MP Materials (MP) CEO reports equity awards, tax withholding share moves

Rhea-AI Filing Summary

MP Materials Corp. Chairman and CEO James H. Litinsky reported several equity transactions in the issuer’s common stock. On January 12, 2026, he received 65,422 restricted stock units that vest in four annual installments starting one year after the grant. That same day, 38,238 shares were delivered upon vesting of a performance-based restricted stock unit award that covered the period from January 1, 2023 through December 31, 2025.

Also on January 12, 2026, 38,238 shares and 26,316 shares were withheld to cover tax obligations tied to these vestings, and on January 13, 2026, a further 35,053 shares were withheld for taxes on additional restricted stock unit vesting. After these transactions, Litinsky directly owned 216,397 shares of common stock and indirectly held 12,805,965 shares through the James Henry Litinsky Revocable Trust u/a/d 10/19/2011, where he serves as sole trustee.

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

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2026

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	01/12/2026		A		65,422(1)	A	$0	277,766	D
Common Stock	01/12/2026		A		38,238(2)	A	$0	316,004	D
Common Stock	01/12/2026		F		38,238(3)	D	$65.34	277,766	D
Common Stock	01/12/2026		F		26,316(4)	D	$65.34	251,450	D
Common Stock	01/13/2026		F		35,053(5)	D	$63.82	216,397	D
Common Stock								12,805,965	I	Held by James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011(6)

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. The securities reported are restricted stock units that vest in four annual installments beginning on the first anniversary of the grant date. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock.

2. Represents the number of shares of Common Stock received upon vesting of restricted stock units with performance conditions award previously granted to the reporting person on February 23, 2023. Under the terms of this award, the restricted stock units with performance conditions cliff vest upon the conclusion of the three-year performance period from 01/01/2023 through 12/31/2025 and the certification of the Company's achievement of the pre-established performance conditions based on the relative total shareholder return of the Company's share price compared to the S&P 400 Index and S&P 400 Materials Index.

3. Represents shares withheld to satisfy tax withholding obligations applicable to the vesting of restricted stock units with performance conditions that vested on January 12, 2026.

4. Represents shares withheld to satisfy tax withholding obligations applicable to the vesting of restricted stock units that vested on January 12, 2026.

5. Represents shares withheld to satisfy tax withholding obligations applicable to the vesting of restricted stock units that vested on January 13, 2026.

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

Remarks:

	/s/ Elliot D. Hoops, Attorney-In-Fact for James H. Litinsky	01/13/2026
	** 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 activity did MP (MP) report for James H. Litinsky?

James H. Litinsky, Chairman and CEO of MP Materials Corp., reported grants and vesting of restricted stock units in common stock, along with related share withholdings for tax obligations on January 12–13, 2026.

How many MP Materials shares did James Litinsky acquire through awards in January 2026?

On January 12, 2026, James Litinsky received 65,422 restricted stock units that vest over four years and 38,238 shares from a performance-based restricted stock unit award covering 01/01/2023–12/31/2025.

Why were shares of MP Materials withheld from James Litinsky in this Form 4?

The filing states that 38,238 shares, 26,316 shares, and 35,053 shares were withheld to satisfy tax withholding obligations related to the vesting of time-based and performance-based restricted stock units on January 12 and 13, 2026.

How many MP Materials shares does James Litinsky own directly after these transactions?

Following the reported transactions, James Litinsky directly owned 216,397 shares of MP Materials common stock.

What indirect holdings in MP Materials does James Litinsky report?

The Form 4 reports that 12,805,965 shares of MP Materials common stock are held indirectly by the James Henry Litinsky Revocable Trust u/a/d 10/19/2011, with James Litinsky serving as sole trustee.

What is James H. Litinsky’s role at MP Materials?

James H. Litinsky is reported as a Director and Officer of MP Materials Corp., with the title Chairman and CEO.