MP Materials CEO sells 300,000 shares via trust

MP Materials Chairman and CEO James H. Litinsky reported open-market sales of a total of 300,000 shares of Common Stock through a revocable trust he controls.

Rhea-AI Filing Summary

MP Materials Chairman and CEO James H. Litinsky reported open-market sales of a total of 300,000 shares of Common Stock through a revocable trust he controls. The sales occurred on May 12–13 at weighted average prices ranging from about $64 to $67 per share.

After these transactions, the trust holds 12,205,965 MP shares indirectly, while Litinsky also holds 216,397 shares directly. The filing describes the sale prices as weighted averages across multiple individual trades within the stated price ranges.

Insider Trade Summary

Net Seller: 300,000 shares

Net Sell 5 txns

Insider Litinsky James H.

Role Chairman and CEO

Sold 300,000 shs ($19.63M)

Type	Security	Shares	Price	Value
Sale	Common Stock	93,959	$65.31	$6.14M
Sale	Common Stock	83,229	$64.93	$5.40M
Sale	Common Stock	19,844	$67.12	$1.33M
Sale	Common Stock	102,968	$65.67	$6.76M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 12,205,965 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)

Footnotes (5)

1. F1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.00 to $67.46. 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. F2. James Litinsky as sole trustee of the James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011.
3. F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.50 to $65.94. 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. F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.10 to $65.60. 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.
5. F5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.10 to $65.09. 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 (5) to this Form 4.

Key Figures

Shares sold: 300,000 shares Sale price example: $67.12 per share Sale price example: $64.93 per share +2 more

5 metrics

Shares sold 300,000 shares Total Common Stock sold in open-market trades on May 12–13

Sale price example $67.12 per share One reported weighted average sale price on May 12

Sale price example $64.93 per share One reported weighted average sale price on May 13

Indirect holdings after sale 12,205,965 shares Shares held indirectly by revocable trust after transactions

Direct holdings reported 216,397 shares Common Stock held directly by James H. Litinsky as of May 12

Key Terms

open-market sale, weighted average price, indirect ownership, Form 4

4 terms

open-market sale financial

"transaction_action: open-market sale of Common Stock by revocable trust"

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.

indirect ownership financial

"ownership_type: indirect, Held by James Henry Litinsky Revocable Trust"

Form 4 regulatory

"full information regarding the number of shares sold at each separate price within the range set forth in footnote (1) to this Form 4."

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did MP (MP) report for James H. Litinsky?

MP Materials reported that Chairman and CEO James H. Litinsky, through a revocable trust, sold a total of 300,000 shares of Common Stock in open-market transactions. The sales occurred over two days and were disclosed as weighted-average price trades.

Over what dates did the MP (MP) CEO's 300,000-share sale take place?

The 300,000-share sale linked to MP Materials' CEO took place on May 12 and May 13. Multiple individual trades were executed on each date, and the reported prices represent weighted averages across those transactions within specified price ranges.

At what prices were the 300,000 MP (MP) shares sold by the CEO's trust?

The reported sales by the CEO's revocable trust occurred at weighted average prices ranging from about $64.10 to $67.46 per share. Each price reflects multiple underlying trades, with detailed breakdowns available upon request from MP Materials or the SEC staff.

How many MP (MP) shares does James H. Litinsky hold after the reported sales?

After the disclosed transactions, a revocable trust for which James H. Litinsky is sole trustee holds 12,205,965 MP Materials shares indirectly. In addition, Litinsky directly owns 216,397 shares of Common Stock, according to the holdings information included in the Form 4 filing.

Were the MP (MP) CEO's share sales made directly or through an entity?

The reported MP Materials share sales were made indirectly through the James Henry Litinsky Revocable Trust, with Litinsky serving as sole trustee. The Form 4 notes these holdings as indirect ownership, distinguishing them from his smaller direct share position.

What does "weighted average price" mean in the MP (MP) Form 4?

In this MP Materials Form 4, a weighted average price means each reported price aggregates many individual trades executed within a price range. The insider undertakes to provide the exact number of shares sold at each specific price within those ranges upon request.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 05/14/2026 - 07:53 PM EDT Learn about SEC filing dates

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)
05/12/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/12/2026		S		19,844	D	$67.12(1)	12,486,121	I	Held by James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011(2)
Common Stock	05/12/2026		S		102,968	D	$65.67(3)	12,383,153	I	Held by James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011(2)
Common Stock	05/13/2026		S		93,959	D	$65.31(4)	12,289,194	I	Held by James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011(2)
Common Stock	05/13/2026		S		83,229	D	$64.93(5)	12,205,965	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)
				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 $67.00 to $67.46. 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 $65.50 to $65.94. 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 $65.10 to $65.60. 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.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.10 to $65.09. 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 (5) to this Form 4.

Remarks:

	/s/ Elliot D. Hoops, Attorney-In-Fact for James H. Litinsky	05/14/2026
	** 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.
* Form 4: SEC 1474 (03-26)