MP

SEC source: 0001831746-24-000004 · wk-form4_1731983699.xml · nonDerivative · entry 1

Litinsky James H. · CIK 0001831746 · Director · Chairman and CEO · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 446,204

SEC source: 0001831686-24-000004 · wk-form4_1731983300.xml · nonDerivative · entry 1

Corbett Ryan · CIK 0001831686 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 310,216

F1 · shares: Represents shares withheld to satisfy tax withholding obligations applicable to the vesting of 30,000 shares of restricted stock that vested on November 17, 2024

SEC source: 0001832050-24-000002 · wk-form4_1731982757.xml · nonDerivative · entry 1

Rosenthal Michael Stuart · CIK 0001832050 · Chief Operating Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,231,513

F1 · shares: Represents shares withheld to satisfy tax withholding obligations applicable to the vesting of 312,601 shares of restricted stock that vested on November 17, 2024.

SEC source: 0001862894-24-000002 · wk-form4_1731982976.xml · nonDerivative · entry 1

Hoops Elliot Dean · CIK 0001862894 · General Counsel and Secretary

10b5-1 filing: No plan indicated

Ownership: Indirect · By Hoops Family Trust

Disclosed balance after: 8,114

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.02 to $18.07. 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 (1) to this Form 4.

SEC source: 0001628280-24-041772 · wk-form4_1727819779.xml · nonDerivative · entry 1

DUCKWORTH CONNIE K · CIK 0001180940 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 31,427

F1 · shares: 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.

SEC source: 0001628280-24-041770 · wk-form4_1727819590.xml · nonDerivative · entry 1

Lavan Maryanne · CIK 0001495449 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 15,068

F1 · shares: 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.

SEC source: 0001628280-24-036171 · wk-form4_1723148577.xml · nonDerivative · entry 1

Rosenthal Michael Stuart · CIK 0001832050 · Chief Operating Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,402,975

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $10.80 to $10.85, inclusive. 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 purchased at each separate price within the ranges set forth in footnote (1) to this Form 4.

SEC source: 0001628280-24-030669 · wk-form4_1719869876.xml · nonDerivative · entry 1

DUCKWORTH CONNIE K · CIK 0001180940 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 29,717

F1 · shares: 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.

SEC source: 0001628280-24-030671 · wk-form4_1719870190.xml · nonDerivative · entry 1

Lavan Maryanne · CIK 0001495449 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 13,465

F1 · shares: 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.

SEC source: 0001628280-24-027886 · wk-form4_1718228255.xml · derivative · entry 1

DONALD ARNOLD W · CIK 0001083206 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 9,316

Underlying: Common Stock · 9,316 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") common stock. These RSUs vest on the earlier of: (i) June 11, 2024; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

F1 · derivative.exercise_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") common stock. These RSUs vest on the earlier of: (i) June 11, 2024; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

F1 · derivative.expiration_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") common stock. These RSUs vest on the earlier of: (i) June 11, 2024; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

SEC source: 0001628280-24-027884 · wk-form4_1718228159.xml · derivative · entry 1

WEISENBURGER RANDALL J · CIK 0001031609 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 9,316

Underlying: Common Stock · 9,316 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") common stock. These RSUs vest on the earlier of: (i) June 11, 2025; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

F1 · derivative.exercise_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") common stock. These RSUs vest on the earlier of: (i) June 11, 2025; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

F1 · derivative.expiration_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") common stock. These RSUs vest on the earlier of: (i) June 11, 2025; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

SEC source: 0001628280-24-027892 · wk-form4_1718228654.xml · derivative · entry 1

DUCKWORTH CONNIE K · CIK 0001180940 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 9,316

Underlying: Common Stock · 9,316 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") common stock. These RSUs vest on the earlier of: (i) June 11, 2025; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

F1 · derivative.exercise_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") common stock. These RSUs vest on the earlier of: (i) June 11, 2025; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

F1 · derivative.expiration_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") common stock. These RSUs vest on the earlier of: (i) June 11, 2025; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

SEC source: 0001628280-24-027894 · wk-form4_1718228848.xml · derivative · entry 1

Lavan Maryanne · CIK 0001495449 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 9,316

Underlying: Common Stock · 9,316 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") common stock. These RSUs vest on the earlier of: (i) June 11, 2025; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

F1 · derivative.exercise_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") common stock. These RSUs vest on the earlier of: (i) June 11, 2025; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

