Form 4: MP General Counsel disposes of $0.2M in stock

Rhea-AI Filing Summary

MP Materials Corp. (MP) – Form 4 insider transaction filing

On 1 July 2025, Elliot D. Hoops, the company’s General Counsel & Secretary, executed two sales of the issuer’s common stock under a pre-arranged Rule 10b5-1 trading plan adopted on 26 February 2025:

• 3,937 shares sold at a weighted-average price of $32.24
• 2,401 shares sold at a weighted-average price of $31.46

The combined disposition totals 6,338 shares, representing proceeds of roughly $0.2 million. Following the transactions, Mr. Hoops’ beneficial ownership stands at:

• 69,749 shares held directly
• 6,337 shares held indirectly by the Hoops Family Trust
• 1,000 shares held indirectly by spouse

In aggregate, the officer still controls about 77,000 shares, indicating that the reported sale reduced his total position by less than 10%. No derivative securities were involved, and the filing contains no information on company fundamentals, earnings, or strategic developments. The limited size of the sale relative to MP Materials’ public float suggests no material impact on the company’s capital structure or day-to-day operations.

Insights

Corporate Governance Analyst

TL;DR: Routine 10b5-1 insider sale; small size, neutral signal for investors.

The filing shows Elliot Hoops disposing of 6,338 MP shares worth roughly $200k through an established 10b5-1 plan. Such plans are designed to avoid the appearance of trading on material non-public information, reducing the signaling value of these sales. The officer retains about 77k shares, so the transaction lowers his stake only modestly. Given MP Materials’ multi-billion-dollar market capitalization, this activity is immaterial to corporate control or balance-sheet dynamics. There is no indication of financial distress or strategic shift. Accordingly, most institutional investors are likely to view the event as 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).

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)
07/01/2025

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	07/01/2025		S(1)		3,937	D	$32.24(2)	8,738	I	By Hoops Family Trust
Common Stock	07/01/2025		S(1)		2,401	D	$31.46(3)	6,337	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 $31.91 to $32.82. 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 $31.35 to $31,82. 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.

Remarks:

	/s/ Elliot D. Hoops	07/03/2025
	** 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 Materials (MP) shares did Elliot Hoops sell on 1 July 2025?

He sold 6,338 shares of common stock in two separate transactions.

What prices were the MP shares sold for according to the Form 4?

Weighted-average prices were $32.24 for 3,937 shares and $31.46 for 2,401 shares.

Does the filing indicate use of a Rule 10b5-1 trading plan?

Yes. All sales were executed under a Rule 10b5-1 plan adopted on 26 Feb 2025.

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

He retains 69,749 shares directly, 6,337 shares via the Hoops Family Trust, and 1,000 shares through his spouse.

Is the insider sale considered material to MP Materials’ investors?

Given the small size versus the company’s float and the pre-planned nature, it is generally viewed as not material.