MP Materials (NYSE: MP) CFO details RSU vesting, tax share sales

Rhea-AI Filing Summary

MP Materials Corp. Chief Financial Officer Ryan Corbett filed a Form 4 reporting stock activity tied to restricted stock units (RSUs). On January 12, 2026, he acquired 16,573 common shares from time-based RSUs and 30,590 common shares from performance-based RSUs at $0 per share as the awards vested. The performance-based units were granted in 2023 and vest after a three-year period based on relative total shareholder return versus the S&P 400 Index and S&P 400 Materials Index.

On January 12, 13, and 14, 2026, Corbett had a total of 28,812 shares withheld at prices between $63.82 and $69.3 per share to cover tax obligations on these vestings, reported under transaction code “F.” After these transactions, he directly held 175,017 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^*

Corbett Ryan

(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 Financial 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		16,573(1)	A	$0	173,239	D
Common Stock	01/12/2026		A		30,590(2)	A	$0	203,829	D
Common Stock	01/12/2026		F		12,038(3)	D	$65.34	191,791	D
Common Stock	01/12/2026		F		7,315(4)	D	$65.34	184,476	D
Common Stock	01/13/2026		F		5,948(5)	D	$63.82	178,528	D
Common Stock	01/14/2026		F		3,511(6)	D	$69.3	175,017	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. 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, Attorney-In-Fact for Ryan Corbett	01/14/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did MP (MP Materials) report for its CFO?

The filing shows MP Materials Chief Financial Officer Ryan Corbett had restricted stock units vest and corresponding shares withheld to cover tax obligations, all reported as transactions in the company’s common stock.

How many MP (MP Materials) shares did the CFO receive from RSU vesting?

On January 12, 2026, the CFO received 16,573 MP Materials common shares from time-based restricted stock units and 30,590 shares from performance-based restricted stock units upon vesting.

Why were some MP (MP Materials) CFO transactions coded “F” on Form 4?

Transaction code “F” indicates shares were withheld to satisfy tax withholding obligations related to RSU vesting on January 12, 13, and 14, 2026, at prices between $63.82 and $69.3 per share.

What performance conditions applied to the MP (MP Materials) CFO’s RSUs?

The performance-based RSUs granted on February 23, 2023 cliff vest after a three-year period from 01/01/2023 to 12/31/2025, based on MP Materials’ relative total shareholder return versus the S&P 400 Index and S&P 400 Materials Index.

How many MP (MP Materials) shares does the CFO hold after these transactions?

Following the reported RSU vesting and tax withholding transactions, Chief Financial Officer Ryan Corbett directly held 175,017 shares of MP Materials common stock.

Were the MP (MP Materials) CFO’s Form 4 transactions made under a 10b5-1 plan?

The Form 4 includes a checkbox for transactions made under a Rule 10b5-1(c) trading plan, but the provided content does not indicate that this box was checked for the reported transactions.