F1 · derivative.expiration_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") common stock. These RSUs vest on the earlier of: (i) June 11, 2025; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

SEC source: 0001628280-24-027890 · wk-form4_1718228542.xml · derivative · entry 1

MYERS RICHARD B · CIK 0001356702 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 9,316

Underlying: Common Stock · 9,316 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") common stock. These RSUs vest on the earlier of: (i) June 11, 2025; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

F1 · derivative.exercise_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") common stock. These RSUs vest on the earlier of: (i) June 11, 2025; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

F1 · derivative.expiration_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") common stock. These RSUs vest on the earlier of: (i) June 11, 2025; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

SEC source: 0001628280-24-027881 · wk-form4_1718228033.xml · derivative · entry 1

McKnight Andrew A. · CIK 0001680357 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 9,316

Underlying: Common Stock · 9,316 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") common stock. These RSUs vest on the earlier of: (i) June 11, 2025; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

F1 · derivative.exercise_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") common stock. These RSUs vest on the earlier of: (i) June 11, 2025; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

F1 · derivative.expiration_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") common stock. These RSUs vest on the earlier of: (i) June 11, 2025; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

SEC source: 0001801368-24-000054 · wk-form4_1716937107.xml · nonDerivative · entry 1

Corbett Ryan · CIK 0001831686 · Chief Financial Officer

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 325,021

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.53 to $17.41. 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 (1) to this Form 4.

F2 · balance_after: 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, 2024.

SEC source: 0001801368-24-000052 · wk-form4_1716241382.xml · nonDerivative · entry 3

Hoops Elliot Dean · CIK 0001862894 · General Counsel and Secretary

10b5-1 filing: No plan indicated

Ownership: Indirect · By Hoops Family Trust

Disclosed balance after: 38,114

F1 · kind: This transaction involved a gift of shares by the reporting person to the Hoops Family Trust, a living trust, on May 20, 2024. These shares were previously reported as directly beneficially owned by the reporting person.

SEC source: 0001801368-24-000052 · wk-form4_1716241382.xml · nonDerivative · entry 2

Hoops Elliot Dean · CIK 0001862894 · General Counsel and Secretary

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 71,228

F1 · kind: This transaction involved a gift of shares by the reporting person to the Hoops Family Trust, a living trust, on May 20, 2024. These shares were previously reported as directly beneficially owned by the reporting person.

SEC source: 0001801368-24-000052 · wk-form4_1716241382.xml · nonDerivative · entry 1

Hoops Elliot Dean · CIK 0001862894 · General Counsel and Secretary

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 78,117

SEC source: 0001801368-24-000049 · wk-form4_1715985059.xml · nonDerivative · entry 2

McKnight Andrew A. · CIK 0001680357 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

F3 · kind: On May 16, 2024, the reporting person donated 86,000 shares of Common Stock to a donor-advised fund, which will use the gifted shares for charitable purposes.

SEC source: 0001801368-24-000049 · wk-form4_1715985059.xml · nonDerivative · entry 1

McKnight Andrew A. · CIK 0001680357 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 86,000

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.06 to $18.08. 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 (1) to this Form 4.

F2 · balance_after: Includes 18,112 shares of Common Stock acquired in a pro rata distribution in-kind, the acquisition of which was exempt pursuant to Rule 16a-9.

SEC source: 0001801368-24-000028 · wk-form4_1712008598.xml · nonDerivative · entry 1

DUCKWORTH CONNIE K · CIK 0001180940 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 27,374

F1 · shares: 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.

SEC source: 0001801368-24-000026 · wk-form4_1712008335.xml · nonDerivative · entry 1

Lavan Maryanne · CIK 0001495449 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 11,268

F1 · shares: 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.

SEC source: 0001831686-24-000001 · wk-form4_1710801067.xml · nonDerivative · entry 1

Corbett Ryan · CIK 0001831686 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 375,021

F1 · shares: Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of restricted stock units on March 16, 2024.

SEC source: 0001209191-24-004032 · doc4.xml · nonDerivative · entry 2

Hoops Elliot Dean · CIK 0001862894 · General Counsel and Secretary

10b5-1 filing: No plan indicated

Ownership: Indirect · By Hoops Family Trust

Disclosed balance after: 31,225

F1 · shares: This transaction involved a gift of shares by the reporting person to the Hoops Family Trust, a living trust, on February 26, 2024. These shares were previously reported as directly beneficially owned by the reporting person.

