Restricted Stock Unit Award Agreement (Performance-Based Vesting) MP Materials Corp., a Delaware corporation (the “Company”), hereby grants to (the “Holder”) as of [DATE] (the “Grant Date”), pursuant to the provisions of the MP Materials Corp. 2020 Stock Incentive Plan (the “Plan”) and the MP Materials Corp. 20[] Executive Performance Share

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission File Num

MP Materials Reports First Quarter 2023 Results REO Sales and Production Volumes of 10,215 and 10,671 Metric Tons, Respectively Revenue of $95.7M and Net Income of $37.4M Adjusted EBITDA of $58.7M Diluted EPS of $0.20 and Adjusted Diluted EPS of $0.2

Exhibit 99.1 MP Materials Reports First Quarter 2023 Results REO Sales and Production Volumes of 10,215 and 10,671 Metric Tons, Respectively Revenue of $95.7M and Net Income of $37.4M Adjusted EBITDA of $58.7M Diluted EPS of $0.20 and Adjusted Diluted EPS of $0.27 LAS VEGAS, May 4, 2023 – MP Materials Corp. (NYSE: MP) (“MP Materials” or the “Company”), today announced financial results for the thr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

ARS

UNITEDSTATES SECURITIESANDEXCHANGECOMMISSION Washington,D.C.20549 FORM10-K (MarkOne) ☑ ANNUALREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934 ForthefiscalyearendedDecember31,2022 or ☐ TRANSITIONREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934 Forthetransitionperiodfromto CommissionFileNumber001-39277 MPMATERIALSCORP. (Exactnameofregistrantasspecifiedinitscharter) De

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

MP Materials Elects Arnold W. Donald to Board

Exhibit 99.1 MP Materials Elects Arnold W. Donald to Board LAS VEGAS – March 8, 2023 – MP Materials Corp. (NYSE: MP) announced today that Arnold W. Donald has been elected to the company’s board of directors. Mr. Donald brings decades of experience in corporate leadership and a track record of value creation to MP Materials. He is the former President and CEO of Carnival Corporation and currently

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2023 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2023 MP MATERIALS CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2023 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission File N

Mine Safety Disclosure pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Exhibit 95.1 MINE SAFETY DISCLOSURE Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violati

Subsidiaries of the Registrant.

Exhibit 21.1 MP MATERIALS CORP. SUBSIDIARIES* Company State or Jurisdiction of Incorporation MP Mine Operations LLC Delaware Secure Natural Resources LLC Delaware MP Magnetics LLC Delaware MP Separations Company LLC Delaware * Pursuant to Item 601(b)(21)(ii) of Regulation S-K, the names of other subsidiaries of MP Materials Corp. are omitted because, considered in the aggregate, they would not con

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-392

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2023 MP MATERIALS CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2023 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission Fi

MP Materials Reports Fourth Quarter and Full Year 2022 Results Quarterly production and sales volumes climbed 2% and 12% year-over-year, respectively 2022 production of 42,499 metric tons represents highest annual primary rare earth production in U.S

Exhibit 99.1 MP Materials Reports Fourth Quarter and Full Year 2022 Results Quarterly production and sales volumes climbed 2% and 12% year-over-year, respectively 2022 production of 42,499 metric tons represents highest annual primary rare earth production in U.S. history Generated $527.5 million of revenue in 2022, an increase of 59% Increased annual net income 114% to $289.0 million and Adjusted

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2023 MP MATERIALS CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2023 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission Fi

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE ) IN RE MP MATERIALS CORP. ) C.A. No. 2023- - ) VERIFIED APPLICATION PURSUANT TO 8 DEL. C. § 205

EX-99.1 Exhibit 99.1 EFiled: Feb 16 2023 10:45AM EST Transaction ID 69162434 Case No. 2023-0192- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE ) IN RE MP MATERIALS CORP. ) C.A. No. 2023- - ) VERIFIED APPLICATION PURSUANT TO 8 DEL. C. § 205 1. MP Materials Corp. (“MPMC” or the “Company”), a Delaware corporation, by and through its undersigned counsel, hereby brings this Verified Application Pur

