MP director granted 3,038 RSUs as equity award

DONALD ARNOLD W reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

DONALD ARNOLD W reported acquisition or exercise transactions in this Form 4 filing.

MP Materials Corp. director Donald Arnold reported a grant of 3,038 restricted stock units (RSUs) tied to the company’s common stock. This is a compensation-related award, not an open-market share purchase or sale.

Each RSU represents the right to receive one share of common stock in the future. The RSUs vest on the earlier of June 15, 2027 or the next annual stockholder meeting, if he remains in service through that date. They are then settled upon the earlier of June 15 following the fifth anniversary of vesting, a qualifying change in control event, or the director’s separation from service. The RSUs fully vest earlier if there is a change in control of MP Materials or if his service ends due to death or disability. After this grant, he holds 3,038 RSUs directly.

Insider Trade Summary

Grant/Award: 3,038 shares

Grant/Award 1 txn

Insider DONALD ARNOLD W

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") 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 units Price per RSU: $0.00 per unit Underlying shares: 3,038 common shares +3 more

6 metrics

RSUs granted 3,038 units Restricted Stock Units grant on June 9, 2026

Price per RSU $0.00 per unit Grant/award acquisition, no purchase price

Underlying shares 3,038 common shares Each RSU represents one common share

Post-grant RSU holdings 3,038 RSUs Total derivative holdings following transaction

Standard vesting date June 15, 2027 Earlier of this date or next annual meeting

Accelerated vesting triggers Change in control, death, disability RSUs fully vest upon these events

Key Terms

Restricted Stock Units, contingent right, 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.

contingent right financial

"represents a contingent right to receive one share of MP Materials Corp. common stock"

change in control event financial

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

Section 409A of the Internal Revenue Code regulatory

"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 insider transaction did MP (MP Materials Corp.) report in this Form 4?

MP Materials reported a director receiving 3,038 restricted stock units as equity compensation. This grant is recorded as an acquisition of derivative securities, not a market trade, and represents future rights to common shares rather than immediate stock purchases or sales.

How many MP Materials RSUs did director Donald Arnold receive?

Director Donald Arnold received 3,038 restricted stock units linked to MP Materials common stock. These RSUs are granted at no cost per unit and increase his equity-based compensation exposure, with future settlement in common shares subject to vesting and other specified conditions being satisfied over time.

When do the newly granted MP Materials RSUs vest for the director?

The 3,038 RSUs vest on the earlier of June 15, 2027 or the next MP Materials annual stockholder meeting. Vesting requires the director to continue serving through that date, aligning his compensation with ongoing board service and company performance during the vesting period.

Under what conditions are the MP Materials RSUs settled into common stock?

After vesting, the RSUs are settled upon the earlier of June 15 following the fifth anniversary of vesting, a qualifying change in control event, or the director’s separation from service. These rules govern when the director actually receives MP Materials common stock shares.

Do the MP Materials RSUs vest earlier in a change in control scenario?

Yes. The RSUs fully vest if MP Materials undergoes a change in control or if the director’s service ends due to death or disability. This protection accelerates vesting in significant corporate events or severe personal circumstances, ensuring the director receives the intended equity benefit.

Is this MP Materials Form 4 transaction a stock purchase or sale?

No. The Form 4 reflects a grant of 3,038 restricted stock units, categorized as a compensation-related acquisition. There is no open-market buying or selling of MP Materials common stock in this transaction, only an award of future share rights to the director.

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

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Accepted by SEC EDGAR 06/10/2026 - 08:32 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^*

DONALD ARNOLD W

(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") 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 Arnold W. Donald	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)