MP Materials (MP) 10-K risk factor changes: FY2022 vs FY2021

Investors should carefully consider the risks described below and all of the other information we file with the [removed: Securities and Exchange Commission (the “SEC”)] [added: SEC] before deciding to invest in our common stock.

See* *[“Cautionary Note Regarding Forward-Looking [removed: Statements”](#i8ee915207ea04d95a548923ad88c977a_10)*] [added: Statements”](#i19308d1ceae24740b4c66aca7816bb0b_10)*] *above.*

- The production of rare earth products is a capital-intensive business and [removed: the completion of our Stage II project at Mountain Pass] will require the commitment of substantial [removed: resources; unanticipated costs or delays associated with our ongoing Stage II project] [added: resources and if we do not have sufficient resources to provide for such production, it] could have a material adverse effect on our financial condition or results of operations.

- Our continued growth depends on our ability to [added: successfully] complete [added: and commission] the Stage II project at Mountain Pass, [removed: which is] our only rare earth mining and processing facility.

- The production of alloy flake and magnets in Stage III is dependent upon the successful completion [added: and commissioning] of our Stage II project and our ability to complete the construction of our [removed: Stage III facility;] [added: Fort Worth Facility;] an unanticipated delay in the completion of Stage II or Stage III could have a material adverse effect on our ability to produce alloy flake and magnets.

[removed: In addition, if] [added: - If] we are unable to perform the obligations under [removed: a] [added: our] long-term supply agreement with GM, this may have a material adverse effect on our financial position and results of operations.

- We may not be able to convert current commercial discussions with customers for the sale of [removed: REO products, alloy flake and magnets] [added: rare earth products] into contracts, which may have a material adverse effect on our financial position and results of operations.

- The COVID-19 [removed: pandemic] [added: pandemic, or other outbreaks, epidemics or pandemics,] could have an adverse effect on our business.

- We are subject to a number of operational risks of our business, including power [removed: shortage] [added: outages or shortages] at the Mountain Pass [removed: facility,] [added: facility;] increasing costs or limited access to raw [removed: materials,] [added: materials;] disruptions in transportation or other [removed: services,] [added: services;] inability to [removed: perfect mineral extraction process,] [added: process REO that meet individual customer specifications;] access to [removed: water,] [added: water;] uncertainty in our estimates of REO [removed: reserves,] [added: reserves;] labor matters/labor [removed: relations,] [added: relations;] cybersecurity [removed: breaches,] [added: breaches;] and/or [removed: ESG (as defined below)] [added: environmental, social and governance (“ESG”)] matters.

Rare earth [removed: minerals] [added: mineral] and product prices may fluctuate and are affected by numerous factors beyond our control such as interest rates, exchange rates, taxes, inflation or deflation, fluctuation in the relative value of the U.S. dollar against foreign currencies on the world market, shipping and other transportation and logistics costs, global and regional supply and demand for rare earth minerals and products, potential industry trends, such as competitor consolidation or other integration methodologies, and the political and economic conditions of countries that produce and procure rare earth minerals and products.

Demand for our [removed: products, including alloy flake and magnets,] [added: products] may be impacted by demand for downstream products incorporating rare earths, including hybrid and electric vehicles, wind turbines, robotics, medical equipment, military equipment and other high-growth, advanced motion technologies, as well as demand in the general automotive and electronic industries.

Our strategy is to [removed: develop] [added: produce] rare earth [removed: products, including NdPr,] [added: products] that are used in critical existing and emerging technologies, such as hybrid and electric vehicles, wind turbines, robotics, medical equipment, military equipment and other high-growth, advanced motion technologies.

The success of our business depends on the continued growth of these end markets and [removed: successfully commercializing] [added: the successful commercialization of] rare earth products, including NdPr, in such markets.

Any unexpected costs or delays in the commercialization of separated REE [removed: products,] [added: products] or [added: rare earth magnets, or] less than expected demand for the critical existing and emerging technologies that use rare earth products, could have a material adverse effect on our financial condition or results of operations.

The pricing and demand for rare earth products is affected by a number of factors beyond our control, including [removed: growth of economic development] [added: the global macroeconomic environment] and the global supply and demand for REO products.

China [added: accounts for the significant majority of global separated REO production and] also dominates the manufacture of metals and NdFeB magnets from rare earths, capabilities that are not currently present in the United States, and the Chinese Central Government regulates production via quotas and environmental standards.

Even upon successful completion of Stage II at Mountain Pass, if we are not able to achieve [added: consistent product quality at] our anticipated costs of production, then any strategic advantages that our competitors may have over us, including, without limitation, lower labor, compliance and production costs, could have a material adverse effect on our business.

For example, in December 2021, China merged three state entities to establish the China Rare Earth Group Co. Ltd (“China Rare Earth Group”), [removed: which] [added: that] will account for more than half of China’s heavy rare earths supplies.

If these industries introduce new technologies or products that no longer require the rare earth materials [added: or NdFeB magnets] we [removed: produce,] [added: produce] or [added: may produce in the future, or] suitable substitutes become available, it could result in a decline in demand for our rare earth [removed: materials.][added: materials or NdFeB magnets.]

If the demand for our rare earth materials [added: or NdFeB magnets] decreases, it will have a material adverse effect on our business and the results of our operations and financial condition.

We currently sell the vast majority of our rare earth concentrate to [removed: Shenghe.][added: Shenghe, which typically sells that product to refiners in China.]

While Shenghe is obligated under the [removed: A&R] Offtake Agreement to purchase all of the rare earth concentrate product meeting certain minimum specifications on a “take-or-pay” basis (such that they are obliged to pay for product even if they are unable or unwilling to take delivery), we cannot guarantee that Shenghe will continue to purchase all of the products that it is contractually bound to purchase or [added: that they will purchase] products that do not meet these specifications.

[removed: In addition,] [added: Further,] Shenghe sells the rare earth concentrate it acquires under the [removed: A&R] Offtake Agreement to customers in China who separate and extract the individual rare earth [removed: elements from our rare earth concentrate.][added: elements.]

Therefore, any decline or delay in Shenghe’s sales efforts could reduce sales prices or sales volumes, which could [added: have an adverse] impact [removed: the duration] [added: on our results] of [removed: the A&R Offtake Agreement.][added: operations.]

To the extent we [removed: remain reliant on] [added: utilize] Shenghe, we are also subject to the risks faced by Shenghe where such risks impede their ability to stay in business, make timely payments to us, perform their obligations to us, or sell our products to their end-customers.

Because the vast majority of our rare earth concentrate product is currently sold to Shenghe under our [removed: A&R] Offtake [removed: Agreement,] [added: Agreement] for further processing by third-party customers in China, the possibility of adverse changes in trade or political relations with China, political instability in China, increases in labor or shipping costs, [added: subsidies to related industries,] the occurrence of prolonged adverse weather conditions or a natural disaster such as an earthquake or typhoon, or the continuation of COVID-19 or the outbreak of another global pandemic disease could severely interfere with the sale and/or shipment of our products and would have a material adverse effect on our operations.

