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

Rhea-AI Filing Summary

MP Materials Corp. reported that its General Counsel and Secretary, Elliot D. Hoops, had restricted stock units vest and related tax share withholdings in mid-January 2026. On January 12, 2026, he acquired 8,722 shares of common stock from time-based RSUs and 22,942 shares from performance-based RSUs at no cost, following the completion of a performance period and certification of pre-set performance conditions.

To cover tax obligations from these vestings, the company withheld shares on several dates, including 9,028 and 4,526 shares on January 12, 3,769 shares on January 13, and 1,300 shares on January 14 at stated market prices. After these transactions, Hoops directly beneficially owned 82,790 shares of MP Materials common stock and indirectly held an additional 1,000 shares through his spouse.

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^*

Hoops Elliot Dean

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2026

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	01/12/2026		A		8,722(1)	A	$0	78,471	D
Common Stock	01/12/2026		A		22,942(2)	A	$0	101,413	D
Common Stock	01/12/2026		F		9,028(3)	D	$65.34	92,385	D
Common Stock	01/12/2026		F		4,526(4)	D	$65.34	87,859	D
Common Stock	01/13/2026		F		3,769(5)	D	$63.82	84,090	D
Common Stock	01/14/2026		F		1,300(6)	D	$69.3	82,790	D
Common Stock								1,000	I	By Spouse

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 securities reported are restricted stock units that vest in four annual installments beginning on the first anniversary of the grant date. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock.

2. Represents the number of shares of Common Stock received upon vesting of restricted stock units with performance conditions award previously granted to the reporting person on February 23, 2023. Under the terms of this award, the restricted stock units with performance conditions cliff vest upon the conclusion of the three-year performance period from 01/01/2023 through 12/31/2025 and the certification of the Company's achievement of the pre-established performance conditions based on the relative total shareholder return of the Company's share price compared to the S&P 400 Index and S&P 400 Materials Index.

3. Represents shares withheld to satisfy tax withholding obligations applicable to the vesting of restricted stock units with performance conditions that vested on January 12, 2026.

4. Represents shares withheld to satisfy tax withholding obligations applicable to the vesting of restricted stock units that vested on January 12, 2026.

5. Represents shares withheld to satisfy tax withholding obligations applicable to the vesting of restricted stock units that vested on January 13, 2026.

6. Represents shares withheld to satisfy tax withholding obligations applicable to the vesting of restricted stock units that vested on January 14, 2026.

Remarks:

	/s/ Elliot D. Hoops	01/14/2026
	** 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.

FAQ

What did MP (MP) report in Elliot D. Hoops’s latest Form 4?

The Form 4 shows that Elliot D. Hoops, General Counsel and Secretary of MP Materials Corp., reported vesting of restricted stock units and related share withholdings for taxes in January 2026.

How many MP common shares did Elliot D. Hoops acquire from RSU vesting?

On January 12, 2026, Hoops acquired 8,722 MP Materials common shares from time-based restricted stock units and 22,942 shares from performance-based restricted stock units at a price of $0 per share.

Why were MP shares withheld in Elliot D. Hoops’s Form 4 filing?

Shares were withheld to satisfy tax withholding obligations arising from the vesting of restricted stock units, including performance-based RSUs that vested on January 12, 2026, and other RSUs that vested on January 12, 13, and 14, 2026.

What were the tax withholding share amounts and prices reported for MP (MP)?

The Form 4 reports tax withholding of 9,028 and 4,526 MP Materials shares at $65.34 per share on January 12, 2026, 3,769 shares at $63.82 per share on January 13, 2026, and 1,300 shares at $69.30 per share on January 14, 2026.

How many MP Materials shares does Elliot D. Hoops own after these transactions?

Following the reported transactions, Elliot D. Hoops beneficially owned 82,790 MP Materials common shares directly and 1,000 additional shares indirectly, held by his spouse.

What are the performance conditions tied to some of the MP RSUs that vested?

The performance-based restricted stock units vest after a three-year period from 01/01/2023 through 12/31/2025, upon certification of MP Materials’ achievement of pre-established performance conditions based on relative total shareholder return versus the S&P 400 Index and the S&P 400 Materials Index.