SEC source: 0001209191-24-004032 · doc4.xml · nonDerivative · entry 1

Hoops Elliot Dean · CIK 0001862894 · General Counsel and Secretary

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 80,335

F1 · shares: This transaction involved a gift of shares by the reporting person to the Hoops Family Trust, a living trust, on February 26, 2024. These shares were previously reported as directly beneficially owned by the reporting person.

SEC source: 0001209191-24-003594 · doc4.xml · nonDerivative · entry 1

Rosenthal Michael Stuart · CIK 0001832050 · Chief Operating Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,372,975

F1 · shares: Represents shares withheld to satisfy tax withholding obligations applicable to the vesting of 312,601 shares of restricted stock that vested on February 17, 2024.

SEC source: 0001209191-24-001656 · doc4.xml · nonDerivative · entry 1

Corbett Ryan · CIK 0001831686 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 375,310

F1 · shares: The securities reported are restricted stock units that vest in four annual installments beginning on the first anniversary of the grant date. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock.

F2 · balance_after: Includes 75,082 shares of Common Stock acquired in a pro rata distribution in-kind, the acquisition of which was exempt pursuant to Rule 16a-9.

SEC source: 0001209191-24-001641 · doc4.xml · nonDerivative · entry 1

Hoops Elliot Dean · CIK 0001862894 · General Counsel and Secretary

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 86,811

F1 · shares: The securities reported are restricted stock units that vest in four annual installments beginning on the first anniversary of the grant date. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock.

SEC source: 0001209191-24-001658 · doc4.xml · nonDerivative · entry 1

Rosenthal Michael Stuart · CIK 0001832050 · Chief Operating Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,544,437

F1 · shares: The securities reported are restricted stock units that vest in four annual installments beginning on the first anniversary of the grant date. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock.

SEC source: 0001209191-24-001649 · doc4.xml · nonDerivative · entry 1

Litinsky James H. · CIK 0001831746 · Director · Chairman and CEO · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 530,195

F1 · shares: The securities reported are restricted stock units that vest in four annual installments beginning on the first anniversary of the grant date. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock.

SEC source: 0001209191-24-000189 · doc4.xml · nonDerivative · entry 1

DUCKWORTH CONNIE K · CIK 0001180940 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 25,385

F1 · shares: 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.

SEC source: 0001209191-24-000188 · doc4.xml · nonDerivative · entry 1

Lavan Maryanne · CIK 0001495449 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 9,403

F1 · shares: 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.

SEC source: 0001209191-23-051162 · doc4.xml · nonDerivative · entry 1

DUCKWORTH CONNIE K · CIK 0001180940 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 23,860

F1 · shares: 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.

SEC source: 0001209191-23-051158 · doc4.xml · nonDerivative · entry 1

Lavan Maryanne · CIK 0001495449 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 7,973

F1 · shares: 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.

SEC source: 0001209191-23-040373 · doc4.xml · nonDerivative · entry 1

DUCKWORTH CONNIE K · CIK 0001180940 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 22,242

F1 · shares: 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.

SEC source: 0001209191-23-040372 · doc4.xml · nonDerivative · entry 1

Lavan Maryanne · CIK 0001495449 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 6,456

F1 · shares: 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.

SEC source: 0001209191-23-037055 · doc4.xml · derivative · entry 1

DONALD ARNOLD W · CIK 0001083206 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 5,934

Underlying: Common Stock · 5,934 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") common stock. These RSUs vest on the earlier of: (i) June 15, 2024; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

F1 · derivative.exercise_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") common stock. These RSUs vest on the earlier of: (i) June 15, 2024; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

F1 · derivative.expiration_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") common stock. These RSUs vest on the earlier of: (i) June 15, 2024; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

SEC source: 0001209191-23-037046 · doc4.xml · derivative · entry 1

WEISENBURGER RANDALL J · CIK 0001031609 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 5,934

Underlying: Common Stock · 5,934 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") common stock. These RSUs vest on the earlier of: (i) June 15, 2024; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

F1 · derivative.exercise_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") common stock. These RSUs vest on the earlier of: (i) June 15, 2024; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

F1 · derivative.expiration_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") common stock. These RSUs vest on the earlier of: (i) June 15, 2024; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

SEC source: 0001209191-23-037028 · doc4.xml · derivative · entry 1

DUCKWORTH CONNIE K · CIK 0001180940 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 5,934

