MP Materials (NYSE: MP) CAO reports RSU awards and share withholding

Rhea-AI Filing Summary

MP Materials Corp. Chief Accounting Officer David Gregory Infuso reported several equity transactions involving company common stock. On January 12, 2026, he acquired 3,894 shares tied to restricted stock units that vest in four annual installments beginning on the first anniversary of the grant date, and an additional 1,301 shares from restricted stock units that vested on the date of grant, both at a reported price of $0 per share.

To cover tax withholding on these vestings, the report shows shares withheld: 581 shares at $65.34 on January 12, 1,820 shares at $63.82 on January 13, and 444 shares at $69.30 on January 14, 2026. After these transactions, Infuso directly beneficially owns 50,444 shares of MP Materials common stock.

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^*

Infuso David Gregory

(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)
	Chief Accounting Officer

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		3,894(1)	A	$0	51,988	D
Common Stock	01/12/2026		A		1,301(2)	A	$0	53,289	D
Common Stock	01/12/2026		F		581(3)	D	$65.34	52,708	D
Common Stock	01/13/2026		F		1,820(4)	D	$63.82	50,888	D
Common Stock	01/14/2026		F		444(5)	D	$69.3	50,444	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 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. The securities reported are restricted stock units that vested on the date of grant.

3. Represents shares withheld to satisfy tax withholding obligations applicable to the vesting of restricted stock units 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 13, 2026.

5. 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, attorney-in-fact for David Gregory Infuso	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).
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FAQ

What insider activity did MP (MP Materials Corp.) report in this Form 4?

The Form 4 shows that Chief Accounting Officer David Gregory Infuso reported acquisitions of MP Materials common stock from restricted stock units and share withholdings to cover tax obligations tied to those vestings in January 2026.

How many MP (MP Materials) shares did the CAO acquire through restricted stock units?

On January 12, 2026, he acquired 3,894 shares from restricted stock units that vest in four annual installments and 1,301 shares from restricted stock units that vested on the date of grant, all at a reported price of $0 per share.

Why were some MP (MP Materials) shares withheld in this Form 4 filing?

The filing states that 581 shares on January 12, 1,820 shares on January 13, and 444 shares on January 14, 2026, were withheld to satisfy tax withholding obligations related to the vesting of restricted stock units.

What does the Form 4 say about the vesting schedule of the MP Materials restricted stock units?

The report explains that certain restricted stock units vest in four annual installments beginning on the first anniversary of the grant date, and that each unit represents the right to receive one share of MP Materials common stock upon vesting.

How many MP (MP Materials) shares does the CAO own after these January 2026 transactions?

Following the reported acquisitions and tax-related share withholdings, David Gregory Infuso directly beneficially owns 50,444 shares of MP Materials common stock.

Were the tax withholding transactions in MP (MP Materials) shares open-market sales?

No. The Form 4 uses transaction code "F" and footnotes stating these entries represent shares withheld to satisfy tax withholding obligations on vested restricted stock units, rather than discretionary open-market sales.