MP Materials insider Litinsky reports 25,000-share donation and 412,344-share disposition

Rhea-AI Filing Summary

James H. Litinsky, Chairman and CEO and director of MP Materials Corp. (MP), reported changes in his beneficial ownership of common stock. The filing shows a donation of 25,000 shares of common stock on 09/12/2025 to a donor-advised fund for charitable purposes, recorded as a disposition with no sale proceeds. The report also lists a separate disposition of 412,344 shares. After the reported transactions, the filing discloses indirect beneficial ownership of 13,618,076 shares held by the James Henry Litinsky Revocable Trust, for which he serves as sole trustee.

Positive

• Charitable donation of 25,000 shares indicates philanthropic use rather than an immediate market sale
• Substantial indirect ownership (13,618,076 shares) remains held via a revocable trust, preserving control influence

Negative

• Disposition of 412,344 shares is reported without recipient or price details in the filing, reducing transparency
• Some share reductions occurred (total dispositions reported), which may modestly lower direct holdings

Insights

Corporate Governance Expert

TL;DR: Insider reported charitable gift and other share disposals; substantial indirect ownership remains through a revocable trust.

The filing documents a non-market disposition of 25,000 shares by donation to a donor-advised fund and a separate disposition of 412,344 shares. Both are indicated as dispositions rather than open-market sales. The report confirms continued concentrated indirect ownership of 13,618,076 shares via a revocable trust with Litinsky as sole trustee, which preserves control influence despite the charitable gift and disposals.

Securities Analyst

TL;DR: Transactions are non-cash dispositions; they are not presented as market sales and do not materially dilute reported indirect holdings.

The 25,000-share donation is explicitly for charitable purposes and recorded at $0 proceeds. A separate 412,344-share disposition is listed but the filing does not state proceeds or recipient. The remaining indirect stake of 13,618,076 shares suggests the reporting person retains a large ownership position through the trust, which is relevant for voting and control analysis.

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^*

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)
09/12/2025

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	09/12/2025		G(1)		25,000	D	$0	13,618,076	I(2)	Held by James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011
Common Stock								412,344	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On September 12, 2025, the reporting person donated 25,000 shares of Common Stock to a donor-advised fund, which will use the gifted shares for charitable purposes.

2. 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	09/12/2025
	** 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.
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FAQ

What changes did James H. Litinsky report on Form 4 for MP (MP)?

The filing reports a donation of 25,000 shares to a donor-advised fund and a separate disposition of 412,344 shares, with indirect beneficial ownership of 13,618,076 shares held by a revocable trust.

Was the 25,000-share transaction a sale?

No. The 25,000 shares were donated to a donor-advised fund for charitable purposes and recorded as a disposition with $0 proceeds.

Who holds the 13,618,076 shares reported after the transactions?

Those shares are held indirectly by the James Henry Litinsky Revocable Trust, for which James Litinsky is sole trustee.

Does the filing state proceeds or recipient for the 412,344-share disposition?

The filing lists the disposition of 412,344 shares but does not state a price or recipient for that transaction.

What role does James H. Litinsky have at MP Materials?

The filing identifies him as Chairman and CEO and a director of the issuer.