MP / Mp Materials Corp / BlackRock Inc. Passive Investment

SC 13G 1 us5533681012020923.txt us5533681012020923.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 1) MP MATERIALS CORP - (Name of Issuer) Class A Common Stock - (Title of Class of Securities) 553368101 - (CUSIP Number) January 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate

MP / Mp Materials Corp / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SC 13G 1 tv01456-mpmaterialscorp.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: MP Materials Corp. Title of Class of Securities: Common Stock CUSIP Number: 553368101 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to wh

MP / Mp Materials Corp / BlackRock Inc. Passive Investment

SC 13G 1 us5533681012020823.txt us5533681012020823.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) MP MATERIALS CORP - (Name of Issuer) Class A Common Stock - (Title of Class of Securities) 553368101 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Mine Safety Disclosure pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Exhibit 95.1 MINE SAFETY DISCLOSURE Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the ?Dodd-Frank Act?), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violati

MP Materials Reports Third Quarter 2022 Results and Begins Stage II Commissioning REO Sales and Production Volumes of 10,676 and 10,886 Metric Tons, Respectively Revenue Up 25% Year-over-Year to $124.4M Net Income Increased 48% Year-over-Year to $63.

Exhibit 99.1 MP Materials Reports Third Quarter 2022 Results and Begins Stage II Commissioning REO Sales and Production Volumes of 10,676 and 10,886 Metric Tons, Respectively Revenue Up 25% Year-over-Year to $124.4M Net Income Increased 48% Year-over-Year to $63.2M Adjusted EBITDA Increased 34% Year-over-Year to $91.4M Diluted EPS Grew 43% Year-over-Year to $0.33 Adjusted Diluted EPS Grew 38% Year

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2022 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission Fil

LETTER

United States securities and exchange commission logo September 27, 2022 Ryan Corbett Chief Financial Officer MP Materials Corp.

MP / Mp Materials Corp / JHL Capital Group LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* MP Materials Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 553368101 (CUSIP Number) James H. Litinsky c/o JHL Capital Group LLC 1500 N. Halsted Suite 200 Chicago, IL 60642 (312) 628-7350 (Name, Ad

MP / Mp Materials Corp / QVT Financial LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* MP Materials Corp. (Name of Issuer) Class A common stock, par value of $0.0001 per share (Title of Class of Securities) 553368101 (CUSIP Number) Eleazer Klein, Esq. Schulte Roth & Zabel LLP 919 Third Avenue, New York, NY 10022 (212) 756-2000 (Name, Addre

MP MATERIALS CORP. 6720 VIA AUSTI PARKWAY, SUITE 450 LAS VEGAS, NEVADA 89119

MP MATERIALS CORP. 6720 VIA AUSTI PARKWAY, SUITE 450 LAS VEGAS, NEVADA 89119 September 2, 2022 Via EDGAR Mr. Brian McAllister Mr. Raj Rajan Division of Corporation Finance Office of Energy & Transportation U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Comment Letter dated August 29, 2022 Form 10-K for the year ended December 31, 2021 Filed February 28, 2022 File

LETTER

United States securities and exchange commission logo August 29, 2022 Ryan Corbett Chief Financial Officer MP Materials Corp.

MP / Mp Materials Corp / JHL Capital Group LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* MP Materials Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 553368101 (CUSIP Number) James H. Litinsky c/o JHL Capital Group LLC 1500 N. Halsted Suite 200 Chicago, IL 60642 (312) 628-7350 (Name, Ad

MP Materials Reports Second Quarter 2022 Results Sales and Production Volumes of 10,000 and 10,300 Metric Tons of REO, Respectively Revenue Up 96% Year-over-Year to $143.6M Net Income Increased 170% Year-over-Year to $73.3M Adjusted EBITDA Increased

Exhibit 99.1 MP Materials Reports Second Quarter 2022 Results Sales and Production Volumes of 10,000 and 10,300 Metric Tons of REO, Respectively Revenue Up 96% Year-over-Year to $143.6M Net Income Increased 170% Year-over-Year to $73.3M Adjusted EBITDA Increased 137% Year-over-Year to $110.0M Diluted EPS Grew 153% Year-over-Year to $0.38 Adjusted Diluted EPS Grew 139% Year-over-Year to $0.43 LAS V

