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

Rhea-AI Filing Summary

Connie K. Duckworth, a director of MP Materials Corp. (MP), was awarded 447 deferred stock units (DSUs) on 09/30/2025, increasing her beneficial ownership to 35,834 shares. Each DSU represents a right to receive one share of the company's common stock, are fully vested on grant, and will be settled upon the earlier of: the June 15 following the close of the fifth calendar year after the year the retainers are earned, certain change-in-control events, or the reporting person's separation from service. The DSUs were granted in connection with an election to defer cash retainers and were recorded at a transaction price of $0.

Positive

• 447 deferred stock units (DSUs) were awarded and are fully vested on grant, providing clarity on immediate beneficial ownership reporting.
• DSU settlement terms are explicit, stating the events that trigger conversion to common stock (time-based, change in control, or separation).
• Beneficial ownership amount is disclosed precisely: 35,834 shares following the reported transaction.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director compensation recorded as 447 fully vested DSUs; increases reported beneficial ownership to 35,834 shares.

This Form 4 documents a non-cash award tied to a director's decision to defer cash retainers into deferred stock units. The filing states the DSUs are fully vested on grant and specify clear settlement triggers, which means the reported increase in beneficial ownership is immediate for disclosure purposes while actual share settlement is delayed until stated events occur. The transaction is recorded at $0 consistent with a deferral conversion rather than an open-market purchase.

Corporate Governance Expert

TL;DR: Standard governance disclosure of director compensation via deferred stock units; settlement and vesting terms are specified.

The filing provides explicit terms: each DSU equals one share, units are fully vested upon grant, and settlement occurs on defined future dates or events. This disclosure satisfies Section 16 reporting requirements for changes in beneficial ownership by an officer/director. The filing is procedural and descriptive with no additional corporate action or contingent obligations described beyond the DSU settlement triggers.

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
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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).

1. Name and Address of Reporting Person^*

DUCKWORTH CONNIE K

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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	09/30/2025		A		447	A	$0	35,834(1)	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. Represents deferred stock units ("DSUs") awarded in connection with the election to defer cash retainers by the reporting person. Each DSU represents a right to receive a share of the registrant's common stock and are fully vested on grant. The DSUs will be settled upon the earlier to occur of the following: (i) June 15th occurring following the close of the fifth calendar year following the close of the calendar year in which the cash retainers are earned; (ii) certain changes in control of the registrant; and (iii) the date of the reporting person's separation from service.

Remarks:

	/s/ Elliot D. Hoops, Attorney-In-Fact for Connie K. Duckworth	10/01/2025
	** 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.

FAQ

What change did Connie K. Duckworth report on the Form 4 for MP (MP)?

The Form 4 reports an award of 447 deferred stock units (DSUs) on 09/30/2025, increasing her beneficial ownership to 35,834 shares.

What does each DSU represent in this filing?

Each DSU represents a right to receive one share of MP Materials Corp. common stock.

When will the DSUs be settled into common shares?

DSUs will be settled upon the earlier of: June 15 following the fifth calendar year after the retainers are earned, certain change-in-control events, or the reporting person's separation from service.

Was there any cash payment for the DSUs reported?

The transaction is recorded with a price of $0, consistent with a deferral conversion rather than a cash purchase.

Who signed the Form 4 on behalf of Connie K. Duckworth?

The form is signed /s/ Elliot D. Hoops, Attorney-In-Fact for Connie K. Duckworth with a signature date of 10/01/2025.