The United States [removed: government] [added: Government] has instituted substantial changes to foreign trade policy with China and has [removed: raised,] [added: raised] tariffs on several Chinese goods.

China has retaliated with increased [added: tariffs on United States goods.]

[removed: In addition, we may be adversely affected by] shipments to such alternative ports, including that these shipments may be delayed for any reason or as they are affected by domestic or international laws and regulations, taxation, import and export tariffs, environmental regulations, customs and other matters.

The production of rare earth products is a capital-intensive business and [removed: the completion of our Stage II project at Mountain Pass will require] [added: requires] the commitment of substantial resources.

The completion [added: and commissioning] of our Stage II project at Mountain Pass will require the commitment of substantial resources and capital expenditures.

We expect to achieve anticipated production run rates for separated REO [removed: in] [added: by the end of] 2023.

The progress of Stage II, the amounts and timing of expenditures and the success of this project will depend in part on the following: (a) the [added: successful completion of the Stage II facilities and the] operational resumption of a portion of the existing process, plant and equipment, [removed: certain of which is currently in a care-and-maintenance state,] and the further enhancement and development of such existing process, plant and equipment; (b) [added: the ability of the new equipment and Stage II facilities to separate REO as designed and engineered; (c)] our ability to timely procure new equipment and materials, certain of which may involve long lead-times, or to repair existing equipment; [removed: (c)] [added: (d)] the failure of service providers or vendors to meet contractually-negotiated delivery or completion [removed: deadlines; (d)] [added: deadlines or meet performance specifications or guarantees; (e)] maintaining, and procuring, as required, applicable federal, state and local permits; [removed: (e)] [added: (f)] the incorporation of project change orders, due to engineering, process, health and safety, or other considerations; [removed: (f)] [added: (g)] negotiating contracts for equipment, earthwork, construction, equipment installation, labor and completing infrastructure and construction [removed: work; (g)] [added: work following commissioning; (h)] impact of planned and unplanned shut-downs and delays in our production; [removed: (h)] [added: (i)] impact of stoppages or delays on construction projects; [removed: (i)] [added: (j)] disputes with contractors or other third parties; [removed: (j)] [added: (k)] negotiating sales and offtake contracts for our planned production; [removed: (k)] [added: (l)] the execution of any joint venture agreements or similar arrangements with strategic partners; [removed: (l)] [added: (m)] the impact of COVID-19 or similar pandemics on our business, our strategic partners’ or suppliers’ businesses, logistics or the global economy; and [removed: (m)] [added: (n)] other factors, many of which are beyond our control.

Our continued growth depends on our ability to [added: successfully] complete [added: and commission] the Stage II project at Mountain Pass, [removed: which is] our only rare earth mining and processing facility.

Our continued growth is based on successfully completing [added: and commissioning] the Stage II project and reaching anticipated production rates for the separation of REE in accordance with our expected timeframe.

The deterioration or destruction of any part of Mountain Pass, or a [removed: delay in the procurement] [added: failure] of any necessary [removed: equipment,] [added: equipment to operate as designed,] may significantly hinder our ability to reach or maintain anticipated production rates within the expected time frame or at all.

If we are unsuccessful in reaching and maintaining expected production rates for REO at Mountain Pass, including by failing to reach anticipated throughput, recoveries, uptimes, yields, [added: product quality,] or any combination thereof, [added: within expected time frames or at all, we may not be able to reach our full revenue potential.]

[added: Facility,] within [added: the] expected time [removed: frames] [added: frame] or at all, we [added: will not be able to take advantage of our downstream value creation opportunity and thus we] may not be able to reach our full revenue potential.

The [removed: Stage III project] [added: Fort Worth Facility] will require a substantial capital commitment to complete and there may be unanticipated costs or delays associated with the construction of our [removed: Stage III facility.][added: Fort Worth Facility.]

In addition, our ability to reach our full revenue potential will be dependent on our ability to complete the construction of our [removed: Stage III facility] [added: Fort Worth Facility] and commence the production of alloy flake and finished magnets.

Demand for rare earth concentrate is currently constrained to a relatively limited number of refiners, a significant majority of which are based in China.

The initial term of the Offtake Agreement is two years and expires on March 10, 2024, with the option to extend the term at the Company’s discretion for an additional one-year period.

In addition, we may be adversely affected by

In February 2022, we commenced construction of our initial rare earth metal, alloy and magnet manufacturing facility in Fort Worth, Texas, in support of our Stage III initiatives.

If we are unsuccessful in being able to construct and commence production at our Fort Worth

We entered into a binding long-term supply agreement with GM.

Any failure to establish or maintain collaborative, joint venture or licensing arrangements for the production of downstream products on

We, therefore, would be subject to significant volatility in the cost and availability of these chemicals and to restrictions on chemical use imposed by environmental regulations or law.

In addition, third parties may not honor their agreements with us and as a result, we may need

to obtain such chemical reagents from other parties at higher costs and expense and there may be a delay in obtaining such chemical reagents.

Further, supply chains reliant on sea vessels, train, and/or truck may subject us to transportation delays in obtaining these chemical reagents.

We also may not be able to store such chemical reagents without incurring substantial costs.

There can be no assurance that we will be able to purchase the necessary chemical reagents from third parties on terms that are acceptable to us.

The failure to obtain chemical reagents as needed will have an adverse effect on our financial condition and results of operations.

We currently transport our rare earth concentrate product via ocean freight.

costs to mine recoverable reserves, including many factors beyond our control.

problems; (vii) periodic interruptions due to inclement or hazardous weather conditions or other acts of God; and (viii) mechanical equipment failure and facility performance problems.

environmental assessments, and a heightened degree of responsibility for companies and their officers, directors and employees.

In 2022, the remaining portion of the pipeline was removed from the Mountain Pass facility and safely disposed.

Our operations emit greenhouse gases and with the restart of our CHP plant in 2022, our emissions exceeded inclusion thresholds of the California cap-and-trade program, resulting in the Company being re-entered into the program.

As such, allowances will be directly allocated to us annually, with fluctuations based on energy usage and regulatory provisions.

Additional allowances will need to be purchased, with the price of allowances subject to market volatility.

our access to capital.

A recent decision of the Delaware Court of Chancery in Garfield v.

Boxed, Inc. may create uncertainty regarding the validity of some of our authorized and issued shares of common stock.

On February 16, 2023, we filed a petition in the Delaware Court of Chancery pursuant to Section 205 (“Section 205”) of the Delaware General Corporation Law, seeking validation of an amendment to our Amended and Restated Certificate of Incorporation (the “Charter Amendment”) undertaken at a special meeting of our stockholders held on November 13, 2020, which increased our authorized Class A common stock and preferred stock by a majority vote of the then-outstanding shares of our Class A common stock and Class F common stock, voting as a single class, and seeking validation of the shares that may be issued pursuant to the Charter Amendment.