Mine Safety Disclosure pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Exhibit 95.1 MINE SAFETY DISCLOSURE Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the ?Dodd-Frank Act?), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violati

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2022 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation or organiza

MP / Mp Materials Corp / QVT Financial LP - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 5)* Under the Securities Exchange Act of 1934 MP Materials Corp. (Name of Issuer) Class A common stock, par value of $0.0001 per share (Title of Class of Securities) 553368101 (CUSIP Number) Eleazer Klein, Esq. Schulte Roth & Zabel LLP 919 Third Avenue, New York, NY 10022 (212) 756-2000 (Na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Mine Safety Disclosure pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Exhibit 95.1 MINE SAFETY DISCLOSURE Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the ?Dodd-Frank Act?), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violati

Offtake Agreement, dated as of March 4, 2022, between MP Mine Operations LLC and Shenghe Resources (Singapore) International Trading PTE LTD. (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022).

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT MP MATERIALS CORP.

MP Materials Reports First Quarter 2022 Results Record Quarterly Revenue, Net Income and Adjusted EBITDA Strong Year-over-Year Growth in REO Sales and Production Volumes of 20% and 10%, Respectively Revenue Up 177% Year-over-Year to $166.3M Net Incom

Exhibit 99.1 MP Materials Reports First Quarter 2022 Results Record Quarterly Revenue, Net Income and Adjusted EBITDA Strong Year-over-Year Growth in REO Sales and Production Volumes of 20% and 10%, Respectively Revenue Up 177% Year-over-Year to $166.3M Net Income Increased 431% Year-over-Year to $85.6M Adjusted EBITDA Increased 301% Year-over-Year to $132.3M Diluted EPS Grew 400% Year-over-Year t

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2022 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

MP Materials Begins Construction on Texas Rare Earth Magnetics Factory to Restore Full U.S. Supply Chain

Exhibit 99.1 MP Materials Begins Construction on Texas Rare Earth Magnetics Factory to Restore Full U.S. Supply Chain ? MP Materials and General Motors simultaneously announce a definitive supply agreement commencing in late 2023 to produce rare earth alloy and magnets for GM?s EV programs ? The facility will create approximately 150 skilled jobs and approximately 1,300 indirect jobs ? MP Material

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2022 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission File

MP / Mp Materials Corp / QVT Financial LP - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 4)* Under the Securities Exchange Act of 1934 MP Materials Corp. (Name of Issuer) Class A common stock, par value of $0.0001 per share (Title of Class of Securities) 553368101 (CUSIP Number) Eleazer Klein, Esq. Schulte Roth & Zabel LLP 919 Third Avenue, New York, NY 10022 (212) 756-2000 (Na

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2022 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission File N

MP / Mp Materials Corp / JHL Capital Group LLC - SC 13D/A Activist Investment

SC 13D/A 1 brhc10034673sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* MP Materials Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 553368101 (CUSIP Number) James H. Litinsky c/o JHL Capital Group LLC 1500 N. Halsted Suite 200

Subsidiaries of the Registrant.

Exhibit 21.1 MP MATERIALS CORP. SUBSIDIARIES Company State or Jurisdiction of Incorporation MP Mine Operations LLC Delaware Secure Natural Resources LLC Delaware MP Magnetics LLC Delaware MP Separations Company LLC Delaware

Technical Report Summary of SRK Consulting (U.S.), Inc. prepared for MP Materials Corp. and issued effective as of September 30, 2021.

Exhibit 96.1 SEC Technical Report Summary Pre-Feasibility Study Mountain Pass Mine San Bernardino County, California Effective Date: September 30, 2021 Report Date: February 16, 2022 Report Prepared for MP Materials Corp. 67750 Bailey Road HC1 Box 224 Mountain Pass, CA 92366 Report Prepared by SRK Consulting (U.S.), Inc. 1125 Seventeenth Street, Suite 600 Denver, CO 80202 SRK Project Number: 53690

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-392

Description of Securities (incorporated herein by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended on December 31, 2021).

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED General The common stock to purchase common stock of MP Materials Corp. (the ?Company?) are registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). The following summary is not intended to be a complete discussio

Mine Safety Disclosure pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Exhibit 95.1 MINE SAFETY DISCLOSURE Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the ?Dodd-Frank Act?), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violati

Form of MP Materials Corp. 2020 Stock Incentive Plan Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended on December 31, 2021).

