[Form 4] MP Materials Corp. Insider Trading Activity

Rhea-AI Filing Summary

On 06/30/2025, MP Materials Corp. (MP) filed a Form 4 reporting that director Maryanne Lavan acquired 845 deferred stock units (DSUs) at a price of $0 per share through the deferral of board cash retainers. After the grant, her total beneficial ownership stands at 18,780 common shares, held directly.

The DSUs are fully vested on grant and settle for one common share upon the earlier of a defined future date, certain change-of-control events, or the director’s separation from service. No shares were sold, and no open-market transactions or derivative securities were reported.

Because the award represents routine director compensation and involves a modest number of shares relative to MP’s public float, the filing carries limited market impact. Nonetheless, continued equity accrual by board members can be viewed as a sign of alignment with shareholder interests.

Positive

• Director increased equity stake by 845 DSUs, reinforcing long-term alignment with shareholders.
• No insider selling occurred, avoiding negative sentiment.

Negative

• Transaction size is immaterial relative to MP’s share count, limiting signal strength.
• Equity came from deferred cash compensation, not an open-market purchase, reducing bullish interpretation.

Insights

Financial Analyst

TL;DR: Routine DSU grant; small size; neutral market impact.

The 845-share DSU award to director Maryanne Lavan increases insider holdings marginally but stems from normal compensation deferral, not a discretionary purchase. At roughly $0 cost and less than one-thousandth of a percent of MP’s 178 million share count, the transaction is immaterial to valuation or liquidity. The absence of insider selling is mildly reassuring, yet the grant alone should not influence investment decisions. Overall impact: neutral.

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^*

Lavan Maryanne

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

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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	06/30/2025		A		845(1)	A	$0	18,780	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 Maryanne Lavan	06/30/2025
	** 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.
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.

FAQ

How many shares did MP director Maryanne Lavan acquire?

She received 845 deferred stock units on 06/30/2025.

What is Maryanne Lavan’s total MP share ownership after the transaction?

Her beneficial ownership increased to 18,780 common shares.

Was the acquisition an open-market purchase?

No. The shares were granted as deferred stock units from board cash retainer deferral at $0 cost.

Did the Form 4 report any insider sales?

No insider sales were reported in this filing.

When will the DSUs convert into MP common stock?

They will settle upon the earlier of a specified future date, change-of-control, or Lavan’s separation from service.