MP Materials (NYSE: MP) CEO sells 185,167 shares via trust

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

MP Materials Chairman and CEO James H. Litinsky reported open-market sales of 185,167 shares of common stock on June 3, 2026, carried out through the James Henry Litinsky Revocable Trust.

The Form 4 shows 136,141 shares sold at $68.65, 37,286 shares at $70.23, and 11,740 shares at $71.31, with prices described as weighted averages across multiple trades between $68.27 and $71.81. Following these sales, the trust holds 11,794,225 shares, and Litinsky also holds 216,397 shares directly.

Insights

CEO’s trust executes sizable but partial open-market share sale.

The filing shows 185,167 shares of MP Materials common stock sold on June 3, 2026 via open-market transactions by a revocable trust for which James H. Litinsky is sole trustee. All sales are straightforward Form 4 code S dispositions.

Despite the sale size, Litinsky’s associated trust still holds 11,794,225 shares, and he holds an additional 216,397 shares directly, indicating a substantial remaining stake. No derivative positions are listed in this filing, and there is no reference here to a Rule 10b5-1 trading plan.

Because the transactions are ordinary open-market sales and the filing does not quantify the company’s total shares outstanding, the direct impact on overall ownership structure or control is hard to gauge from this document alone. On available information, this appears as a notable but not transformational liquidity event.

Insider Trade Summary

Net Seller: 185,167 shares ($12,801,855)

Net Sell 4 txns

Insider Litinsky James H.

Role Chairman and CEO

Sold 185,167 shs ($12.80M)

Type	Security	Shares	Price	Value
Sale	Common Stock	11,740	$71.31	$837K
Sale	Common Stock	37,286	$70.23	$2.62M
Sale	Common Stock	136,141	$68.65	$9.35M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 11,794,225 shares (Indirect, Held by James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011); Common Stock — 216,397 shares (Direct, null)

Footnotes (1)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.00 to $71.81. The reporting person undertakes to provide to MP Materials Corp., any security holder of MP Materials Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (1) to this Form 4. James Litinsky as sole trustee of the James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.00 to $70.98. The reporting person undertakes to provide to MP Materials Corp., any security holder of MP Materials Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (3) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.27 to $69.25. The reporting person undertakes to provide to MP Materials Corp., any security holder of MP Materials Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (4) to this Form 4.

Key Figures

Shares sold total: 185,167 shares Block sale 1: 136,141 shares at $68.65 Block sale 2: 37,286 shares at $70.23 +4 more

7 metrics

Shares sold total 185,167 shares Open-market sales on June 3, 2026

Block sale 1 136,141 shares at $68.65 Open-market sale via trust

Block sale 2 37,286 shares at $70.23 Open-market sale via trust

Block sale 3 11,740 shares at $71.31 Open-market sale via trust

Indirect holdings after sales 11,794,225 shares Held by James Henry Litinsky Revocable Trust

Direct holdings after sales 216,397 shares Direct ownership by James H. Litinsky

Price ranges $68.27–$71.81 Weighted-average trade ranges in footnotes

Key Terms

open-market sale, weighted average price, Revocable Trust, indirect

4 terms

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Revocable Trust financial

"James Henry Litinsky Revocable Trust u/a/d 10/19/2011"

A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.

indirect financial

""ownership_type": "indirect""

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Form 4 Insider Transactions: What Each Field Means →

06/05/2026 - 08:05 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Litinsky James H.

(Last)

(First)

(Middle)

1700 S. PAVILION CENTER DRIVE, SUITE 800

(Street)

LAS VEGAS

NEVADA

89135

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
MP Materials Corp. / DE [ MP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/03/2026		S		11,740	D	$71.31⁽¹⁾	11,794,225	I	Held by James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011⁽²⁾
Common Stock	06/03/2026		S		37,286	D	$70.23⁽³⁾	11,756,939	I	Held by James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011⁽²⁾
Common Stock	06/03/2026		S		136,141	D	$68.65⁽⁴⁾	11,620,798	I	Held by James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011⁽²⁾
Common Stock								216,397	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.00 to $71.81. The reporting person undertakes to provide to MP Materials Corp., any security holder of MP Materials Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (1) to this Form 4.

2. James Litinsky as sole trustee of the James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.00 to $70.98. The reporting person undertakes to provide to MP Materials Corp., any security holder of MP Materials Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (3) to this Form 4.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.27 to $69.25. The reporting person undertakes to provide to MP Materials Corp., any security holder of MP Materials Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (4) to this Form 4.

Remarks:

	/s/ Elliot D. Hoops, Attorney-In-Fact for James H. Litinsky	06/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did MP (MP Materials) CEO James Litinsky report in this Form 4?

He reported open-market sales of 185,167 MP Materials common shares on June 3, 2026, executed through a revocable trust. The trades were coded as sales (S), indicating routine market dispositions rather than option exercises or gifts.

At what prices were the MP (MP Materials) shares sold in this insider filing?

The filing lists weighted average sale prices of $68.65, $70.23, and $71.31 per share. Footnotes explain these averages reflect multiple trades executed in ranges between $68.27 and $71.81 across the different transaction blocks.

How many MP (MP Materials) shares does James Litinsky still hold after these sales?

After the reported trades, the James Henry Litinsky Revocable Trust holds 11,794,225 MP Materials shares, and Litinsky directly owns 216,397 shares. The filing shows no derivative holdings, so these amounts represent the visible equity position in this report.

Were the MP (MP Materials) insider sales made directly by James Litinsky or through an entity?

The sales were made through an entity: the James Henry Litinsky Revocable Trust, with Litinsky acting as sole trustee. The Form 4 classifies these as indirect holdings, while a separate entry shows his smaller direct ownership position in MP Materials shares.

Does this MP (MP Materials) Form 4 mention a Rule 10b5-1 trading plan?

The provided Form 4 excerpt does not reference any Rule 10b5-1 trading plan. It characterizes the transactions as open-market sales, with additional detail only about weighted average pricing and trade price ranges, not about pre-arranged trading arrangements.