Exhibit 10.15 MP MATERIALS CORP. 2020 Stock Incentive Plan Restricted Stock Unit Award Agreement MP Materials Corp., a Delaware corporation (the ?Company?), hereby grants to [] (the ?Holder?) as of [DATE] (the ?Grant Date?), pursuant to the provisions of the MP Materials Corp. 2020 Stock Incentive Plan (the ?Plan?), a restricted stock unit award (the ?Award?) with respect to [] shares of the Compa

MP Materials Reports Fourth Quarter and Full Year 2021 Results Quarterly production and revenues climbed 10% and 135% year-over-year, respectively 2021 production of 42,413 metric tons represents highest annual primary rare earth production in U.S. h

Exhibit 99.1 MP Materials Reports Fourth Quarter and Full Year 2021 Results Quarterly production and revenues climbed 10% and 135% year-over-year, respectively 2021 production of 42,413 metric tons represents highest annual primary rare earth production in U.S. history Generated $135.0 million of Net Income in 2021; Adjusted EBITDA of $219.1 million increased 414% year-over-year Updated proven and

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2022 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission Fi

As filed with the Securities and Exchange Commission on December 30, 2021

Table of Contents As filed with the Securities and Exchange Commission on December 30, 2021 Registration No.

Form of Indenture (incorporated herein by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-3 filed on December 30, 2021).

Exhibit 4.6 MP MATERIALS CORP. AND , Trustee FORM OF INDENTURE Dated as of Debt Securities Reconciliation and tie between Trust Indenture Act of 1939, as amended, and the Indenture Trust Indenture Act Section Indenture Section (S)310(a)(1) 6.8 (a)(2) 6.8 (b) 6.9 (S)312(a) 7.1 (b) 7.2 (c) 7.2 (S)313(a) 7.3 (b)(2) 7.3 (c) 7.3 (d) 7.3 (S)314(a) 7.4 (c)(1) 1.2 (c)(2) 1.2 (e) 1.2 (f) 1.2 (S)316(a) (las

Form T-1 Statement of Eligibility under Trust Indenture Act of 1939 of U.S. Bank National Association with respect to the Indenture filed as Exhibit 4.4.

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer Identif

MP Materials to Build U.S. Magnet Factory, Enters Long-Term Supply Agreement with General Motors MP’s initial magnetics facility in Fort Worth, Texas, will source materials from Mountain Pass, California, restoring a fully integrated U.S. supply chai

Exhibit 99.2 MP Materials to Build U.S. Magnet Factory, Enters Long-Term Supply Agreement with General Motors MP?s initial magnetics facility in Fort Worth, Texas, will source materials from Mountain Pass, California, restoring a fully integrated U.S. supply chain MP has entered a long-term agreement with General Motors to supply U.S.-sourced and manufactured rare earth alloy and magnets to power

General Motors and MP Materials Enter Long-Term Supply Agreement to Scale Rare Earth Magnet Sourcing and Production in the U.S. Rare earth materials sourced from Mountain Pass, California, will be manufactured into magnets at new MP Materials product

Exhibit 99.1 General Motors and MP Materials Enter Long-Term Supply Agreement to Scale Rare Earth Magnet Sourcing and Production in the U.S. Rare earth materials sourced from Mountain Pass, California, will be manufactured into magnets at new MP Materials production facility in Fort Worth, Texas Rare earth magnets are critical components in GM Ultium Platform EV motors GM?s EV supply chain strateg

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2021 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission Fil

As filed with the Securities and Exchange Commission on December 3, 2021

POS AM 1 d236878dposam.htm POS AM Table of Contents As filed with the Securities and Exchange Commission on December 3, 2021 Registration No. 333-251239 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 ON FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MP Materials Corp. (Exact Name of Registrant as Specified in Its

Subsidiaries of the Registrant.

Exhibit 21.1 MP MATERIALS CORP. SUBSIDIARIES Company State or Jurisdiction of Incorporation MP Mine Operations LLC Delaware Secure Natural Resources LLC Delaware MP Magnetics LLC Delaware MP Separations LLC Delaware

Employment Agreement, dated November 18, 2021, effective as of January 1, 2022, between MP Materials Corp. and Michael Rosenthal (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 19, 2021).

Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into on November 18, 2021, effective as of January 1, 2022 (the ?Effective Date?), by and between MP Materials Corp., a Delaware corporation (the ?Company? and, together with any of its direct or indirect subsidiaries, the ?Company Group?), and Michael Rosenthal (?Executive?): RECITALS The Company employed Exe

Employment Agreement, dated November 18, 2021, effective as of January 1, 2022, between MP Materials Corp. and Elliot D. Hoops (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on November 19, 2021).

Exhibit 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into on November 18, 2021, effective as of January 1, 2022 (the ?Effective Date?), by and between MP Materials Corp., a Delaware corporation (the ?Company? and, together with any of its direct or indirect subsidiaries, the ?Company Group?), and Elliot D. Hoops (?Executive?): RECITALS The Company employed Execu

Employment Agreement, dated November 18, 2021, effective as of January 1, 2022, between MP Materials Corp. and James H. Litinsky (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 19, 2021).

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into on November 18, 2021, effective as of January 1, 2022 (the ?Effective Date?), by and between MP Materials Corp., a Delaware corporation (the ?Company? and, together with any of its direct or indirect subsidiaries, the ?Company Group?), and James H. Litinsky (?Executive?): RECITALS The Company employed Exe

Employment Agreement, dated November 18, 2021, effective as of January 1, 2022, between MP Materials Corp. and Ryan Corbett (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 19, 2021).

Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into on November 18, 2021, effective as of January 1, 2022 (the ?Effective Date?), by and between MP Materials Corp., a Delaware corporation (the ?Company? and, together with any of its direct or indirect subsidiaries, the ?Company Group?), and Ryan Corbett (?Executive?): RECITALS The Company employed Executiv

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2021 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Mine Safety Disclosure pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Exhibit 95.1 MINE SAFETY DISCLOSURE Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the ?Dodd-Frank Act?), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violati

Form of MP Materials Corp. 2020 Stock Incentive Plan Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021).

Exhibit 10.1 MP MATERIALS CORP. 2020 Stock Incentive Plan Restricted Stock Award Notice Participant Name You have been awarded shares of restricted stock of MP Materials Corp., a Delaware corporation (the ?Company?), pursuant to the terms and conditions of the MP Materials Corp. 2020 Stock Incentive Plan (the ?Plan?) and the Restricted Stock Award Agreement (together with this Award Notice, the ?A

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2021 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission Fil

MP Materials Reports Third Quarter 2021 Results Record Quarterly Production and Sales Volumes, Revenue and Net Income Revenue Increased 143% Year-over-Year to $99.8 million Net Income Increased 192% Year-over-Year to $42.8 million Adjusted EBITDA Inc

EX-99.1 2 mpmcq32021er.htm EX-99.1 Exhibit 99.1 MP Materials Reports Third Quarter 2021 Results Record Quarterly Production and Sales Volumes, Revenue and Net Income Revenue Increased 143% Year-over-Year to $99.8 million Net Income Increased 192% Year-over-Year to $42.8 million Adjusted EBITDA Increased 488% Year-over-Year to $68.3 million LAS VEGAS, Nev. – November 4, 2021 – MP Materials Corp. (N

MP / Mp Materials Corp / JHL Capital Group LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* MP Materials Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 553368101 (CUSIP Number) James H. Litinsky c/o JHL Capital Group LLC 1500 N. Halsted Suite 200 Chicago, IL 60642 (312) 628-7350 (Name, Ad

MP / Mp Materials Corp / QVT Financial LP - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 3)* Under the Securities Exchange Act of 1934 MP Materials Corp. (Name of Issuer) Class A common stock, par value of $0.0001 per share (Title of Class of Securities) 553368101 (CUSIP Number) Eleazer Klein, Esq. Schulte Roth & Zabel LLP 919 Third Avenue, New York, NY 10022 (212) 756-2000 (Na

Underwriting Agreement, dated as of September 13, 2021, by and among MP Materials Corp., Morgan Stanley & Co. LLC and the selling stockholders named in Schedule B thereto

