Form 4: MP Director Lavan Adds 419 Deferred Stock Units; Ownership 19,199

Rhea-AI Filing Summary

Maryanne Lavan, a director of MP Materials Corp. (MP), acquired 419 deferred stock units (DSUs) on 09/30/2025 as reported on Form 4. The filing shows the DSUs were granted at a price of $0 and are fully vested on grant. After the award, the reporting person beneficially owns 19,199 shares of MP common stock. The DSUs each represent a right to one share and will be settled upon the earlier of: (i) June 15 following the fifth calendar year after the year the cash retainers are earned, (ii) certain changes in control, or (iii) the reporting person's separation from service. The Form 4 was signed by an attorney-in-fact on behalf of Ms. Lavan.

Positive

• Director elected to convert cash retainers into DSUs, demonstrating alignment with long-term shareholder value
• DSUs are fully vested on grant, providing the reporting person immediate secured rights to future shares
• Clear settlement triggers (five-year deferral date, change in control, separation) reduce ambiguity about timing

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A director elected deferred compensation converted to fully vested DSUs, aligning long-term interests with shareholders.

The transaction documents an election to defer cash retainers into DSUs that are fully vested at grant, which is a common governance practice to promote retention and alignment without immediate dilution. Settlement is delayed until defined events, preserving compensation deferral benefits and retaining corporate control over timing. The disclosure is routine, shows no change in control or contingent acceleration beyond standard triggers, and contains no additional governance concerns.

Securities Analyst

TL;DR: Insider receipt of 419 DSUs increases reported beneficial ownership to 19,199 shares; transaction is non-cash and standard.

The Form 4 reports a non-derivative acquisition coded as an award of DSUs at $0, indicating conversion of cash retainers rather than a market purchase. Because DSUs are fully vested but settlement is deferred, there is no immediate market sale pressure from this grant. The filing provides clear ownership figures and vesting/settlement triggers, enabling accurate share count adjustments for stakeholder analysis.

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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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).

1. Name and Address of Reporting Person^*

Lavan Maryanne

(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		419(1)	A	$0	19,199	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 Maryanne Lavan	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 did MP director Maryanne Lavan report on Form 4 (MP)?

The Form 4 reports Maryanne Lavan acquired 419 deferred stock units (DSUs) on 09/30/2025, increasing her beneficial ownership to 19,199 shares.

Were the DSUs purchased or granted and at what price?

The DSUs were reported as acquired at a price of $0, representing deferred compensation rather than a cash market purchase.

When will the DSUs be settled into MP common stock?

DSUs will be settled upon the earlier of: (i) June 15 after the fifth calendar year following the year retainers are earned, (ii) certain changes in control, or (iii) the reporting person's separation from service.

Did the Form 4 indicate any immediate sale or disposition of shares by Ms. Lavan?

No. The filing shows an acquisition of DSUs and does not report any disposition or sale of shares.

Who signed the Form 4 for Maryanne Lavan?

The Form 4 was signed on behalf of Maryanne Lavan by Elliot D. Hoops, Attorney-In-Fact on 10/01/2025.