[SCHEDULE 13G] MP Materials Corp. / DE SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Disclosure of a material stake: ownership of 11,933,651 shares representing 6.51%
• Sole control reported: the filer states sole voting and sole dispositive power over all reported shares
• Regulatory certification included: filer certifies comparable foreign regulatory scheme and offers to provide further information to the Commission

Negative

• None.

Insights

Equity Ownership Analyst

Bank of Nova Scotia holds a meaningful minority stake (6.51%) with full voting and disposal control.

The filing shows 11,933,651 shares, equaling 6.51% of the class, reported under a Schedule 13G framework which indicates a passive or non‑activist holding in normal circumstances. The filer also states sole voting and dispositive power, which means it can vote and sell the shares without co‑decision by others.

This ownership level crosses the 5% disclosure threshold and is material to ownership tables; monitor any future amendments or Schedule 13D if the holder becomes active or changes intent within the next months.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

MP Materials Corp. / DE

(Name of Issuer)

Common Stock

(Title of Class of Securities)

553368101

(CUSIP Number)

09/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 553368101

1

Names of Reporting Persons

BANK OF NOVA SCOTIA

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 11,933,651.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 11,933,651.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,933,651.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.51 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

Item 1.
(a)	Name of issuer: MP Materials Corp. / DE
(b)	Address of issuer's principal executive offices: 1700 S. PAVILION CENTER DR., SUITE 800, LAS VEGAS, NEVADA 89135
Item 2.
(a)	Name of person filing: BANK OF NOVA SCOTIA
(b)	Address or principal business office or, if none, residence: 40 TEMPERANCE STREET TORONTO, Ontario, Canada M5H 0B4
(c)	Citizenship: BANK OF NOVA SCOTIA - CANADA (FEDERAL LEVEL)
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 553368101
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
	A parent holding company, in accordance with 13d-1(b)(i)(ii)(g)
Item 4.	Ownership
(a)	Amount beneficially owned: 11,933,651
(b)	Percent of class: 6.51 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: BANK OF NOVA SCOTIA - 11,933,651
	(ii) Shared power to vote or to direct the vote: BANK OF NOVA SCOTIA - 0
	(iii) Sole power to dispose or to direct the disposition of: BANK OF NOVA SCOTIA - 11,933,651
	(iv) Shared power to dispose or to direct the disposition of: BANK OF NOVA SCOTIA - 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to The Bank of Nova Scotia is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

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.

BANK OF NOVA SCOTIA

Signature:	Raj Sachdeva
Name/Title:	Vice President, Head of GBM&T, Compliance Canada
Date:	10/06/2025

FAQ

What stake did Bank of Nova Scotia disclose in MP Materials (MP)?

The filing reports beneficial ownership of 11,933,651 shares, equal to 6.51% of MP's common stock.

Does Bank of Nova Scotia have voting control over the MP shares it reported?

Yes. The filing states the bank has sole voting power and sole dispositive power over the 11,933,651 shares.

When is the ownership level reported effective for MP's Schedule 13G?

The event date requiring filing is 09/30/2025, and the signature on the form is dated 10/06/2025.

Under which rule was this statement filed?

The document is a Schedule 13G filed under the Securities Exchange Act reporting a passive investor ownership disclosure; the filer classifies itself as a parent holding company.

Does the filing indicate the Bank of Nova Scotia is acting on behalf of another party?

No. Item 6 states Not Applicable, and the filer reports sole voting and dispositive power for the shares.