MP Materials (MP) CEO updates 7.3% ownership stake disclosure

Rhea-AI Filing Summary

MP Materials Corp. insider James H. Litinsky reports beneficial ownership of 13,022,362 shares of Class A common stock, or about 7.3% of the shares outstanding as of October 31, 2025. Most of this stake, 12,805,965 shares, is held through the James Henry Litinsky Revocable Trust, with additional ownership from restricted stock units and 3,767 shares held directly. Litinsky is the company’s Chief Executive Officer and Chairman.

The filing details recent activity, including open-market sales totaling 933,411 shares in November 2025, December 2025, and early January 2026 at weighted average prices around the mid-$60s, some of which were made under a pre-established Rule 10b5-1 trading plan. It also describes RSU grants and vesting events, along with shares withheld to cover tax obligations tied to those vestings.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

MP Materials Corp.

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

553368101

(CUSIP Number)

James H. Litinsky
1700 S. Pavilion Center Drive, Suite 800,
Las Vegas, NV, 89135
702-844-6111

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/12/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 553368101

1

Name of reporting person

James H. Litinsky

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 13,022,362.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 13,022,362.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

13,022,362.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.3 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A common stock, par value $0.0001 per share
(b)	Name of Issuer: MP Materials Corp.
(c)	Address of Issuer's Principal Executive Offices: 1700 S. Pavilion Center Drive, Suite 800, Las Vegas, NEVADA , 89135.
Item 1 Comment: This Amendment No. 11 to Schedule 13D ("Amendment No. 11") amends and supplements the information set forth in the Schedule 13D filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the "SEC") on November 27, 2020 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed on December 23, 2020, Amendment No. 2 filed on March 30, 2021, Amendment No. 3 filed on September 20, 2021, Amendment No. 4 filed on March 2, 2022, Amendment No. 5 filed on August 10, 2022, Amendment No. 6 filed on September 9, 2022, Amendment No. 7 filed on May 26, 2023, Amendment No. 8 filed on May 31, 2023, Amendment No. 9 filed on December 4, 2024, and Amendment No. 10 filed on March 19, 2025 (collectively the "Schedule 13D"), relating to the shares of Class A Common Stock, par value $0.0001 per share (the "Common Stock"), of MP Materials Corp. (the "Issuer"). The address of the principal executive offices of the Issuer is 1700 S. Pavilion Center Drive, Suite 800, Las Vegas, Nevada 89135. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment No. 11 does not modify any of the information previously reported in the Schedule 13D.
Item 2.	Identity and Background
(a)	James H. Litinsky
(b)	1700 S. Pavilion Center Drive, Suite 800, Las Vegas, NV 89135
(c)	Chief Executive Officer and Chairman of the Board
(f)	United States
Item 5.	Interest in Securities of the Issuer
(a)	As of the date hereof, Mr. Litinsky may be deemed to beneficially own 13,022,362 shares of Common Stock, representing approximately 7.3% of the shares of Common Stock outstanding. This amount consists of: (i) 12,805,965 shares of Common Stock held by James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011, representing approximately 7.2% of the shares of Common Stock outstanding; (ii) 5,291 remaining restricted stock units ("RSUs") of the original 21,164 RSUs granted to Mr. Litinsky that vest in four annual installments beginning on January 13, 2024, where each RSU represents the contingent right to receive, upon vesting of the RSU, one share of Common Stock; (iii) 52,632 remaining RSUs of the original 105,264 RSUs granted to Mr. Litinsky that vest in four annual installments beginning on January 12, 2025, where each RSU represents the contingent right to receive, upon vesting of the RSU, one share of Common Stock; (iv) 89,285 remaining RSUs of the original 119,047 RSUs granted to Mr. Litinsky that vest in four annual installments beginning on January 13, 2026, where each RSU represents the contingent right to receive, upon vesting of the RSU, one share of Common Stock; (v) 65,422 RSUs granted to Mr. Litinsky that vest in four annual installments beginning on January 12, 2027, where each RSU represents the contingent right to receive, upon vesting of the RSU, one share of Common Stock; and (v) 3,767 shares of Common Stock owned by Mr. Litinsky.
(b)	The percentage of shares of Common Stock outstanding reported herein is based on 177,230,483 shares of Common Stock outstanding as of October 31, 2025, as set forth in the Issuer's quarterly report on Form 10-Q filed with the SEC on November 7, 2025.
(c)	Mr. Litinsky sold 933,411 shares of Common Stock in open market brokerage transactions as follows: (i) on November 20, 2025, 207,691 shares of Common Stock with a Weighted Average Price of $63.72 (Low Price: $63.27 and High Price: $64.25); (ii) on November 20, 2025, 40,720 shares of Common Stock with a Weighted Average Price of $64.60 (Low Price: $64.27 and High Price: $65.03); (iii) on December 5, 2025, 275,561 shares of Common Stock with a Weighted Average Price of $62.79 (Low Price: $62.25 and High Price: $63.24); (iv) on December 5, 2025, 34,801 shares of Common Stock with a Weighted Average Price of $63.11 (Low Price: $63.00 and High Price: $63.83); (v) on December 5, 2025, 74,638 shares of Common Stock with a Weighted Average Price of $63.42 (Low Price: $63.25 and High Price: $63.74); (vi) on January 7, 2026, 27,400 shares of Common Stock, pursuant to a 10b5-1 trading plan entered into on September 16, 2025, with a Weighted Average Price of $64.01 (Low Price: $64.00 and High Price: $64.06); and (vii) on January 8, 2026, 272,600 shares of Common Stock, pursuant to a 10b5-1 trading plan entered into on September 16, 2025, with a Weighted Average Price of $64.17 (Low Price: $64.00 and High Price: $64.80). On November 18, 2025, Mr. Litinsky withheld 78,700 shares of Common Stock to satisfy tax withholding obligations applicable to the vesting of RSUs on November 18, 2025. On January 12, 2026, Mr. Litinsky was granted 65,422 RSUs that vest over four years, beginning on January 12, 2027, each RSU represents the contingent right to receive, upon vesting of the RSU, one share of Common Stock. On January 12, 2026, Mr. Litinsky received 38,238 shares of Common Stock upon the vesting of RSUs with performance conditions previously granted on February 23, 2023. In addition, on January 12, 2026, Mr. Litinsky withheld 38,238 shares of Common Stock to satisfy tax withholding obligations applicable to the vesting of RSUs with performance conditions that vested on January 12, 2026. On January 12, 2026, Mr. Litinsky also withheld 26,316 shares of Common Stock to satisfy tax withholding obligations applicable to the vesting of RSUs that vested on January 12, 2026. Further, on January 13, 2026, Mr. Litinsky withheld 35,053 shares of Common Stock to satisfy tax withholding obligations applicable to the vesting of RSUs that vested on January 13, 2026. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, 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 the table below. No other transactions in the shares of Common Stock were purchased or sold by the Reporting Person during the past 60 days.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