Underlying: Common Stock · 5,934 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") common stock. These RSUs vest on the earlier of: (i) June 15, 2024; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

F1 · derivative.exercise_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") common stock. These RSUs vest on the earlier of: (i) June 15, 2024; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

F1 · derivative.expiration_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") common stock. These RSUs vest on the earlier of: (i) June 15, 2024; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

SEC source: 0001209191-23-037042 · doc4.xml · derivative · entry 1

Lavan Maryanne · CIK 0001495449 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 5,934

Underlying: Common Stock · 5,934 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") common stock. These RSUs vest on the earlier of: (i) June 15, 2024; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

F1 · derivative.exercise_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") common stock. These RSUs vest on the earlier of: (i) June 15, 2024; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

F1 · derivative.expiration_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") common stock. These RSUs vest on the earlier of: (i) June 15, 2024; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

SEC source: 0001209191-23-037037 · doc4.xml · derivative · entry 1

McKnight Andrew A. · CIK 0001680357 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 5,934

Underlying: Common Stock · 5,934 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") common stock. These RSUs vest on the earlier of: (i) June 15, 2024; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

F1 · derivative.exercise_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") common stock. These RSUs vest on the earlier of: (i) June 15, 2024; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

F1 · derivative.expiration_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") common stock. These RSUs vest on the earlier of: (i) June 15, 2024; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

SEC source: 0001209191-23-037034 · doc4.xml · derivative · entry 1

MYERS RICHARD B · CIK 0001356702 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 5,934

Underlying: Common Stock · 5,934 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") common stock. These RSUs vest on the earlier of: (i) June 15, 2024; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

F1 · derivative.exercise_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") common stock. These RSUs vest on the earlier of: (i) June 15, 2024; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

F1 · derivative.expiration_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") common stock. These RSUs vest on the earlier of: (i) June 15, 2024; and (ii) the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or disability.

SEC source: 0001209191-23-033122 · doc4.xml · nonDerivative · entry 3

Rosenthal Michael Stuart · CIK 0001832050 · Chief Operating Officer

10b5-1 filing: No plan indicated

Ownership: Indirect · By Rosenthal Family Trust

Disclosed balance after: 126,622

SEC source: 0001209191-23-033122 · doc4.xml · nonDerivative · entry 2

Rosenthal Michael Stuart · CIK 0001832050 · Chief Operating Officer

10b5-1 filing: No plan indicated

Ownership: Indirect · By Rosenthal Family Trust

Disclosed balance after: 121,622

F2 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $21.13 to $21.14, inclusive. 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 purchased at each separate price within the ranges set forth in footnote (2) to this Form 4.

SEC source: 0001209191-23-033122 · doc4.xml · nonDerivative · entry 1

Rosenthal Michael Stuart · CIK 0001832050 · Chief Operating Officer

10b5-1 filing: No plan indicated

Ownership: Indirect · By Rosenthal Family Trust

Disclosed balance after: 115,622

F1 · balance_after: Includes 69,146 shares of Common Stock acquired in a pro rata distribution in-kind, the acquisition of which was exempt pursuant to Rule 16a-9.

SEC source: 0001209191-23-033120 · doc4.xml · nonDerivative · entry 5

Litinsky James H. · CIK 0001831746 · Director · Chairman and CEO · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · Held by JHL Capital Group LLC

Disclosed balance after: 0

F8 · kind: On May 26, 2023, JHL Capital Group LLC made an in-kind distribution of shares of common stock on a pro rata basis, for no consideration.

F9 · shares: Includes shares previously held indirectly through JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC, which were distributed in-kind on a pro rata basis, for no consideration, on May 26, 2023, in a transaction exempt from Section 16 under Rule 16a-9.

F2 · ownership.direct: JHL Capital Group Master Fund L.P., a Cayman Islands limited partnership ("JHL Master Fund"), is the 100% owner of each of JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. JHL Capital Group Master Fund GP Ltd., a Cayman Islands exempted company ("JHL Master Fund GP"), is the general partner of JHL Master Fund. JHL Capital Group LLC, a Delaware limited liability company ("JHL Capital Group"), is the investment manager of JHL Master Fund, and is also the 100% owner of JHL Master Fund GP. JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own the shares of common stock held by JHL Capital Group LLC. James H. Litinsky holds a controlling interest in JHL Capital Group L.P. and serves as Chief Executive Officer of JHL Capital Group, as well as director of JHL Master Fund GP.