A recent decision of the Delaware Court of Chancery in Garfield v.

Boxed, Inc. may create uncertainty regarding the validity of the Charter Amendment.

While we believe the Court is likely to grant the Section 205 petition, the outcome is not certain.

If we are not successful in the Section 205 proceeding, uncertainty relating to the Charter Amendment and shares issued pursuant thereto could continue, which may have a material adverse effect on our business.

You may not be able to resell your shares at an attractive price due to a number of factors such as those listed in [“Risks Relating to our Business and Industry”](#i701a7d69e1084d3fa2370662103cadf3_153062) above and the following: (a) results of operations that vary from the expectations of securities analysts and investors; (b) changes in expectations as to the Company’s future financial performance, including financial estimates and investment recommendations by securities analysts and investors; (c) declines in the market prices of stocks generally and market prices of

Volatility in our stock price could adversely affect our business and financing opportunities.

vacancy created by the expansion of the board of directors or the resignation, death, or removal of a director in certain circumstances; (viii) providing that our Board is expressly authorized to make, alter or repeal our bylaws; (ix) the removal of directors only for cause; and (x) that certain provisions may be amended only by the affirmative vote of at least 66.7% of the shares of common stock entitled to vote generally in the election of our directors.

Increased scrutiny regarding our sustainability and ESG practices could impact our reputation and our stock price.

In July 2022, we released our first ESG report for fiscal year 2021, which highlights our key achievements, metrics and ESG strategy.

Our sustainability report also includes our policies and practices on a variety of ESG matters, including water management and preservation; recycling; diversity, equity, and inclusion (“DEI”); employee health and safety; and human capital management.

Implementation of our environmental and sustainability initiatives will require financial expenditures and employee resources.

The publication of our sustainability report may result in increased investor, media, employee, and other stakeholder attention to our ESG initiatives, and such stakeholders may not be satisfied with our ESG practices or initiatives.

Organizations that inform investors on ESG matters have developed rating systems for evaluating companies on their approach to ESG.

Unfavorable ratings may lead to negative investor sentiment, which could negatively impact our stock price.

- We are currently negotiating a definitive long-term supply agreement with GM that includes all necessary terms and conditions, which may or may not occur.

According to CRU, China accounted for approximately 80% of global REO production in 2021.

Under the A&R Offtake Agreement, Shenghe is entitled to retain their gross profits from the sales of our products, and those gross profits are credited against the Prepaid Balance (as defined in [Note 4, “Relationship and Agreements with Shenghe,”](#i8ee915207ea04d95a548923ad88c977a_175) in the notes to the Consolidated Financial Statements).

When Shenghe has recouped all of the Prepaid Balance, the A&R Offtake Agreement will terminate.

As of December 31, 2021, the amount outstanding on the Prepaid Balance was $16.6 million, which will be repaid by the end of the first quarter of 2022 principally through the gross profit recoupment feature.

In February 2022, we entered into a term sheet with Shenghe which provides that once our A&R Offtake Agreement expires, we will continue to sell and Shenghe will continue to purchase our rare earth concentrate under an offtake arrangement.

In connection with this term sheet, we are negotiating a new offtake agreement with Shenghe.

If we are unable to enter into a new offtake agreement with Shenghe and we are unable to sell rare earth concentrate to other customers, it would have a material adverse effect on our revenues, results of operations and financial condition.

There can be no assurance that we will be able to enter into a new offtake agreement with Shenghe or enter into agreements to sell rare earth concentrate to other customers.

tariffs on United States goods.

The actual amount of capital required for the Stage II project at Mountain Pass may vary materially from our current estimates, in which case we may need to raise additional funds, which could delay completion and have a material adverse effect on our business and financial condition.

The anticipated funding required to complete the Stage II project at Mountain Pass is based on certain estimates and assumptions we have made about the additional equipment, labor, permits and other factors required to complete the project.

If any of these estimates or assumptions change, the actual timing and amount of capital required to complete the Stage II project may vary materially from what we anticipate.

Additional funds may be required in the event of significant departures from our current plans, unforeseen delays, cost overruns, engineering design changes or other unanticipated events or expenses.

There can be no assurance that additional financing will be available to us, or, if available, that it can be obtained on a timely basis and on commercially acceptable terms.

In December 2021, we announced that we will be building our initial Stage III facility in Fort Worth, Texas.

If we are unsuccessful in being able to construct and commence production at our Stage III facility, within the expected time frame or at all, we will not be able to take advantage of our downstream value creation opportunity and thus we may not be able to reach our full revenue potential.

In such case, our ability to protect our intellectual property rights by legal

We are currently negotiating all the necessary terms and conditions of a definitive long-term supply agreement with GM, which may or may not occur.

We are currently negotiating all the necessary terms and conditions of a definitive long-term supply agreement with GM.

There can be no assurance that we will be able to come to a definitive agreement with GM on such terms and conditions or that they will be acceptable to us.

Currently, we sell the vast majority of our rare earth concentrate product to Shenghe on a take-or-pay basis under our A&R Offtake Agreement.

That A&R Offtake Agreement will terminate after Shenghe has recovered the full amount of the Offtake Advances (as defined in [Note 4, “Relationship and Agreements with Shenghe,”](#i8ee915207ea04d95a548923ad88c977a_175) in the notes to the Consolidated Financial Statements).

After the A&R Offtake Agreement terminates, we may no longer have a contractual agreement requiring Shenghe to purchase rare earth products from Mountain Pass unless we negotiate a new agreement.

the effectiveness and availability of vaccines.

On September 9, 2021, President Biden issued Executive Order 14042, “Ensuring Adequate COVID Safety Protocols for Federal Contractors.” The Safer Federal Workforce Task Force issued guidance on mandatory vaccines for the employees of federal contractors.

In addition, pursuant to the directive in Executive Order 14042, Occupational Safety and Health Administration (“OSHA”) published an Emergency Temporary Standard (“ETS”) on November 5, 2021, for employers with 100 or more employees.

The ETS required employers to develop a mandatory COVID-19 vaccination policy, or a weekly testing policy, by January 10, 2022.

The ETS required employers who implement a mandatory vaccination policy to ensure employees complete all doses of either the Johnson & Johnson, Pfizer, or Moderna vaccine by February 9, 2022, or otherwise be subject to weekly testing.

On January 13, 2022, the Supreme Court stayed enforcement of the ETS.

However, to the extent we elect or are required to implement mandatory vaccinations or weekly testing, this may have an adverse impact on our results of operations, including loss of personnel and/or production interruptions at Mountain Pass.

We currently transport our rare earth concentrate product to China to be purchased by Shenghe under our A&R Offtake Agreement as well as to other customers.

and could materially adversely affect our results of operations.

that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information or the corruption of data.

Our profitability could be adversely affected if we fail to maintain satisfactory labor relations.

A small portion of the pipeline extends onto the Mountain Pass facility.

