[Form 4] MP Materials Corp. / DE Insider Trading Activity

Rhea-AI Filing Summary

MP Materials Corp. insider James H. Litinsky reported several sales of company stock. On December 5, 2025, Litinsky, acting as chairman and CEO and through the James Henry Litinsky Revocable Trust, sold 275,561 shares of MP Materials common stock at a weighted average price of $62.79 per share, 34,801 shares at $63.11 per share, and 74,638 shares at $63.42 per share.

Following these transactions, the trust beneficially owned 13,105,965 MP Materials shares, reported as indirectly held. Litinsky also reported direct ownership of 212,344 shares of common stock. The filing notes that each weighted average price reflects multiple individual trades within disclosed price ranges, and Litinsky has agreed to provide detailed trade information to the company, its security holders, or SEC staff upon request.

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

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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 NV 89135

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2025

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/05/2025		S		275,561	D	$62.79(1)	13,215,404	I	Held by James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011(2)
Common Stock	12/05/2025		S		34,801	D	$63.11(3)	13,180,603	I	Held by James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011(2)
Common Stock	12/05/2025		S		74,638	D	$63.42(4)	13,105,965	I	Held by James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011(2)
Common Stock								212,344	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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 $62.25 to $63.24. 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 $63.00 to $63.83. 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 $63.25 to $63.74. 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	12/05/2025
	** 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.

FAQ

What insider transaction did MP (MP Materials Corp.) report?

The filing reports that James H. Litinsky, chairman and CEO of MP Materials Corp., disclosed multiple sales of the company’s common stock carried out on December 5, 2025, through a revocable trust.

How many MP Materials shares did James Litinsky sell on December 5, 2025?

On December 5, 2025, James Litinsky’s trust sold 275,561 MP Materials common shares at a weighted average price of $62.79 per share, 34,801 shares at $63.11 per share, and 74,638 shares at $63.42 per share.

What were the price ranges for the MP Materials stock sales reported by James Litinsky?

The filing states that the weighted average prices reflect multiple trades: footnote (1) covers prices from $62.25 to $63.24, footnote (3) from $63.00 to $63.83, and footnote (4) from $63.25 to $63.74.

How many MP Materials shares does James Litinsky beneficially own after the reported sales?

After the reported transactions, the James Henry Litinsky Revocable Trust beneficially owned 13,105,965 MP Materials shares indirectly, and James Litinsky also reported 212,344 shares held directly.

In what capacity is James Litinsky related to MP Materials Corp. in this Form 4?

James H. Litinsky is reported as a director and an officer of MP Materials Corp., serving as Chairman and CEO in this Form 4 disclosure.

Who legally holds the MP Materials shares reported as indirectly owned by James Litinsky?

The indirectly held shares are reported as held by James Henry Litinsky, Trustee of the James Henry Litinsky Revocable Trust u/a/d 10/19/2011, with Litinsky serving as sole trustee.