James H. Litinsky

Signature:	/s/ Elliot D. Hoops
Name/Title:	Elliot D. Hoops/Attorney-in-Fact
Date:	01/13/2026

FAQ

What percentage of MP (MP) does James H. Litinsky currently beneficially own?

James H. Litinsky may be deemed to beneficially own 13,022,362 shares of MP Materials Corp. Class A common stock, representing approximately 7.3% of the shares outstanding based on 177,230,483 shares outstanding as of October 31, 2025.

How is James H. Litinsky’s MP (MP) ownership structured?

His reported beneficial ownership consists primarily of 12,805,965 shares held by the James Henry Litinsky Revocable Trust, several blocks of RSUs that vest annually over future years, and 3,767 shares of common stock owned directly.

What recent MP (MP) share sales did James H. Litinsky report?

The filing reports that James H. Litinsky sold a total of 933,411 shares of MP Materials common stock in open-market transactions in November 2025, December 2025, and January 2026, at weighted average prices generally in the $62–$65 range.

Did James H. Litinsky use a 10b5-1 trading plan for MP (MP) share sales?

Yes. The filing states that on January 7, 2026 and January 8, 2026, Litinsky sold shares pursuant to a Rule 10b5-1 trading plan entered into on September 16, 2025.

What new equity awards in MP (MP) did James H. Litinsky receive?

On January 12, 2026, James H. Litinsky was granted 65,422 RSUs that vest in four annual installments beginning on January 12, 2027, each RSU representing the right to receive one share of common stock upon vesting.

Why were some MP (MP) shares withheld from James H. Litinsky?

The filing notes that on multiple dates in November 2025 and January 2026, James H. Litinsky withheld shares of common stock to satisfy tax withholding obligations related to the vesting of restricted stock units, including RSUs with performance conditions.

What role does James H. Litinsky hold at MP Materials (MP)?

James H. Litinsky is identified as the Chief Executive Officer and Chairman of the Board of MP Materials Corp., and he is the reporting person on this Schedule 13D/A amendment.