Under the federal Comprehensive Environmental Response, Compensation and Liability Act, and analogous

Our operations emit GHGs and, with the restart of our CHP plant in December 2021, we expect to produce emissions exceeding the minimum required for participation in the California cap-and-trade program.

The number of credits we will receive and any excess credits we expect to need to purchase are not yet known.

Our inability to acquire or failure to

*You should read the following discussion and analysis of our financial condition and results of operations together with our Consolidated Financial Statements and related notes appearing elsewhere in this annual report on Form 10-K for the year ended December 31, [removed: 2021] [added: 2022] (this “Annual Report”).

A discussion of changes in our results of operations and cash flows between years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] has been omitted from this Annual Report, but may be found in* *[“Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, Comparison of the Years Ended December 31, [removed: 2020] [added: 2021, 2020,] and [removed: 2019,”](http://www.sec.gov/Archives/edgar/data/1801368/000180136821000011/mp-20201231.htm#icd2d4b2fb506464a9cd2c7261b7d8c93_40)*] [added: 2019,”](http://www.sec.gov/ix?doc=/Archives/edgar/data/1801368/000180136822000010/mp-20211231.htm)*] *of our annual report on Form 10-K for the year ended December 31, [removed: 2020,] [added: 2021,] filed with the U.S. Securities and Exchange Commission on [removed: March 22, 2021.][added: February 28, 2022.]

Risk [removed: Factors”](#i8ee915207ea04d95a548923ad88c977a_70)*] [added: Factors”](#i19308d1ceae24740b4c66aca7816bb0b_61)*] *and elsewhere in this Annual Report.

MP Materials [removed: Corp.] [added: Corp., including its subsidiaries (the “MP Materials,” “we,” “our,” and “us”),] is the largest producer of rare earth materials in the Western Hemisphere.

[removed: The Company owns] [added: We own] and [removed: operates] [added: operate] the Mountain Pass Rare Earth Mine and Processing Facility (“Mountain Pass”), the only rare earth mining and processing site of scale in North America.

[removed: Separated rare earth elements (“REE”) are] [added: Certain REE serve as] critical inputs for the [added: rare earth] magnets [removed: that enable] [added: located inside] the [removed: mobility of] electric [added: motors and generators powering carbon-reducing technologies such as electric] vehicles [removed: (“EVs”),] [added: (“EVs”) and wind turbines, as well as] drones, defense systems, [removed: wind turbines,] robotics and many other high-growth, advanced technologies.

These refiners separate the constituent [removed: REE] [added: rare earth elements (“REE”)] contained in our concentrate and sell the separated products to their customers.

Upon [removed: completion] [added: completing commissioning] of [removed: our] [added: the] Stage II optimization project (“Stage II”), we anticipate producing [added: and selling] separated rare earth [removed: oxides (“REO”),] [added: products,] including neodymium-praseodymium (“NdPr”) [removed: oxide, and selling these products directly to end users, at which time we may no longer sell our concentrate.][added: oxide.]

In [removed: December 2021, we announced that] [added: addition,] we [removed: will build] [added: are constructing] our initial rare earth metal, alloy and magnet manufacturing facility in Fort Worth, Texas (the “Fort Worth [removed: Facility”).][added: Facility”), where we anticipate manufacturing, among other products, neodymium-iron-boron (“NdFeB”) permanent magnets.]

[removed: In addition, we announced that] [added: Furthermore, in April 2022,] we [removed: had] entered into a long-term [added: supply] agreement with General Motors Company (NYSE: GM) (“GM”) to supply U.S.-sourced and manufactured rare earth materials, alloy and finished magnets for the electric motors in more than a dozen models using GM’s Ultium Platform, with a gradual production ramp that [removed: begins] [added: is expected to begin] in [removed: 2023.][added: late 2023, starting with alloy.]

Highlights from the year ended December 31, [removed: 2021,] [added: 2022,] include:

- Revenue [added: of $527.5 million, representing] growth of [removed: 147%] [added: 59%] year over year, driven by [removed: increases] [added: an increase] in [removed: REO production and sales volume and] realized price per [removed: REO] [added: rare earth oxide (“REO”) equivalent] metric ton (“MT”);

- Adjusted EBITDA (see below) of [removed: $219.1] [added: $388.6] million, [removed: compared to $42.6 million in the prior year,] representing growth of [removed: 414%] [added: 77%] year over year, driven by higher per-unit [removed: profitability and production efficiencies, slightly] [added: profitability,] offset [added: partially] by [removed: increased public company] [added: higher personnel] and [removed: growth] [added: other general] and [removed: development] [added: administrative] costs;

- Net cash provided by operating activities of [removed: $102.0] [added: $343.5] million, an increase from [removed: $3.3] [added: $102.0] million in the prior year;

- Adjusted Net Income (see below) [added: of $320.6 million, representing] growth of [removed: 693%] [added: 108%] year over year, largely driven by higher [removed: revenues;][added: Adjusted EBITDA;]

- Diluted earnings per share of [removed: $0.73,] [added: $1.52,] compared to [removed: loss] [added: $0.73] per share [removed: of $0.27] in the prior year;

Our results of operations for the year ended December 31, [removed: 2021,] [added: 2022,] demonstrate our strong operational execution as demand for rare earth materials continues to grow, [removed: which also resulted in] [added: driving the higher realized] prices for rare earth products, particularly those used in NdFeB [removed: magnets, to rise significantly.][added: magnets.]

In addition, our Stage III [added: magnetics] team [removed: is making] [added: has made] significant progress on our strategy to repatriate magnet manufacturing to the United States, starting with our initial facility in Fort Worth, [removed: Texas.][added: Texas, while rapidly growing the organization’s engineering and manufacturing technology capabilities.]

We consider net income (loss) [added: and diluted earnings (loss) per share (“EPS”)] to be the most directly comparable financial [removed: measure] [added: measures] calculated in accordance with generally accepted accounting principles in the United States (“GAAP”) to Adjusted [removed: EBITDA and] [added: EBITDA,] Adjusted Net [removed: Income (Loss),] [added: Income, and Adjusted Diluted EPS,] which are non-GAAP financial measures.

Refer to the [“Non-GAAP Financial [removed: Measures”](#i8ee915207ea04d95a548923ad88c977a_115)] [added: Measures”](#i19308d1ceae24740b4c66aca7816bb0b_118)] section below for the definitions of Adjusted [removed: EBITDA and] [added: EBITDA,] Adjusted Net [removed: Income (Loss),] [added: Income, and Adjusted Diluted EPS,] as well as a reconciliation of net income (loss) to Adjusted EBITDA and Adjusted Net [removed: Income (Loss).][added: Income, and Diluted EPS to Adjusted Diluted EPS.]

