MP Materials (NYSE: MP) COO reports RSU vesting, tax withholdings and updated holdings

Rhea-AI Filing Summary

MP Materials Corp. reported insider equity transactions by Chief Operating Officer Michael Rosenthal. On January 12, 2026, he acquired 18,318 shares of common stock for $0 per share from time-based restricted stock units that vest in four annual installments, and 33,648 shares from a performance-based restricted stock unit award tied to relative total shareholder return over the 01/01/2023–12/31/2025 period.

To cover tax withholding on these vestings, the company withheld 10,619 shares on January 12, 2026 at $65.34 per share and 9,083 shares on January 13, 2026 at $63.82 per share, both reported with transaction code “F.” After these transactions, Rosenthal directly held 1,316,673 shares of MP Materials common stock, and an additional 126,622 shares were reported as indirectly owned through the Rosenthal Family Trust.

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

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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^*

Rosenthal Michael Stuart

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

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		18,318(1)	A	$0	1,302,727	D
Common Stock	01/12/2026		A		33,648(2)	A	$0	1,336,375	D
Common Stock	01/12/2026		F		10,619(3)	D	$65.34	1,325,756	D
Common Stock	01/13/2026		F		9,083(4)	D	$63.82	1,316,673	D
Common Stock								126,622	I	By Rosenthal Family Trust

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 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 13, 2026.

Remarks:

	/s/ Elliot D. Hoops, Attorney-In-Fact for Michael Rosenthal	01/14/2026
	** 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).
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FAQ

What insider transactions did MP (MP Materials Corp.) disclose for Michael Rosenthal?

The company reported that Chief Operating Officer Michael Rosenthal acquired common shares from vesting restricted stock units and had shares withheld to satisfy associated tax obligations in mid-January 2026.

How many MP common shares did Michael Rosenthal receive from restricted stock units?

On January 12, 2026, he received 18,318 shares from time-based restricted stock units and 33,648 shares from a performance-based restricted stock unit award.

What do the Form 4 code "F" transactions mean for MP COO Michael Rosenthal?

Transactions coded "F" represent shares withheld by the company to satisfy tax withholding obligations when restricted stock units vested, rather than open-market sales by Rosenthal.

How many MP Materials shares were withheld for taxes in these transactions?

The filing shows 10,619 shares withheld on January 12, 2026 at $65.34 per share and 9,083 shares withheld on January 13, 2026 at $63.82 per share to cover tax obligations from vesting restricted stock units.

What is Michael Rosenthal’s MP share ownership after these reported transactions?

After the reported transactions, he directly owned 1,316,673 shares of MP Materials common stock, with an additional 126,622 shares reported as indirectly owned through the Rosenthal Family Trust.

How are the performance-based restricted stock units for MP’s COO structured?

The performance-based restricted stock units, granted on February 23, 2023, cliff vest after a three-year performance period from 01/01/2023 through 12/31/2025 based on MP’s relative total shareholder return versus the S&P 400 Index and S&P 400 Materials Index.