[Form 4] MP Materials Corp. Insider Trading Activity

Rhea-AI Filing Summary

MP Materials (MP) Form 4 – Insider Sale: On 08/01/2025, General Counsel & Secretary Elliot D. Hoops disclosed the sale of 6,337 MP common shares held indirectly through the Hoops Family Trust under a pre-arranged Rule 10b5-1 trading plan adopted 02/26/2025.

• 5,419 shares sold at a weighted avg. $60.22 (range $59.54-$60.51)
• 700 shares sold at a weighted avg. $60.77 (range $60.53-$61.26)
• 218 shares sold at a weighted avg. $61.62 (range $61.61-$61.64)

After these transactions the trust’s position fell to 0 shares. Hoops continues to hold 69,749 shares directly, and his spouse holds 1,000 shares. No derivative securities were exercised or reported.

The filing signals planned diversification rather than an abrupt change in ownership, yet it removes the trust’s stake in MP shares.

Positive

• Sale executed under Rule 10b5-1 plan, reducing concern over opportunistic trading
• Insider retains 69,749 direct shares, maintaining alignment with shareholders

Negative

• 6,337 shares sold and trust position reduced to zero, which may be interpreted as diminished long-term confidence from the family trust

Insights

Equity Analyst

TL;DR: Small, pre-planned insider sale; neutral impact.

The 6,337-share disposition equals roughly 9% of Hoops’ total reported holdings and less than 0.01% of MP’s public float—immaterial at the company level. Because the trades were executed under a Rule 10b5-1 plan established five months earlier, they carry lower signaling risk than discretionary sales. Hoops retains a sizable 69.7k-share direct stake, which helps align management with shareholders. Investors may view the elimination of the family-trust position as routine liquidity management rather than a bearish outlook. I therefore categorize the filing as neutral for valuation and sentiment purposes.

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)
08/01/2025

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	08/01/2025		S(1)		5,419	D	$60.22(2)	918	I	By Hoops Family Trust
Common Stock	08/01/2025		S(1)		700	D	$60.77(3)	218	I	By Hoops Family Trust
Common Stock	08/01/2025		S(1)		218	D	$61.62(4)	0	I	By Hoops Family Trust
Common Stock								69,749	D
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.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.54 to $60.51. The reporting person undertakes to provide to MP Materials Corp., any security holder of MP Materials Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (2) to this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.53 to $61.26. The reporting person undertakes to provide to MP Materials Corp., any security holder of MP Materials Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (3) to this Form 4.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.61 to $61.64. The reporting person undertakes to provide to MP Materials Corp., any security holder of MP Materials Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (4) to this Form 4.

Remarks:

	/s/ Elliot D. Hoops	08/01/2025
	** 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 08/01/2025?

The filing reports 6,337 shares sold in three separate blocks.

At what prices were the MP shares sold?

Weighted average prices were $60.22, $60.77, and $61.62 per share.

Does Hoops still own MP stock after the sale?

Yes. He holds 69,749 shares directly and his spouse owns 1,000 shares; the family trust now holds none.

Was the sale pre-planned?

Yes. All transactions were under a Rule 10b5-1 plan adopted on 02/26/2025.

Did the filing include any derivative security exercises?

No. No derivative transactions were reported in Table II.