We [removed: use] [added: have historically used] the following key performance indicators to evaluate the performance of our business.

| (in whole units or dollars, except percentages) | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2021] [added: 2022] vs. [removed: 2020] [added: 2021] | | | | | | [removed: 2020] [added: 2021] vs. [removed: 2019] [added: 2020] | | | | | | [removed: 2021] [added: 2022] vs. [removed: 2020] [added: 2021] | | | | | | [removed: 2020] [added: 2021] vs. [removed: 2019] [added: 2020] | | |

| REO production volume (MTs) | | | [removed: 42,413] [added: 42,499] | | | | | | [removed: 38,503] [added: 42,413] | | | | | | [removed: 27,620] [added: 38,503] | | | | | | [removed: 3,910] [added: 86] | | | | | | [removed: 10,883] [added: 3,910] | | | | | | [removed: 10] [added: —] | | % | | | | [removed: 39] [added: 10] | | % |

| REO sales volume (MTs) | | | [removed: 42,158] [added: 43,198] | | | | | | [removed: 38,367] [added: 42,158] | | | | | | [removed: 26,821] [added: 38,367] | | | | | | [removed: 3,791] [added: 1,040] | | | | | | [removed: 11,546] [added: 3,791] | | | | | | [removed: 10] [added: 2] | | % | | | | [removed: 43] [added: 10] | | % |

| Realized price per REO MT | | | $ | [removed: 7,745] [added: 11,974] | | | | | $ | [removed: 3,311] [added: 7,745] | | | | | $ | [removed: 2,793] [added: 3,311] | | | | | $ | [removed: 4,434] [added: 4,229] | | | | | $ | [removed: 518] [added: 4,434] | | | | | [removed: 134] [added: 55] | | % | | | | [removed: 19] [added: 134] | | % |

| Production cost per REO MT | | | $ | [removed: 1,493] [added: 1,728] | | | | | $ | [removed: 1,430] [added: 1,493] | | | | | $ | [removed: 1,980] [added: 1,430] | | | | | $ | [removed: 63] [added: 235] | | | | | $ | [removed: (550)] [added: 63] | | | | | [removed: 4] [added: 16] | | % | | | | [removed: (28)] [added: 4] | | % |

While our unit of production and sale is a MT of embedded [removed: REO,] [added: REO equivalent,] the actual weight of our rare earth concentrate is significantly greater, as the concentrate also contains non-REO [removed: minerals] [added: minerals, loss-on-ignition,] and residual moisture from the production process.

We define Total Value Realized, which is a non-GAAP financial measure, as our product sales adjusted for the revenue impact of [removed: tariff-related] [added: tariff] rebates [removed: from] [added: related to prior period sales, and, in connection with our sales to] Shenghe [removed: on account] [added: between January 1, 2020, and June 5, 2020 under the terms] of [added: the Original Offtake Agreement, the Shenghe Implied Discount (as defined and discussed in [Note 3 “Relationship and Agreements with Shenghe,”](#i19308d1ceae24740b4c66aca7816bb0b_160) and [Note 4](#i19308d1ceae24740b4c66aca7816bb0b_163) [“](#i19308d1ceae24740b4c66aca7816bb0b_163)[Revenue Recognition,](#i19308d1ceae24740b4c66aca7816bb0b_163)[”](#i19308d1ceae24740b4c66aca7816bb0b_163) in the notes to the Consolidated Financial Statements).]

Realized price per REO MT is an important measure of the market price of our [added: concentrate] product.

Accordingly, we calculate realized price per REO MT to reflect a consistent basis between periods by eliminating the [added: revenue] impact of [added: tariff rebates and the impact of] recognizing revenue at a discount during the period between [removed: July] [added: January] 1, [removed: 2019,] [added: 2020,] and June 5, [removed: 2020, and the revenue impact of tariff-related rebates.][added: 2020.]

See the [“Non-GAAP Financial [removed: Measures”](#i8ee915207ea04d95a548923ad88c977a_115)] [added: Measures”](#i19308d1ceae24740b4c66aca7816bb0b_118)] section below for a reconciliation of our Total Value Realized, which is a non-GAAP financial measure, to our product sales, which is determined in accordance with GAAP, as well as the calculation of realized price per REO MT.

We define Production Costs, which is a non-GAAP financial measure, as our cost of sales (excluding depletion, depreciation and amortization) less stock-based compensation expense included in cost of sales, shipping and freight costs, and costs attributable to certain other [removed: sales, for a given period.][added: sales.]

Production cost per REO MT is a key indicator of our [added: concentrate] production efficiency.

See the [“Non-GAAP Financial [removed: Measures”](#i8ee915207ea04d95a548923ad88c977a_115)] [added: Measures”](#i19308d1ceae24740b4c66aca7816bb0b_118)] section below for a reconciliation of our Production Costs, which is a non-GAAP financial measure, to our cost of sales (excluding depletion, depreciation and amortization), which is determined in accordance with GAAP, as well as the calculation of production cost per REO MT.

We believe we are uniquely positioned to capitalize on the key trends of electrification and supply chain security, particularly as domestic EV production [removed: grows.][added: grows and demand for green technologies increases.]

Our [added: continued] success depends to a significant extent on our ability to take advantage of the following opportunities and meet the challenges associated with them.

The key demand driver for REE is their use in a diverse array of growing end markets, including: clean-energy and transportation technologies (e.g., traction motors in EVs and [added: hybrid electric vehicles, and] generators in wind power turbines); [removed: high-technology] [added: consumer and medical] applications (e.g., miniaturization of smart phones and other mobile devices, [added: computing devices, speakers and microphones,] fiber optics, lasers, robotics, medical [removed: devices,] [added: ventilators,] etc.); critical defense [removed: applications] [added: systems] (e.g., guidance and control systems, global positioning systems, radar and sonar, drones, etc.); and essential industrial infrastructure (e.g., [removed: advanced catalyst applications in oil refining and] [added: power tools,] pollution-control systems in traditional internal-combustion automobiles, [added: glass polishing,] etc.).

We believe we benefit from [added: the continued growth of the rare earth market, particularly the market for NdPr and permanent magnets, and from] several demand tailwinds for [removed: REE, and particularly NdPr.][added: REE.]

These include the trend toward [removed: electrification,] [added: electrification;] geographic supply chain [removed: diversification] [added: diversification,] particularly in relation to [removed: China,] [added: China;] the U.S. government [removed: strategy] [added: initiatives] to restore domestic supply of key [removed: minerals,] [added: minerals;] and the increasing acceptance of environmental, social and governance mandates.

See also* *[“Cautionary Note Regarding Forward-Looking Statements.”](#i19308d1ceae24740b4c66aca7816bb0b_10)*

We currently produce a rare earth concentrate that is principally sold pursuant to the Offtake Agreement to Shenghe (as such terms are defined in [Note 3 “Relationship and Agreements with Shenghe,”](#i19308d1ceae24740b4c66aca7816bb0b_160) in the notes to the Consolidated Financial Statements), that, in turn, typically sells that product to refiners in China.

