MP Materials director granted 3,038 RSUs

McKnight Andrew A. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

McKnight Andrew A. reported acquisition or exercise transactions in this Form 4 filing.

MP Materials Corp. director Andrew A. McKnight received a grant of 3,038 restricted stock units on June 9, 2026. Each RSU represents a right to receive one share of MP Materials Class A common stock.

The RSUs vest on the earlier of June 15, 2027 or the company’s next annual stockholder meeting, as long as McKnight continues serving as a director through that date. After vesting, the award is settled upon the earlier of June 15 following the fifth anniversary of vesting, a qualifying change in control event, or his separation from service, with full vesting upon a change in control or termination due to death or disability.

Insider Trade Summary

Grant/Award: 3,038 shares

Grant/Award 1 txn

Insider McKnight Andrew A.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	3,038	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 3,038 contracts (Direct)

Footnotes (1)

1. F1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") Class A common stock. These RSUs vest on the earlier of: (i) June 15, 2027; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

Key Figures

RSUs granted: 3,038 RSUs Underlying shares: 3,038 shares Vesting date: June 15, 2027 +1 more

4 metrics

RSUs granted 3,038 RSUs Grant to director Andrew A. McKnight on June 9, 2026

Underlying shares 3,038 shares Each RSU equals one share of Class A common stock

Vesting date June 15, 2027 Vests on earlier of this date or next annual meeting

Holdings after grant 3,038 RSUs Total derivative holdings following the reported transaction

Key Terms

Restricted Stock Units, Class A common stock, change in control event, Section 409A of the Internal Revenue Code

4 terms

Restricted Stock Units financial

"Each restricted stock unit ("RSU") represents a contingent right to receive one share"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Class A common stock financial

"one share of MP Materials Corp. ("Issuer") Class A common stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

change in control event financial

"a "change in control event" within the meaning of Section 409A"

Section 409A of the Internal Revenue Code financial

"within the meaning of Section 409A of the Internal Revenue Code"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did MP (MP Materials Corp.) report in this Form 4 for Andrew McKnight?

MP Materials reported that director Andrew A. McKnight received 3,038 restricted stock units. Each RSU represents a right to one share of Class A common stock, granted as equity compensation rather than an open-market stock purchase or sale.

How many RSUs did MP director Andrew McKnight receive and what do they represent?

Andrew McKnight received 3,038 restricted stock units from MP Materials. Each RSU represents a contingent right to receive one share of MP Materials Class A common stock, delivered in the future if the vesting and settlement conditions are satisfied.

When do Andrew McKnight’s 3,038 MP restricted stock units vest?

The 3,038 RSUs vest on the earlier of June 15, 2027 or MP Materials’ next annual stockholder meeting. Vesting is conditioned on McKnight’s continued service as a director through that date, with accelerated vesting on certain change in control or death/disability events.

Under what conditions are Andrew McKnight’s MP RSUs settled into shares?

Once vested, McKnight’s RSUs are settled into Class A common shares on the earliest of three events: June 15 following the fifth anniversary of vesting, a qualifying change in control event, or his separation from service as a director of MP Materials.

Do Andrew McKnight’s MP RSUs have any special change in control protection?

Yes. The RSUs fully vest upon a change in control of MP Materials or if McKnight’s board service ends due to death or disability. This protection ensures he earns the full award if a major corporate transaction or such circumstances occur before normal vesting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/10/2026 - 08:34 PM EDT Learn about SEC filing dates

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^*

McKnight Andrew A.

(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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2026

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)
			Code	V	Amount	(A) or (D)	Price

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
Restricted Stock Units	(1)	06/09/2026		A		3,038		(1)	(1)	Common Stock	3,038	$0	3,038	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") Class A common stock. These RSUs vest on the earlier of: (i) June 15, 2027; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

Remarks:

	/s/ Elliot D. Hoops, Attorney-In-Fact for Andrew A. McKnight	06/10/2026
	** 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)