MP Materials (MP) director Duckworth defers fees into 593 DSUs

Rhea-AI Filing Summary

MP Materials Corp. director Connie K. Duckworth reported receiving 593 deferred stock units (DSUs) of common stock on 12/31/2025. The DSUs were acquired at a price of $0 in connection with her election to defer cash retainers, meaning she chose to take part of her director compensation in DSUs instead of cash. After this grant, she beneficially owns 36,427 shares of MP Materials common stock in direct form.

Each DSU represents the right to receive one share of MP Materials common stock and is fully vested on the grant date. The DSUs will be settled in shares upon the earlier of several events: a specified June 15 date after a five-year deferral period tied to when the retainers are earned, certain changes in control of the company, or Duckworth’s separation from service.

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).

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^*

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)
12/31/2025

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	12/31/2025		A		593(1)	A	$0	36,427	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	01/02/2026
	** 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.

FAQ

What insider transaction did MP (MP Materials Corp.) disclose in this Form 4?

MP Materials Corp. disclosed that director Connie K. Duckworth received 593 deferred stock units (DSUs) of common stock on 12/31/2025 as part of her director compensation.

How many MP Materials shares does Connie K. Duckworth own after this transaction?

Following the reported DSU grant, Connie K. Duckworth beneficially owns 36,427 shares of MP Materials common stock in direct form.

What are the key terms of the deferred stock units granted to the MP director?

Each DSU represents a right to receive one share of MP Materials common stock, is fully vested on grant, and was issued at a price of $0 in lieu of cash retainers.

When will the MP Materials DSUs granted to Connie K. Duckworth be settled?

The DSUs will be settled upon the earlier of: (i) a June 15 date following the close of the fifth calendar year after the year the cash retainers are earned, (ii) certain changes in control of MP Materials, or (iii) Duckworth’s separation from service.

Why did Connie K. Duckworth receive DSUs instead of cash from MP Materials?

The 593 DSUs were awarded in connection with Duckworth’s election to defer cash retainers, meaning she chose to receive part of her director fees in the form of deferred stock units rather than immediate cash.

Is this MP Materials Form 4 filing for one reporting person or a group?

The document indicates that the Form 4 is filed by one reporting person, reflecting transactions for Connie K. Duckworth only.