- Net income of $289.0 million, representing growth of 114% year over year, largely driven by higher revenue, offset by higher cost of sales and selling, general and administrative expenses;

- Strong concentrate production volumes that remained steady year over year despite significant Stage II construction and recommissioning activities;

- Maintained strong balance sheet with cash, cash equivalents and short-term investments totaling $1,182.3 million as of December 31, 2022, despite significant capital expenditures to support Stage II and the Fort Worth Facility;

- Substantially completed construction and/or commissioning of several circuits of the Stage II optimization project, including concentrate drying and roasting;

- Commenced construction of our Fort Worth Facility, including completion of the building shell in September 2022, and the entrance into a long-term supply agreement with GM to supply U.S.-sourced and manufactured rare earth materials, alloy and finished magnets; and

Our Stage I concentrate operations continue to deliver strong production levels despite the significant Stage II-related work, including commissioning of the concentrate drying and roasting circuits and other Stage II circuits.

We continue to expect that we will reach normalized separated oxide production levels by the end of 2023 after we complete the final commissioning of the Stage II assets.

However, as we evolve as a business and transition from a producer of rare earth concentrate to a producer of separated rare earth products upon completing the commissioning of our Stage II project, the metrics that management anticipates using to evaluate the business may change or be revised.

For example, in completing the transition to separated rare earth products, we may determine that production cost per REO MT, which is a metric focused solely on Stage I concentrate operations, is no longer meaningful in evaluating and understanding our business or operating results.

Significant commissioning activities commenced in the fourth quarter of 2022 beginning with the concentrate drying and roasting circuits.

Construction and recommissioning of certain other circuits was also substantially complete in the fourth quarter of 2022.

The project incorporated upgrades and enhancements to the prior facility process flow to reliably produce separated REE at a low cost and with the intent of minimizing our impact on the environment.

In February 2022, we were awarded a $35.0 million contract by the Department of Defense’s Office of Industrial Base Policy and Sustainment Program to design and build a facility to process HREE.

The Company is currently advancing the facilitating works, engineering and procurement for the HREE Facility, which is expected to support the separating of HREE contained in the Mountain Pass ore as well as from third-party feedstocks.

In addition, we are currently constructing the Fort Worth Facility, and developing engineering and manufacturing technology to process NdPr oxide into metal alloys and magnets, while incorporating magnet recycling capabilities.

These initiatives support our long-term plans to become a leading global source for rare earth magnets.

| Selling, general and administrative | | | 75,840 | | | | | | 56,646 | | | | | | 26,767 | | | | | | 19,194 | | | | | | 29,879 | | | | | | 34 | | % | | | | 112 | | % |

| Loss on sale or disposal of long-lived assets, net | | | 391 | | | | | | 569 | | | | | | 101 | | | | | | (178) | | | | | | 468 | | | | | | (31) | | % | | | | 463 | | % |

| Adjusted Net Income(2) | | | $ | 320,557 | | | | | $ | 154,187 | | | | | $ | 19,748 | | | | | $ | 166,370 | | | | | $ | 134,439 | | | | | 108 | | % | | | | 681 | | % |

The sales price of rare earth concentrate sold to Shenghe under these agreements is based on an agreed-upon price per MT, subject to certain quality adjustments depending on the measured characteristics of the product, with an adjustment for the ultimate market price of the product realized by Shenghe upon sales to their customers, including the impact of changes in the exchange rate between the Chinese Yuan and the U.S. dollar.

As discussed above, revenue recorded on sales under the Original Offtake Agreement also reflects the Shenghe Implied Discount.

See the [“Quarterly Performance Trend”](#i19308d1ceae24740b4c66aca7816bb0b_112) section below.

The increase in other sales for the year ended December 31, 2022, as compared to the prior year, was driven primarily by $8.5 million of revenue related to a sales agreement with Shenghe entered into in March 2022 for certain stockpiles of rare earth fluoride (“REF”).

The increase in production cost per REO MT was driven by higher materials, supplies and payroll costs, including an increase in employee headcount to support the expansion of operations, as well as higher energy costs incurred following the restart of our combined heat and power (“CHP”) plant in January 2022.

These increases in costs offset production efficiencies achieved during the year ended December 31, 2022.

Additionally, shipping and freight costs increased by $4.1 million for the year ended December 31, 2022, as compared to the prior year, largely driven by higher diesel fuel costs.

See the [“Quarterly Performance Trend”](#i19308d1ceae24740b4c66aca7816bb0b_112) section below.

Other year-over-year increases included higher personnel costs (other than stock-based compensation expense), which increased $6.5 million, and other general and administrative costs required to further build out our corporate infrastructure and support our separations business and magnetics initiatives.

Advanced projects, start-up, development and other for the year ended December 31, 2022, increased year over year primarily due to an increase in start-up costs of $7.2 million, associated with the restart of our CHP plant, our Stage II optimization project and our Stage III initiatives, as well as continued investment in research and development activities, particularly with regards to magnetics.

The year-over-year decrease in depreciation, depletion and amortization for the year ended December 31, 2022, was primarily driven by a decrease in depletion of $5.0 million as a result of a revision to extend our estimate of the remaining useful life of the mineral rights at the beginning of the fourth quarter of 2021.

In addition, the year ended December 31, 2022, includes a reduction in depreciation of $2.7 million as a result of a decrement to our asset retirement obligation (see [Note 10, “Asset Retirement and Environmental Obligations,”](#i19308d1ceae24740b4c66aca7816bb0b_184) in the notes to the Consolidated Financial Statements for more information).

Accretion of asset retirement and environmental obligations for the year ended December 31, 2022, decreased year over year primarily as a result of the decrements to our asset retirement obligation recorded during the fourth quarter of 2021 and the third quarter of 2022, the latter of which will further reduce the accretion of our asset retirement obligation in future periods.

Interest expense, net for the year ended December 31, 2022, decreased year over year due to the full repayment of the Offtake Advances in the first quarter of 2022, offset by the timing of the issuance of the Convertible Notes in March 2021.

Other income, net consists of interest and investment income and non-operating gains or losses.

Other income, net for the year ended December 31, 2022, increased year over year as a result of interest and investment income earned on our short-term investments, which were purchased starting in the second quarter of 2022.

The effective tax rates differed from the statutory tax rate of 21% primarily due to benefits for percentage depletion and foreign-derived intangible income, excess tax benefits on stock-based compensation, and a partial release of the valuation allowance against deferred tax assets, offset by state income tax expense and a deduction limitation on officer’s compensation.

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022 which, among other things, implements a 15% minimum tax on book income of certain large corporations, a 1% excise tax on net stock repurchases, and provides several tax incentives to promote clean energy for tax years beginning after December 31, 2022.

At this time, we do not expect the minimum tax or excise tax to have a material impact on our Consolidated Financial Statements.

In addition, see* *[“Cautionary Note Regarding Forward-Looking Statements.”](#i8ee915207ea04d95a548923ad88c977a_10)* *References herein to the “Company,” “MP Materials,” “we,” “our,” and “us,” refer to MP Materials Corp. and its subsidiaries.*

We estimate the rare earth concentrate we produced and sold in 2021 represented approximately 15% of the rare earth content consumed in the global market.

