MP director granted 725 deferred stock units

DUCKWORTH CONNIE K reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

DUCKWORTH CONNIE K reported acquisition or exercise transactions in this Form 4 filing.

MP Materials Corp. director Connie K. Duckworth received an award of 725 deferred stock units (DSUs) of common stock as compensation, with no cash paid per share. Following this grant, she directly holds 37,152 shares and DSUs in total.

The DSUs are fully vested on grant and each unit represents the right to receive one share of MP Materials common stock. Settlement will occur upon the earlier of a specified June 15 date tied to the year the retainers are earned, certain change-in-control events, or Duckworth’s separation from service.

Insider Trade Summary

Grant/Award: 725 shares

Grant/Award 1 txn

Insider DUCKWORTH CONNIE K

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	725	$0.00	$0.00

Holdings After Transaction: Common Stock — 37,152 shares (Direct)

Footnotes (1)

1. F1. Represents deferred stock units ("DSUs") awarded in connection with the election to defer cash retainers by the reporting person. Each DSU represents a right to receive a share of the registrant's common stock and are fully vested on grant. The DSUs will be settled upon the earlier to occur of the following: (i) June 15th occurring following the close of the fifth calendar year following the close of the calendar year in which the cash retainers are earned; (ii) certain changes in control of the registrant; and (iii) the date of the reporting person's separation from service.

Key Figures

DSUs granted: 725 units Grant price per share: $0.0000 per share Total holdings after transaction: 37,152 shares/DSUs

3 metrics

DSUs granted 725 units Deferred stock units awarded to director on March 31, 2026

Grant price per share $0.0000 per share Compensation-related DSU award with no cash paid

Total holdings after transaction 37,152 shares/DSUs Direct ownership following DSU grant

Key Terms

deferred stock units ("DSUs"), cash retainers, separation from service, change in control

4 terms

deferred stock units ("DSUs") financial

"Represents deferred stock units ("DSUs") awarded in connection with the election to defer cash retainers"

cash retainers financial

"DSUs awarded in connection with the election to defer cash retainers by the reporting person"

separation from service financial

"the date of the reporting person's separation from service"

change in control financial

"(ii) certain changes in control of the registrant"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

FAQ

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

What did MP (MP Materials Corp.) director Connie Duckworth report in this Form 4?

Connie Duckworth reported receiving 725 deferred stock units (DSUs) of MP common stock as a compensation award. Each DSU equals one share and was granted at no cash cost, increasing her total direct holdings to 37,152 shares and DSUs combined after the transaction.

How many MP Materials (MP) units did Connie Duckworth acquire and at what price?

Connie Duckworth acquired 725 deferred stock units of MP Materials common stock in this transaction. The Form 4 lists a transaction price of $0.0000 per share, indicating a compensation-related grant rather than an open-market purchase, with no cash paid for the units.

What are deferred stock units (DSUs) in MP (MP Materials Corp.)’s filing?

Deferred stock units, or DSUs, are awards where each unit represents the right to receive one MP common share. In this case, they were granted for deferred cash retainers, are fully vested on grant, and will convert into shares later when specified settlement conditions are met.

When will Connie Duckworth’s MP (MP Materials) DSUs from this grant be settled?

The DSUs will be settled on the earliest of three events: a specified June 15 date tied to the fifth calendar year after the retainers are earned, certain change-in-control events involving MP Materials, or the date of Connie Duckworth’s separation from service with the company.

Does this MP (MP Materials Corp.) Form 4 reflect a market purchase or sale of shares?

This Form 4 does not show a market purchase or sale. It reports a compensation-related acquisition coded as “A,” where 725 deferred stock units were granted at zero cash cost, increasing Connie Duckworth’s direct holdings without an open-market trade occurring.

How many MP Materials (MP) shares and DSUs does Connie Duckworth hold after this grant?

After the reported transaction, Connie Duckworth directly holds 37,152 shares and deferred stock units of MP Materials common stock. This total reflects her position immediately following the 725-unit DSU grant disclosed in the Form 4 filing for the March 31, 2026 transaction date.

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Accepted by SEC EDGAR 04/01/2026 - 09:22 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^*

DUCKWORTH CONNIE K

(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)
03/31/2026

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
Common Stock	03/31/2026		A		725(1)	A	$0	37,152	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. Represents deferred stock units ("DSUs") awarded in connection with the election to defer cash retainers by the reporting person. Each DSU represents a right to receive a share of the registrant's common stock and are fully vested on grant. The DSUs will be settled upon the earlier to occur of the following: (i) June 15th occurring following the close of the fifth calendar year following the close of the calendar year in which the cash retainers are earned; (ii) certain changes in control of the registrant; and (iii) the date of the reporting person's separation from service.

Remarks:

	/s/ Elliot D. Hoops, Attorney-In-Fact for Connie K. Duckworth	04/01/2026
	** 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)