[Form 4] MP Materials Corp. Insider Trading Activity

Rhea-AI Filing Summary

MP Materials Corp. (ticker: MP) filed a Form 4 on 06/30/2025 disclosing that director Connie K. Duckworth acquired 901 Deferred Stock Units (DSUs). The grant reflects her election to defer board cash retainers into equity. Each DSU converts 1-for-1 into common shares and is fully vested at issuance. Settlement will occur on the earlier of (i) June 15 of the year following five full calendar years after the retainer year, (ii) certain change-in-control events, or (iii) Duckworth’s separation from service.

The transaction was coded “A” (acquisition) at a cost basis of $0, typical for compensation-related equity awards. Following the grant, Duckworth’s direct beneficial ownership increases to 35,387 shares of MP common stock. No derivative securities were reported, and there were no dispositions or open-market purchases/sales.

While the share count added is modest relative to MP’s outstanding float, such insider accruals modestly strengthen board-shareholder alignment. From a valuation perspective, the grant is immaterial and unlikely to affect market perception or liquidity.

Positive

• Director increased equity stake by 901 shares through DSU grant, reinforcing long-term alignment with shareholders.

Negative

• Immaterial size—the 901-share grant is negligible relative to MP’s market capitalization and unlikely to influence trading sentiment.

Insights

Financial Analyst

TL;DR: Routine DSU grant, immaterial to valuation; mildly positive insider-alignment signal.

The 901-share DSU award represents roughly 2.5% of Duckworth’s existing stake and an immaterial fraction of MP’s ~177 million shares outstanding. Because the award stems from director compensation, no incremental cash was deployed, and it does not signify an opportunistic purchase based on valuation views. Nonetheless, cumulative insider accumulation—without concurrent sales—tends to be viewed as a low-level confidence indicator. From a financial-impact lens the disclosure is neutral; it neither changes earnings forecasts nor capital-structure dynamics.

Corporate Governance Expert

TL;DR: Deferred retainer into equity supports governance best practices; impact limited.

Electing to convert cash retainers into fully vested DSUs extends ownership duration beyond normal board service, aligning director incentives with long-term shareholder value. Settlement triggers—five-year horizon or separation—discourage short-termism. However, the small size means governance benefit is incremental rather than transformative. No red flags on control or related-party aspects were observed.

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 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		901(1)	A	$0	35,387	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	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

What insider transaction did MP (MP) report on 06/30/2025?

Director Connie K. Duckworth acquired 901 Deferred Stock Units as part of her board compensation.

How many MP shares does Connie Duckworth own after the Form 4 filing?

She now beneficially owns 35,387 shares, all held directly.

Were any MP shares sold in this Form 4?

No. The filing shows only an acquisition; no dispositions occurred.

What are Deferred Stock Units (DSUs) in MP Materials’ compensation plan?

Each DSU equals one common share, vests immediately, and settles after a five-year deferral, change-in-control, or separation from service.

Does this insider purchase impact MP’s earnings or cash flow?

No. The DSU grant is a non-cash, stock-settled compensation item with no direct effect on earnings or cash flow.