We currently produce a rare earth concentrate that we sell pursuant to the A&R Offtake Agreement (as defined in the [“Comparability of Results”](#i8ee915207ea04d95a548923ad88c977a_100) section below) to Shenghe Resources (Singapore) International Trading Pte.

Ltd. (“Shenghe”), an affiliate of Shenghe Resources Holding Co., Ltd., a leading global rare earth company that is publicly listed in China, that, in turn, typically sells that product to refiners in China.

We are currently negotiating the terms of a definitive long-term supply agreement with GM which will include all of the necessary terms and conditions.

- REO production growth of 10% year over year to 42,413 MTs, reflecting higher ore feed rates and mineral recoveries;

- Net income of $135.0 million, compared to a net loss of $21.8 million in the prior year, largely driven by higher revenues and a one-time, non-cash settlement charge of $66.5 million in the prior year;

*•*Net proceeds of $672.3 million raised from the issuance of Convertible Notes (as defined in the [“Liquidity and Capital Resources”](#i8ee915207ea04d95a548923ad88c977a_121) section below) in March 2021; and

- Steady progress on our Stage II optimization project and acceleration of our Stage III strategy with the announcements of the Fort Worth Facility and the entrance into a long-term agreement with GM.

In 2021, we produced the highest REO output in the history of Mountain Pass.

As we continue to drive strong performance in our Stage I operations, we are continuing to make progress on our Stage II optimization project and expect to reach normalized separated oxide production levels in 2023.

As noted above, upon completion of Stage II, we expect to refine our rare earth concentrate to produce separated rare earths, including separated NdPr oxide.

prior sales, and, in connection with our sales of REO to Shenghe between July 1, 2019, and June 5, 2020, the Shenghe Implied Discount.

The Shenghe Implied Discount is equal to the difference between (i) Shenghe’s average realized price, net of taxes, tariffs and certain other agreed-upon charges (such as one-time demurrage charges) on our products once sold to their ultimate customers and (ii) the amount of revenue we recognized on the sales of those products to Shenghe for sales between July 1, 2019, and June 5, 2020, which includes a non-cash portion.

Under the terms of the Original Offtake Agreement, for the period between July 1, 2019, and June 5, 2020, Shenghe purchased our rare earth products at an agreed-upon cash price per MT, which was intended to approximate our cash cost of production, and in turn resold it at market prices to its customers.

As discussed below, in addition to the revenue we recognized from the cash sales prices, we also realized an amount of deferred revenue applicable to these sales equal to 64% of Shenghe’s gross profit.

Upon entrance into the A&R Offtake Agreement, we began to recognize revenue at the full value of our product.

We believe these drivers will fuel the continued growth of the rare earth market, particularly the market for NdPr.

excellence, driving approximately 95% uptime.

The recommissioning of our natural gas-powered combined heat and power (“CHP”) plant, which was completed in December 2021, will remove our reliance on the regional electric power grid.

Engineering, procurement, construction, and other recommissioning activities are underway and involve upgrades and enhancements to the existing facility process flow to reliably produce separated REE at a lower cost and with an expected smaller environmental footprint per unit of REO produced.

Further, we are pursuing opportunities to integrate further downstream into the business of upgrading NdPr into metal alloys and magnets, including magnet recycling, ultimately expanding our presence as a global source for rare earth magnetics, as evidenced by our recent announcement to build the Fort Worth Facility.

Comparability of Results

Our Relationship and Agreements with Shenghe

In May 2017, prior to our acquisition of Mountain Pass, we entered into a set of commercial arrangements with Shenghe, which principally consisted of a technical services agreement (the “TSA”), an offtake agreement (the “Original Offtake Agreement”), and a distribution and marketing agreement (the “DMA”).

We also issued to Leshan Shenghe Rare Earth Co., Ltd. (“Leshan Shenghe”), the majority stockholder of Shenghe, a preferred interest in the Company, which was ultimately exchanged for shares of our common stock in connection with the Business Combination.

The Original Offtake Agreement required Shenghe to advance us an initial $50.0 million (the “Initial Prepayment Amount”) to fund the restart of operations at the mine and the TSA required Shenghe to fund any additional operating and capital expenditures required to bring Mountain Pass to full operability.

Shenghe also agreed to provide additional funding of $30.0 million to the Company pursuant to a separate letter agreement dated June 20, 2017 (the “Letter Agreement”) (the “First Additional Advance”), in connection with our acquisition of Mountain Pass.

In addition to the repayment of the First Additional Advance, pursuant to the Letter Agreement, the Initial Prepayment Amount was increased by $30.0 million.

We refer to the aggregate prepayments made by Shenghe pursuant to the Original Offtake Agreement and the Framework Agreement (as defined below), as adjusted for Gross Profit Recoupment (as defined below) amounts and any other qualifying repayments to Shenghe, inclusive of the $30.0 million increase to the Initial Prepayment Amount, as the “Prepaid Balance.”

Under the Original Offtake Agreement, upon the mine achieving certain milestones and being deemed commercially operational (which was achieved on July 1, 2019), we sold to Shenghe, and Shenghe purchased on a firm “take or pay” basis, all of the rare earth products produced at Mountain Pass.

Shenghe marketed and sold these products to customers, and retained the gross profits earned on subsequent sales.

These gross profits were credited against the Prepaid Balance, and provided the means by which we repaid, and Shenghe recovered, such amounts (the “Gross Profit Recoupment”).

As discussed within [Note 4, “Relationship and Agreements with Shenghe,”](#i8ee915207ea04d95a548923ad88c977a_175) in the notes to the Consolidated Financial Statements, the entrance into the Letter Agreement constituted a modification to the Original Offtake Agreement (referred to as the “June 2017 Modification”), which for accounting purposes, resulted in an implied discount on the Company’s sales prices to Shenghe under the Original Offtake Agreement (the “Shenghe Implied Discount”).

For sales to Shenghe under the Original Offtake Agreement between July 1, 2019, and June 5, 2020, the Company and Shenghe periodically agreed on an initial cash sales price, which was intended to approximate our cash cost of production, for each MT of rare earth concentrate.

In addition, since the Shenghe Implied Discount applied to sales to Shenghe during this period, we also realized an amount of deferred revenue applicable to these sales equal to 64% of the gross profit realized by Shenghe of this product to its own customers.

The full gross profit amount realized by Shenghe on such sales reduced the Prepaid Balance (and consequently, our contractual obligations to Shenghe).

For example, for a hypothetical shipment of REO to Shenghe on which it realized gross profit of $1.00 (the difference between the sales price to its customers and its cash cost paid to us), we would recognize $0.64 as non-cash revenue through a reduction in the deferred revenue balance, and the remaining $0.36 would not be recorded as revenue, but would reduce the Prepaid Balance.