F3 · ownership.direct: Accordingly, JHL Master Fund, JHL Master Fund GP, JHL Capital Group, JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own issuer's common stock to be held directly by JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. Mr. Litinsky disclaims any beneficial ownership in the shares of common stock described in the prior sentence, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F2 · ownership.nature: JHL Capital Group Master Fund L.P., a Cayman Islands limited partnership ("JHL Master Fund"), is the 100% owner of each of JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. JHL Capital Group Master Fund GP Ltd., a Cayman Islands exempted company ("JHL Master Fund GP"), is the general partner of JHL Master Fund. JHL Capital Group LLC, a Delaware limited liability company ("JHL Capital Group"), is the investment manager of JHL Master Fund, and is also the 100% owner of JHL Master Fund GP. JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own the shares of common stock held by JHL Capital Group LLC. James H. Litinsky holds a controlling interest in JHL Capital Group L.P. and serves as Chief Executive Officer of JHL Capital Group, as well as director of JHL Master Fund GP.

F3 · ownership.nature: Accordingly, JHL Master Fund, JHL Master Fund GP, JHL Capital Group, JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own issuer's common stock to be held directly by JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. Mr. Litinsky disclaims any beneficial ownership in the shares of common stock described in the prior sentence, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

SEC source: 0001209191-23-033120 · doc4.xml · nonDerivative · entry 4

Litinsky James H. · CIK 0001831746 · Director · Chairman and CEO · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · Held by JHL Capital Group Holdings Two LLC

Disclosed balance after: 0

F7 · kind: On May 26, 2023, JHL Capital Group Holdings Two LLC made an in-kind distribution of shares of common stock on a pro rata basis, for no consideration.

F2 · ownership.direct: JHL Capital Group Master Fund L.P., a Cayman Islands limited partnership ("JHL Master Fund"), is the 100% owner of each of JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. JHL Capital Group Master Fund GP Ltd., a Cayman Islands exempted company ("JHL Master Fund GP"), is the general partner of JHL Master Fund. JHL Capital Group LLC, a Delaware limited liability company ("JHL Capital Group"), is the investment manager of JHL Master Fund, and is also the 100% owner of JHL Master Fund GP. JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own the shares of common stock held by JHL Capital Group LLC. James H. Litinsky holds a controlling interest in JHL Capital Group L.P. and serves as Chief Executive Officer of JHL Capital Group, as well as director of JHL Master Fund GP.

F3 · ownership.direct: Accordingly, JHL Master Fund, JHL Master Fund GP, JHL Capital Group, JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own issuer's common stock to be held directly by JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. Mr. Litinsky disclaims any beneficial ownership in the shares of common stock described in the prior sentence, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F2 · ownership.nature: JHL Capital Group Master Fund L.P., a Cayman Islands limited partnership ("JHL Master Fund"), is the 100% owner of each of JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. JHL Capital Group Master Fund GP Ltd., a Cayman Islands exempted company ("JHL Master Fund GP"), is the general partner of JHL Master Fund. JHL Capital Group LLC, a Delaware limited liability company ("JHL Capital Group"), is the investment manager of JHL Master Fund, and is also the 100% owner of JHL Master Fund GP. JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own the shares of common stock held by JHL Capital Group LLC. James H. Litinsky holds a controlling interest in JHL Capital Group L.P. and serves as Chief Executive Officer of JHL Capital Group, as well as director of JHL Master Fund GP.

F3 · ownership.nature: Accordingly, JHL Master Fund, JHL Master Fund GP, JHL Capital Group, JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own issuer's common stock to be held directly by JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. Mr. Litinsky disclaims any beneficial ownership in the shares of common stock described in the prior sentence, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

SEC source: 0001209191-23-033120 · doc4.xml · nonDerivative · entry 3

Litinsky James H. · CIK 0001831746 · Director · Chairman and CEO · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · Held by JHL Capital Group Holdings One LLC

Disclosed balance after: 0

F4 · kind: The sales of common stock by JHL Capital Group Holdings One LLC were made to cover taxes of JHL Capital Group Fund Ltd associated with the distribution of shares of Common Stock on May 26, 2023.

F6 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.00 to $22.66, inclusive. 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 this footnote 6 to this Form 4.