Exhibit 1.1 MP MATERIALS CORP. (a Delaware corporation) 4,250,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: September 13, 2021 MP MATERIALS CORP. (a Delaware corporation) 4,250,000 Shares of Common Stock UNDERWRITING AGREEMENT September 13, 2021 Morgan Stanley & Co. LLC as Representative of the several Underwriters c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladi

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 16, 2021 MP MATERIALS CORP. (Exact name of Registrant as Specified in its Charter) Delaware 001-39277 84-4465489 (State or Other Jurisdiction of Incorporation) (Commission F

4,250,000 Shares Common Stock

424B5 1 d219059d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-251239 Prospectus Supplement (To Prospectus dated December 28, 2020) 4,250,000 Shares Common Stock The selling stockholders named in this prospectus supplement are offering 4,250,000 shares of our common stock. The shares of common stock being offered by the selling stockholders. We will not rec

Subject to Completion Preliminary Prospectus Supplement dated September 13, 2021

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-251239 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Form of MP Materials Corp. 2020 Stock Incentive Plan Non-Employee Director Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021).

Exhibit 10.4 MP Materials Corp. 2020 Stock Incentive Plan Non-Employee Director Restricted Stock Unit Award Notice [Name of Holder] You have been awarded a restricted stock unit award with respect to shares of common stock of MP Materials Corp., a Delaware corporation (the ?Company?), pursuant to the terms and conditions of the MP Materials Corp. 2020 Stock Incentive Plan (the ?Plan?) and the Non-

MP MATERIALS CORP. Up to 111,147,154 shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-251239 PROSPECTUS SUPPLEMENT (to Prospectus dated December 28, 2020) MP MATERIALS CORP. Up to 111,147,154 shares of Common Stock This prospectus supplement, as previously supplemented on May 3, 2021, May 13, 2021, and June 22, 2021, supplements the prospectus dated December 28, 2020 (the ?Prospectus?), which forms a part of registration stateme

Transition and Resignation Agreement, dated

Exhibit 10.1 TRANSITION AND RESIGNATION AGREEMENT THIS TRANSITION AND RESIGNATION AGREEMENT (this ?Agreement?) is made and entered into by and between MP Materials Corp., together with any subsidiaries or affiliates (collectively, the ?Company?), and Sheila Bangalore (the ?Executive?), dated as of April 26, 2021 (the ?Effective Date?). The Company and Executive are hereinafter collectively referre

Mine Safety Disclosure pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

EX-95.1 10 mpmcexhibit95163021.htm EX-95.1 Exhibit 95.1 MINE SAFETY DISCLOSURE Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information re

Employment Agreement, dated as of April 14, 2021, effective as of May 15, 2021, between MP Materials Corp. and Elliot Hoops.

EX-10.2 3 mpmcexhibit10263021.htm EX-10.2 Exhibit 10.2 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 14th day of April 2021 and shall be effective as of May 15, 2021 (the “Effective Date”), by and between MP Materials Corp. (the “Company”) and Elliot Hoops (the “Executive”). W I T N E S S E T H : WHEREAS, the Company desires to employ Executi

Form of MP Materials Corp. 2020 Stock Incentive Plan Restricted Stock Unit Agreement (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021).

EX-10.3 4 mpmcexhibit10363021.htm EX-10.3 Exhibit 10.3 MP MATERIALS CORP. 2020 Stock Incentive Plan RESTRICTED STOCK UNIT AWARD AGREEMENT MP Materials Corp., a Delaware corporation (the “Company”), hereby grants to [] (the “Holder”) as of [DATE] (the “Grant Date”), pursuant to the provisions of the MP Materials Corp. 2020 Stock Incentive Plan (the “Plan”), a restricted stock unit award (the “Award

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2021 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission File

MP Materials Reports Second Quarter 2021 Results Record Quarterly Production, Revenue and Net Income Accelerates Domestic Magnet Manufacturing Plans; Location TBA Later This Year Second Quarter 2021 Revenue Grew 141% Year-over-Year to $73.1 million S

