MP Materials Corp. / DE (MP) SEC Filings, Aug-Nov 2025

BlackRock, Inc. filed Amendment No. 2 to Schedule 13G for MP Materials Corp. (Class A), reporting beneficial ownership of 11,930,482 shares, representing 6.7% of the class as of 09/30/2025.

The filing lists sole voting power over 11,374,851 shares and sole dispositive power over 11,930,482 shares, with no shared voting or dispositive power. It certifies the holdings were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. Various persons may have rights to dividends or sale proceeds through managed accounts, but no single person exceeds five percent.

MP Materials (MP) reported that its Compensation Committee approved a one-time grant of performance-based restricted stock units (PRSUs) for executive officers on October 13, 2025, with independent directors approving the CEO’s grant the same day. The PRSUs vest over a five-year performance period, with milestones evaluated at three, four, and five years.

Up to 50% may vest after three years based on heavy rare earth elements refinement, magnet production at the Independence facility, and NdPr oxide production objectives. Up to 25% may vest after four years based on magnet production at the 10X facility and dedicated recycling capacity at Mountain Pass. The remaining 25% may vest after five years tied to additional magnet production goals at both 10X and Independence.

Vesting generally requires continued service, subject to each executive’s employment agreement. Target award values at full achievement are CEO James H. Litinsky: $15,000,000, COO Michael Rosenthal: $7,500,000, CFO Ryan Corbett: $3,500,000, and General Counsel Elliot D. Hoops: $2,000,000. Performance conditions reference milestones from definitive agreements with the United States Department of War entered on July 10, 2025 and other operational objectives.

MP Materials (MP) reported an insider equity award on Form 4. Chief Accounting Officer David Gregory Infuso acquired 3,427 restricted stock units (RSUs) on 10/13/2025 at $0 under code A. Following the grant, he beneficially owns 48,094 shares directly.

The RSUs vest in four annual installments beginning on the first anniversary of the grant date, with each unit delivering one share of common stock upon vesting.

Bank of Nova Scotia filed a Schedule 13G reporting beneficial ownership of 11,933,651 shares of MP Materials Corp. (MP), representing 6.51% of the outstanding common stock as of 09/30/2025. The filer states it holds sole voting and sole dispositive power over all reported shares, and classifies itself as a parent holding company under the rule set. The filing notes the stake exceeds the 5% threshold and includes a certification about comparable foreign regulatory oversight.

Connie K. Duckworth, a director of MP Materials Corp. (MP), was awarded 447 deferred stock units (DSUs) on 09/30/2025, increasing her beneficial ownership to 35,834 shares. Each DSU represents a right to receive one share of the company's common stock, are fully vested on grant, and will be settled upon the earlier of: the June 15 following the close of the fifth calendar year after the year the retainers are earned, certain change-in-control events, or the reporting person's separation from service. The DSUs were granted in connection with an election to defer cash retainers and were recorded at a transaction price of $0.

Maryanne Lavan, a director of MP Materials Corp. (MP), acquired 419 deferred stock units (DSUs) on 09/30/2025 as reported on Form 4. The filing shows the DSUs were granted at a price of $0 and are fully vested on grant. After the award, the reporting person beneficially owns 19,199 shares of MP common stock. The DSUs each represent a right to one share and will be settled upon the earlier of: (i) June 15 following the fifth calendar year after the year the cash retainers are earned, (ii) certain changes in control, or (iii) the reporting person's separation from service. The Form 4 was signed by an attorney-in-fact on behalf of Ms. Lavan.

James H. Litinsky, Chairman and CEO and director of MP Materials Corp. (MP), reported changes in his beneficial ownership of common stock. The filing shows a donation of 25,000 shares of common stock on 09/12/2025 to a donor-advised fund for charitable purposes, recorded as a disposition with no sale proceeds. The report also lists a separate disposition of 412,344 shares. After the reported transactions, the filing discloses indirect beneficial ownership of 13,618,076 shares held by the James Henry Litinsky Revocable Trust, for which he serves as sole trustee.

MP Materials Corp. filed a specialized disclosure report covering resource extraction payments for the year ended December 31, 2024. The company states that conflict minerals disclosure and related exhibits are not applicable.

The report explains that MP Materials operates two segments: Materials, which includes the Mountain Pass Rare Earth Mine and Processing Facility, and Magnetics, which includes the Independence Facility for metal, alloy, and magnet manufacturing. Mountain Pass is treated as a single project within the Materials segment. All payments to governments are reported in U.S. dollars and detailed in the attached Resource Extraction Payment Report exhibits.

Michael Stuart Rosenthal, Chief Operating Officer of MP Materials Corp. (MP), reported multiple open-market sales totaling 150,000 shares on 08/29/2025. The sales were executed in multiple transactions at weighted-average prices reported as $71.48, $72.56 and $73.23, with per-tranche price ranges disclosed in the filing. Following the transactions, the filing shows 1,284,409 shares held directly and 126,622 shares held indirectly through the Rosenthal Family Trust.