F2 · ownership.direct: JHL Capital Group Master Fund L.P., a Cayman Islands limited partnership ("JHL Master Fund"), is the 100% owner of each of JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. JHL Capital Group Master Fund GP Ltd., a Cayman Islands exempted company ("JHL Master Fund GP"), is the general partner of JHL Master Fund. JHL Capital Group LLC, a Delaware limited liability company ("JHL Capital Group"), is the investment manager of JHL Master Fund, and is also the 100% owner of JHL Master Fund GP. JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own the shares of common stock held by JHL Capital Group LLC. James H. Litinsky holds a controlling interest in JHL Capital Group L.P. and serves as Chief Executive Officer of JHL Capital Group, as well as director of JHL Master Fund GP.

F3 · ownership.direct: Accordingly, JHL Master Fund, JHL Master Fund GP, JHL Capital Group, JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own issuer's common stock to be held directly by JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. Mr. Litinsky disclaims any beneficial ownership in the shares of common stock described in the prior sentence, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F2 · ownership.nature: JHL Capital Group Master Fund L.P., a Cayman Islands limited partnership ("JHL Master Fund"), is the 100% owner of each of JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. JHL Capital Group Master Fund GP Ltd., a Cayman Islands exempted company ("JHL Master Fund GP"), is the general partner of JHL Master Fund. JHL Capital Group LLC, a Delaware limited liability company ("JHL Capital Group"), is the investment manager of JHL Master Fund, and is also the 100% owner of JHL Master Fund GP. JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own the shares of common stock held by JHL Capital Group LLC. James H. Litinsky holds a controlling interest in JHL Capital Group L.P. and serves as Chief Executive Officer of JHL Capital Group, as well as director of JHL Master Fund GP.

F3 · ownership.nature: Accordingly, JHL Master Fund, JHL Master Fund GP, JHL Capital Group, JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own issuer's common stock to be held directly by JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. Mr. Litinsky disclaims any beneficial ownership in the shares of common stock described in the prior sentence, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

SEC source: 0001209191-23-033120 · doc4.xml · nonDerivative · entry 2

Litinsky James H. · CIK 0001831746 · Director · Chairman and CEO · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · Held by JHL Capital Group Holdings One LLC

Disclosed balance after: 62,820

F4 · kind: The sales of common stock by JHL Capital Group Holdings One LLC were made to cover taxes of JHL Capital Group Fund Ltd associated with the distribution of shares of Common Stock on May 26, 2023.

F5 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.50 to $21.9675, inclusive. 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 this footnote 5 to this Form 4.

F2 · ownership.direct: JHL Capital Group Master Fund L.P., a Cayman Islands limited partnership ("JHL Master Fund"), is the 100% owner of each of JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. JHL Capital Group Master Fund GP Ltd., a Cayman Islands exempted company ("JHL Master Fund GP"), is the general partner of JHL Master Fund. JHL Capital Group LLC, a Delaware limited liability company ("JHL Capital Group"), is the investment manager of JHL Master Fund, and is also the 100% owner of JHL Master Fund GP. JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own the shares of common stock held by JHL Capital Group LLC. James H. Litinsky holds a controlling interest in JHL Capital Group L.P. and serves as Chief Executive Officer of JHL Capital Group, as well as director of JHL Master Fund GP.

F3 · ownership.direct: Accordingly, JHL Master Fund, JHL Master Fund GP, JHL Capital Group, JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own issuer's common stock to be held directly by JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. Mr. Litinsky disclaims any beneficial ownership in the shares of common stock described in the prior sentence, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F2 · ownership.nature: JHL Capital Group Master Fund L.P., a Cayman Islands limited partnership ("JHL Master Fund"), is the 100% owner of each of JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. JHL Capital Group Master Fund GP Ltd., a Cayman Islands exempted company ("JHL Master Fund GP"), is the general partner of JHL Master Fund. JHL Capital Group LLC, a Delaware limited liability company ("JHL Capital Group"), is the investment manager of JHL Master Fund, and is also the 100% owner of JHL Master Fund GP. JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own the shares of common stock held by JHL Capital Group LLC. James H. Litinsky holds a controlling interest in JHL Capital Group L.P. and serves as Chief Executive Officer of JHL Capital Group, as well as director of JHL Master Fund GP.

F3 · ownership.nature: Accordingly, JHL Master Fund, JHL Master Fund GP, JHL Capital Group, JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own issuer's common stock to be held directly by JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. Mr. Litinsky disclaims any beneficial ownership in the shares of common stock described in the prior sentence, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.