[Form 4] MP Materials Corp. Insider Trading Activity

Rhea-AI Filing Summary

MP Materials (NYSE:MP) Form 4 shows General Counsel & Secretary Elliot D. Hoops sold 5,523 common shares on 06/26/2025 at $36.37, generating roughly $200.8 K. The trade, executed under a pre-arranged Rule 10b5-1 plan, represents about 7% of his direct holdings. Post-sale, Hoops retains 69,749 shares directly and 13,675 shares indirectly through a family trust and spouse, preserving a total beneficial position of approximately 83,424 shares.

The filing contains no other equity or derivative transactions and does not affect corporate operations or guidance, but the insider’s reduction may influence sentiment given his executive role.

Positive

• None.

Negative

• General Counsel Elliot Hoops sold 5,523 MP shares (~7% of his direct stake) for about $200.8 K, which may be perceived as a cautious signal by investors.

Insights

Insider Trading Analyst

TL;DR: Planned 5,523-share sale is modest; signal impact limited.

Sale equals ~7% of Hoops’ direct stake and <0.01% of MP’s outstanding shares—too small to alter ownership structure. Execution under a Rule 10b5-1 plan reduces concerns about opportunistic timing, keeping market impact muted. Investors typically watch C-suite activity; however, Hoops still holds >83 K shares, indicating ongoing alignment. Unless followed by further disposals from senior leadership, I view the transaction as informational rather than directional.

Portfolio Manager

TL;DR: Minor liquidity event; no thesis change.

$201 K proceeds are negligible versus MP’s daily dollar volume. The absence of option exercises or concurrent insider sales suggests non-strategic cash need. I monitor insider trends for clustering; a lone 5% trim does not warrant portfolio action. Neutral on share price implications.

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).

X

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^*

Hoops Elliot Dean

(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)
	General Counsel and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2025

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	06/26/2025		S(1)		5,523	D	$36.37	69,749	D
Common Stock								12,675	I	By Hoops Family Trust
Common Stock								1,000	I	By Spouse

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 sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 26, 2025.

Remarks:

	/s/ Elliot D. Hoops	06/27/2025
	** 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 MP shares did Elliot Hoops sell on June 26, 2025?

The filing reports a sale of 5,523 common shares.

What was the average sale price per MP share?

Shares were sold at an average price of $36.37.

What percentage of Hoops' direct holdings was sold?

The 5,523 shares represent approximately 7% of his direct stake prior to the transaction.

How many MP shares does Elliot Hoops still own after the transaction?

He now directly owns 69,749 shares and indirectly controls 13,675 shares, totaling about 83,424 shares.

Was the sale conducted under a Rule 10b5-1 trading plan?

Yes. The filing states the sale was effected under a Rule 10b5-1 plan adopted on February 26, 2025.