EX-99.1 2 mpmcq22021er.htm EX-99.1 Exhibit 99.1 MP Materials Reports Second Quarter 2021 Results Record Quarterly Production, Revenue and Net Income Accelerates Domestic Magnet Manufacturing Plans; Location TBA Later This Year Second Quarter 2021 Revenue Grew 141% Year-over-Year to $73.1 million Second Quarter 2021 Net Income Increased Year-over-Year to $27.2 million Second Quarter 2021 Adjusted E

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2021 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation or organization) (C

MP MATERIALS CORP. Up to 111,147,154 Shares of Common Stock

Filed Pursuant to Rule 424(b)(7) Registration No. 333-251239 PROSPECTUS SUPPLEMENT (To Prospectus dated December 28, 2020) MP MATERIALS CORP. Up to 111,147,154 Shares of Common Stock This prospectus supplement, as previously supplemented on May 3, 2021 and May 13, 2021, supplements and amends the selling securityholder information contained in the prospectus, dated December 28, 2020 (the ?Prospect

EX-99.25

EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 18, 2021, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d2-2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00

Mine Safety Disclosure pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Exhibit 95.1 MINE SAFETY DISCLOSURE Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violati

MP MATERIALS CORP. Up to 111,147,154 shares of Common Stock Up to 11,499,968 shares of Common Stock Issuable upon Exercise of the Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-251239 Prospectus Supplement (to Prospectus dated December 28, 2020) MP MATERIALS CORP. Up to 111,147,154 shares of Common Stock Up to 11,499,968 shares of Common Stock Issuable upon Exercise of the Warrants This prospectus supplement supplements the prospectus dated December 28, 2020 (the ?Prospectus?), which forms a part of registration state

MP Materials Reports First Quarter 2021 Results Revenue Grew 189% Year-over-Year to $60.0 million Net Income Increased 737% Year-over-Year to $16.1 million Adjusted EBITDA Grew 537% Year-over-Year to $33.0 million

EX-99.1 2 mpmcq12021er.htm EX-99.1 Exhibit 99.1 MP Materials Reports First Quarter 2021 Results Revenue Grew 189% Year-over-Year to $60.0 million Net Income Increased 737% Year-over-Year to $16.1 million Adjusted EBITDA Grew 537% Year-over-Year to $33.0 million MOUNTAIN PASS, Calif. – May 6, 2021 – MP Materials Corp. (NYSE: MP) (“MP Materials” or the “Company”), the largest rare earth materials pr

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2021 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-39277 84-4465489 (State or other jurisdiction of incorporation) (Commission File Num

NOTICE OF REDEMPTION OF CERTAIN WARRANTS (CUSIP 553368119)

Exhibit 99.2 May 4, 2021 NOTICE OF REDEMPTION OF CERTAIN WARRANTS (CUSIP 553368119) Dear Public Warrant Holder, MP Materials Corp. (the ?Company?) hereby gives notice that it is redeeming, at 5:00 p.m. New York City time on June 7, 2021 (the ?Redemption Date?), all of the Company?s outstanding warrants (the ?Public Warrants?) to purchase shares of the Company?s common stock, $0.0001 par value per

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 4, 2021 MP MATERIALS CORP. (Exact name of Registrant as Specified in its Charter) Delaware 001-39277 84-4465489 (State or Other Jurisdiction of Incorporation) (Commission File Num

MP Materials Announces Cashless Redemption of Public Warrants

Exhibit 99.1 MP Materials Announces Cashless Redemption of Public Warrants MOUNTAIN PASS, Calif., May 4, 2021 ? MP Materials Corp. (NYSE: MP) (?MP Materials? or the ?Company?) today announced that the Company will redeem all of its outstanding warrants (the ?Public Warrants?) to purchase shares of the Company?s common stock, par value $0.0001 per share (the ?Common Stock?), that were issued under

MP MATERIALS CORP. Up to 111,147,154 shares of Common Stock Up to 11,499,968 shares of Common Stock Issuable upon Exercise of the Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-251239 Prospectus Supplement (to Prospectus dated December 28, 2020) MP MATERIALS CORP. Up to 111,147,154 shares of Common Stock Up to 11,499,968 shares of Common Stock Issuable upon Exercise of the Warrants This prospectus supplement supplements the prospectus dated December 28, 2020 (the ?Prospectus?), which forms a part of registration state

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

- DEF 14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.