MP Materials CEO sells 248,411 shares, reports RSU vesting

MP Materials Corp. (MP) reported insider transactions by Chairman and CEO James H. Litinsky, who is also a director.

Rhea-AI Filing Summary

MP Materials Corp. (MP) reported insider transactions by Chairman and CEO James H. Litinsky, who is also a director. On November 18, 2025, 78,700 shares of common stock were withheld at $58.51 per share to cover taxes on the vesting of 200,000 restricted stock units. Following this, he directly held 333,644 common shares.

On November 20, 2025, Litinsky’s revocable trust sold 207,691 shares of common stock at a weighted average price of $63.72 per share, and an additional 40,720 shares at a weighted average price of $64.60 per share. After these sales, the trust beneficially owned 13,369,665 MP Materials common shares, reported as indirect ownership.

Insider Trade Summary

Net Seller: 248,411 shares

Net Sell 3 txns

Insider Litinsky James H.

Role Chairman and CEO

Sold 248,411 shs ($15.86M)

Type	Security	Shares	Price	Value
Sale	Common Stock	207,691	$63.72	$13.23M
Sale	Common Stock	40,720	$64.60	$2.63M
Exercise Price or Tax Liability	Common Stock	78,700	$58.51	$4.60M

Holdings After Transaction: Common Stock — 333,644 shares (Direct); Common Stock — 13,369,665 shares (Indirect, Held by James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011)

Footnotes (3)

1. F1. Represents shares withheld to satisfy tax withholding obligation applicable to the vesting of 200,000 shares of restricted stock units that vested on November 18, 2025.
2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.27 to $64.25. 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 (2) to this Form 4.
3. F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.27 to $65.03. 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.

FAQ

What insider transaction did MP Materials (MP) report on this Form 4?

The filing reports that James H. Litinsky, Chairman, CEO, and director of MP Materials, had shares withheld for taxes upon RSU vesting and sold common stock through his revocable trust.

How many MP Materials shares were withheld for taxes from James Litinskys RSU vesting?

On November 18, 2025, 78,700 MP Materials common shares were withheld at $58.51 per share to satisfy tax obligations on the vesting of 200,000 restricted stock units.

How many MP Materials (MP) shares did James Litinsky sell and at what prices?

On November 20, 2025, James Litinskys revocable trust sold 207,691 shares at a weighted average price of $63.72 and 40,720 shares at a weighted average price of $64.60 per share.

How many MP Materials shares does James Litinsky beneficially own after these transactions?

After the reported transactions, James Litinsky directly owned 333,644 MP Materials common shares and indirectly owned 13,369,665 shares through his revocable trust.

What is James Litinskys relationship to MP Materials (MP)?

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

Were the MP Materials insider sales made at a single price?

No. The filing states the prices are weighted averages, with individual sale prices ranging from $63.27 to $64.25 for one trade and $64.27 to $65.03 for the other.

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Accepted by SEC EDGAR 11/20/2025 - 09:40 PM 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 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)
11/18/2025

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	11/18/2025		F		78,700(1)	D	$58.51	333,644	D
Common Stock	11/20/2025		S		207,691	D	$63.72(2)	13,410,385	I	Held by James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011
Common Stock	11/20/2025		S		40,720	D	$64.6(3)	13,369,665	I	Held by James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011

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. Represents shares withheld to satisfy tax withholding obligation applicable to the vesting of 200,000 shares of restricted stock units that vested on November 18, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.27 to $64.25. 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 (2) to this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.27 to $65.03. 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.

Remarks:

	/s/ Elliot D. Hoops, Attorney-In-Fact for James H. Litinsky	11/20/2025
	** 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.