MP Materials (NYSE: MP) director receives 556 deferred stock units in lieu of cash

Rhea-AI Filing Summary

MP Materials Corp. director Maryanne Lavan reported a routine equity compensation transaction. On 12/31/2025 she acquired 556 shares of common stock in the form of deferred stock units (DSUs) at a price of $0, increasing her beneficial ownership to 19,755 shares held directly.

The DSUs were granted because she elected to defer her cash retainers into stock-based compensation. Each DSU represents the right to receive one share of MP Materials common stock and is fully vested at the time of grant. These units will be settled in shares upon the earlier of three events: a specified June 15 following the close of the fifth calendar year after the year in which the retainers are earned, certain changes in control of the company, or her 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^*

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)
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		556(1)	A	$0	19,755	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	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 Maryanne Lavan acquired 556 deferred stock units (DSUs) of common stock on 12/31/2025 at a price of $0 per share.

How many MP common shares does the reporting person own after this transaction?

Following the reported transaction, the director beneficially owns 19,755 shares of MP Materials common stock, held in direct ownership.

Why did the MP director receive 556 deferred stock units instead of cash?

The 556 DSUs were awarded in connection with the director’s election to defer cash retainers into stock-based compensation, rather than receiving those retainers in cash.

What does each MP deferred stock unit (DSU) represent for the director?

Each deferred stock unit represents a right to receive one share of MP Materials common stock, and the DSUs are fully vested on the grant date.

When will the MP deferred stock units be settled into common shares?

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

Is this MP Form 4 transaction related to a Rule 10b5-1 trading plan?

The form includes a checkbox for transactions made under a Rule 10b5-1(c) trading plan, but the excerpt does not indicate that this box was selected for the reported DSU grant.