MP Materials (NYSE: MP) CEO Litinsky sells 300,000 shares but keeps large stake

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

MP Materials Corp. Chairman and CEO James H. Litinsky reported open-market sales of common stock through his revocable trust under a pre-arranged Rule 10b5-1 trading plan adopted on September 16, 2025. The trust sold 259,179 shares on April 20, 2026 at a weighted average price of about $64.03 per share and 40,821 shares on April 17, 2026 at about $64.05 per share, in multiple trades within disclosed price ranges around $64.00 per share. After these transactions, indirect holdings through the trust were 12,505,965 shares, and direct holdings were 216,397 shares of common stock.

Insights

CEO executes pre-planned trust sales while retaining a large remaining stake.

Chairman and CEO James H. Litinsky, via his revocable trust, sold a total of 300,000 MP Materials common shares in open-market transactions at roughly $64 per share. These transactions were executed pursuant to a Rule 10b5-1 trading plan adopted on September 16, 2025, indicating they were pre-scheduled rather than opportunistic.

Following the sales, indirect holdings through the trust remain substantial at 12,505,965 shares, alongside 216,397 shares held directly. The filing shows no derivative exercises and no remaining derivative positions in this report, suggesting these are straightforward secondary sales from an existing equity stake rather than part of an option exercise program.

Because the transactions are pre-planned, involve no leverage or complex instruments, and leave a large continuing ownership position, they typically signal routine portfolio diversification or liquidity management rather than a fundamental shift in the executive’s view of MP Materials. Subsequent company filings may provide additional context on any future trading under this 10b5-1 plan.

Insider Trade Summary 10b5-1

Net Seller: 300,000 shares ($19,209,816)

Net Sell 3 txns

Insider Litinsky James H.

Role Chairman and CEO

Sold 300,000 shs ($19.21M)

Type	Security	Shares	Price	Value
Sale	Common Stock	259,179	$64.03	$16.60M
Sale	Common Stock	40,821	$64.05	$2.61M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 12,505,965 shares (Indirect, Held by James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011); Common Stock — 216,397 shares (Direct, null)

Footnotes (1)

The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 16, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.00 to $64.28. The reporting person undertakes to provide to MP Materials Corp., any security holder of MP Materials Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (2) to this Form 4. James Litinsky as sole trustee of the James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.00 to $64.24. The reporting person undertakes to provide to MP Materials Corp., any security holder of MP Materials Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (4) to this Form 4.

Key Figures

Shares sold April 20, 2026: 259,179 shares Shares sold April 17, 2026: 40,821 shares Total shares sold: 300,000 shares +4 more

7 metrics

Shares sold April 20, 2026 259,179 shares Open-market sale at weighted avg price about $64.03

Shares sold April 17, 2026 40,821 shares Open-market sale at weighted avg price about $64.05

Total shares sold 300,000 shares Net-sell across reported transactions

Indirect holdings after trades 12,505,965 shares Held via James Henry Litinsky Revocable Trust

Direct holdings after trades 216,397 shares Common stock held directly by James H. Litinsky

Price range April 20 sales $64.00–$64.28 Multiple transactions aggregated into weighted average

Price range April 17 sales $64.00–$64.24 Multiple transactions aggregated into weighted average

Key Terms

Rule 10b5-1 trading plan, weighted average price, Revocable Trust, open-market sale, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average price financial

"The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Revocable Trust financial

"Held by James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011"

A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.

open-market sale financial

"transaction_action": "open-market sale"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

indirect ownership financial

""direct_or_indirect": "I", "nature_of_ownership": "Held by James Henry Litinsky, Trustee"

Form 4 Insider Transactions: What Each Field Means →

04/20/2026 - 09:19 PM

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
Estimated average burden
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).

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^*

Litinsky James H.

(Last)

(First)

(Middle)

1700 S. PAVILION CENTER DRIVE, SUITE 800

(Street)

LAS VEGAS

NEVADA

89135

(City)

(State)

(Zip)

UNITED STATES

(Country)

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
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/17/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/17/2026		S⁽¹⁾		40,821	D	$64.05⁽²⁾	12,765,144	I	Held by James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011⁽³⁾
Common Stock	04/20/2026		S⁽¹⁾		259,179	D	$64.03⁽⁴⁾	12,505,965	I	Held by James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011⁽³⁾
Common Stock								216,397	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 16, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.00 to $64.28. The reporting person undertakes to provide to MP Materials Corp., any security holder of MP Materials Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (2) to this Form 4.

3. James Litinsky as sole trustee of the James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.00 to $64.24. The reporting person undertakes to provide to MP Materials Corp., any security holder of MP Materials Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (4) to this Form 4.

Remarks:

	/s/ Elliot D. Hoops, Attorney-In-Fact for James H. Litinsky	04/20/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did MP’s CEO James H. Litinsky report in this Form 4?

James H. Litinsky reported two open-market sales of MP Materials common stock through his revocable trust, totaling 300,000 shares. The trust sold 259,179 shares on April 20, 2026 and 40,821 shares on April 17, 2026 at weighted average prices around $64 per share.

Were the MP (MP) insider stock sales by James Litinsky part of a Rule 10b5-1 plan?

Yes. The filing states the sales were effected under a Rule 10b5-1 trading plan adopted by James Litinsky on September 16, 2025. Such plans pre-schedule trades, reducing the likelihood that sale timing reflects non-public information or short-term views on MP’s share price.

How many MP Materials (MP) shares does James Litinsky still own after these transactions?

After the reported sales, indirect holdings through the James Henry Litinsky Revocable Trust total 12,505,965 MP Materials shares. Separately, Litinsky holds 216,397 shares directly. The Form 4 does not show any change to these direct holdings in the reported transactions.

At what prices were the MP (MP) shares sold in James Litinsky’s recent insider trades?

The Form 4 reports weighted average prices of $64.03 per share for the April 20, 2026 sale and $64.05 per share for the April 17, 2026 sale. Footnotes note that individual trades occurred in ranges between $64.00 and approximately $64.28 per share.

Were options or other derivatives involved in James Litinsky’s MP Materials Form 4 filing?

No. All reported transactions involve MP Materials common stock, with transaction code S indicating open-market or private sales. The derivativeSummary section is empty, and the filing shows no option exercises, conversions, or other derivative-related activity in this report.

How significant are James Litinsky’s recent MP (MP) stock sales relative to his total holdings?

The reported sales total 300,000 MP Materials shares from his revocable trust. After these transactions, the trust still holds 12,505,965 shares, and Litinsky directly owns 216,397 shares, indicating he retains a large continuing equity position in the company.