[8-K] MP Materials Corp. / DE Reports Material Event

Rhea-AI Filing Summary

MP Materials Corp. (MP) reported that it has partnered with the U.S. Department of War and Saudi mining company Maaden to establish a strategic joint venture to develop a rare earth refinery in the Kingdom of Saudi Arabia. The initiative builds on a broader critical minerals cooperation framework between the United States and Saudi Arabia, highlighting the geopolitical importance of rare earth supply chains.

The joint venture is not yet definitive; the parties still must enter into final agreements to construct and operate the refinery. MP Materials notes that the project is subject to risks, including the ability to execute definitive joint venture agreements, achieve expected business milestones, manage heightened scrutiny tied to government partnerships, and secure sufficient funding over time, as described in its risk disclosures.

Insights

Geopolitical & Strategic Minerals Analyst

MP Materials announces a strategic rare earth JV plan with U.S. and Saudi partners, but key terms and execution remain uncertain.

MP Materials states that it has partnered with the U.S. Department of War and Maaden to form a strategic joint venture for a rare earth refinery in Saudi Arabia. This fits within a wider critical minerals cooperation framework between the United States and the Kingdom of Saudi Arabia, underscoring how rare earth processing is increasingly tied to national security and supply-chain policy.

The company emphasizes that the parties still need to enter into definitive agreements for constructing and operating the refinery, so the initiative is at a planning stage rather than an executed transaction. Disclosed risks include the ability to finalize joint venture terms, timing and achievement of business milestones, heightened scrutiny of government-linked projects, and the availability of funding, all of which may affect whether and how the refinery progresses.

MP Materials Corp. / DE false 0001801368 0001801368 2025-11-19 2025-11-19

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 File Number)		(IRS Employer Identification No.)

1700 S. Pavilion Center Drive, Suite 800

Las Vegas, Nevada 89135

(Address of principal executive offices and Zip Code)

(702) 844-6111

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value of $0.0001 per share		MP		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On November 19, 2025, MP Materials Corp. (the “Company”) issued a press release that it has partnered with the U.S. Department of War (“DOW”) to establish a strategic joint venture with Maaden, Saudi Arabia’s flagship mining company, to develop a rare earth refinery in the Kingdom of Saudi Arabia. This agreement follows the historic critical minerals cooperation framework agreement reached between the United States and the Kingdom of Saudi Arabia.

A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference in this Item 8.01.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains certain statements that are not historical facts and are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “will,” “target,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters, including statements related to the joint venture between the Company, U.S. Department of War and Maaden to develop a rare earth refinery in the Kingdom of Saudi Arabia. These forward-looking statements are subject to a number of risks and uncertainties, including risks relating to (i) the parties ability to enter in to definitive agreements establishing a joint venture for the purposes of constructing and operating a rare earth refinery in the Kingdom of Saudi Arabia, (ii) the timing and achievement of expected business milestones related to the joint venture, (iii) heightened scrutiny associated with government partnerships and contracts, including the availability of funding now and in the future, and (iv) those risk factors discussed in the Company’s filings with the Securities and Exchange Commission, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed by the Company with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release, dated November 19, 2025.
104		Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 19, 2025				MP MATERIALS CORP.
				By:		/s/ Elliot D. Hoops
						Elliot D. Hoops
						General Counsel and Secretary

FAQ

What did MP Materials (MP) announce in its latest 8-K?

MP Materials reported that it has partnered with the U.S. Department of War and Saudi mining company Maaden to establish a strategic joint venture to develop a rare earth refinery in the Kingdom of Saudi Arabia.

Who are MP Materials partners in the proposed Saudi rare earth refinery?

The partners named are the U.S. Department of War and Maaden, which is described as Saudi Arabias flagship mining company.

Where will the MP Materials joint venture refinery be located?

The planned joint venture aims to construct and operate a rare earth refinery in the Kingdom of Saudi Arabia.

Is the MP Materials joint venture for the Saudi refinery already finalized?

No. MP Materials notes that the parties still need to enter into definitive agreements to establish the joint venture for constructing and operating the rare earth refinery.

What risks does MP Materials highlight regarding the planned joint venture?

MP Materials cites risks including the parties ability to sign definitive joint venture agreements, the timing and achievement of expected business milestones, heightened scrutiny of government partnerships and contracts, and the availability of funding now and in the future.

How does this MP Materials announcement relate to U.S.-Saudi critical minerals policy?

The company states that the joint venture agreement follows a historic critical minerals cooperation framework agreement between the United States and the Kingdom of Saudi Arabia, positioning the project within a broader strategic policy context.