Shenghe’s gross profit was influenced by market conditions as well as import duties, which were imposed on our products by the General Administration of Customs of the People’s Republic of China during this period.

See also [“Key Performance Indicators”](#i8ee915207ea04d95a548923ad88c977a_103) section above.

We have in the past and may in the future be exposed to certain market risks, including commodity [removed: price] [added: price, foreign currency, and interest rate] risks, in the ordinary course of our business, as discussed further below.

[removed: We expect demand for NdPr to continue to grow, driving demand for our concentrate and ultimately, upon the completion of Stage II, separated NdPr oxide, and upon completion of Stage III, magnetic products containing NdPr, but] [added: However,] actual demand and pricing may fluctuate for numerous reasons beyond our control, including, among other things, [added: supply of NdPr from other producers,] discoveries of new mineral properties, technological changes that lead to diminished reliance on NdPr and/or permanent magnets, and shifts in underlying end-user demand for products or components manufactured with NdPr.

While we currently generate revenue in the United States and in U.S. dollars, the market transactions are denominated mainly in the Chinese Yuan, and we are therefore [removed: indirectly] exposed to currency volatility and devaluation risks.

We have not entered into derivative contracts to protect the [removed: selling] price [removed: for] [added: of] our [removed: REO] [added: products,] and do not expect to do so in the foreseeable future, as there is no liquid market for such contracts and their cost may be prohibitive, if they could be obtained at all.

Our rare earth concentrate contains a significant amount of NdPr.

We expect demand for NdPr to continue to grow, driving demand for our concentrate, and in the future, separated NdPr oxide and permanent magnets containing NdPr.

The solvent extraction and finishing processes are highly reliant upon standard commodity reagents.

These reagents, as well as certain other raw materials and supplies we use in our operations, are subject to price volatility caused by weather, supply conditions, political and economic variables and other unpredictable factors.

We have not historically used options or swap contracts to manage the volatility related to the above exposures.

When possible, we seek to limit our exposure by entering into long-term contracts and price increase limitations in contracts.

Also, we currently use natural gas to operate our CHP plant which powers our processing and separations facilities at Mountain Pass, and expect to use natural gas to power generators at our Fort Worth Facility in the future.

We generally purchase or expect to purchase natural gas from suppliers at market or tariff rates.

From time to time, we use commodity contracts to hedge energy exposures.

Such commodity price fluctuations may cause volatility in our results of operations and cash flows in the future.

Foreign Currency Risk

Foreign currency risk has not historically had a material impact on our results of operations or cash flows.

However, as we expand internationally, we become further exposed to foreign currency risk by entering new markets with additional foreign currencies.

The economic impact of currency exchange rate movements is often linked to variability in real growth, inflation, interest rates, governmental actions and other factors.

Accordingly, to the extent that foreign currency risk becomes material, we may enter into hedging transactions to manage our exposure to fluctuations in foreign currency exchange rates.

Interest Rate Risk

We had cash, cash equivalents and short-term investments totaling $1,182.3 million as of December 31, 2022, of which $1,175.0 million was invested in money market funds, U.S. Treasury and agency securities.

Our cash, cash equivalents and short-term investments are held for working capital and general corporate purposes.

We have not historically entered into investments for trading or speculative purposes.

Our cash equivalents and short-term investments are subject to market risk due to changes in interest rates.

Fixed rate securities may have their market value adversely affected due to a rise in interest rates.

Due in part to these factors, our future investment income may fall short of our expectations due to changes in interest rates or we may suffer losses in principal if we are forced to sell securities that decline in market value due to changes in interest rates.

As our short-term investments are classified as available-for-sale, no gains are recognized due to changes in interest rates.

As losses due to changes in interest rates are generally not considered to be credit related, no losses in such investments are recognized due to changes in interest rates unless we intend to sell, it is more likely than not that we will be required to sell, we sell prior to maturity, or we otherwise determine that all or a portion of the decline in fair value is due to credit related factors.

As of December 31, 2022, a hypothetical increase of 100-basis points in interest rates would not have a material impact on the value of our cash equivalents or short-term investments in our Consolidated Financial Statements.

In addition to commodity pricing risk, our revenues are highly concentrated, with Shenghe accounting for more than 90% of our product sales for all years presented.

Concentrate prices are less transparent than those of many other commodities.

We believe that we are a leading, low-cost producer of rare earth concentrate containing significant amounts of NdPr.

See the [“Key Factors Affecting Our Performance,”](#i8ee915207ea04d95a548923ad88c977a_106) section in [“Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.”](#i8ee915207ea04d95a548923ad88c977a_94)

MP Materials [removed: Corp.] [added: Corp., including its subsidiaries (the “Company,” “MP Materials,” “we,” “our,” and “us”),] is the largest producer of rare earth materials in the Western Hemisphere.

The Company owns and operates the Mountain Pass Rare Earth Mine and Processing Facility (“Mountain Pass”), the only [added: active] rare earth mining and processing site of scale in North America.

[removed: Separated rare earth elements (“REE”) are] [added: Certain REE serve as] critical inputs for the [added: rare earth] magnets [removed: that enable] [added: located inside] the [removed: mobility of] electric [added: motors and generators powering carbon-reducing technologies such as electric] vehicles [removed: (“EVs”),] [added: (“EVs”) and wind turbines, as well as] drones, defense systems, [removed: wind turbines,] robotics and many other high-growth, advanced technologies.

[removed: We] [added: The Company] currently [removed: produce] [added: produces] a rare earth concentrate that [removed: we sell] [added: is principally sold] pursuant to the [removed: A&R] Offtake Agreement (as defined in [Note [removed: 4, “Relationship] [added: 3](#i19308d1ceae24740b4c66aca7816bb0b_160) [“](#i19308d1ceae24740b4c66aca7816bb0b_160)[Relationship] and [removed: Agreements with Shenghe,”](#i8ee915207ea04d95a548923ad88c977a_175)] [added: Agreements](#i19308d1ceae24740b4c66aca7816bb0b_160) [with Shenghe](#i19308d1ceae24740b4c66aca7816bb0b_160)[,](#i19308d1ceae24740b4c66aca7816bb0b_160)[”](#i19308d1ceae24740b4c66aca7816bb0b_160)] in the notes to the Consolidated Financial Statements) to Shenghe [removed: Resources (Singapore) International Trading Pte.][added: (as defined in the [“](#i19308d1ceae24740b4c66aca7816bb0b_37)[Cust](#i19308d1ceae24740b4c66aca7816bb0b_37)[omers](#i19308d1ceae24740b4c66aca7816bb0b_37)[”](#i19308d1ceae24740b4c66aca7816bb0b_37) section below), that, in turn, typically sells that product to refiners in China.]

These refiners separate the constituent [removed: REE] [added: rare earth elements (“REE”)] contained in [removed: our] [added: the Company’s] concentrate and sell the separated products to their customers.

Upon [removed: completion] [added: completing commissioning] of [removed: our] [added: the] Stage II optimization project (“Stage II”), [removed: we anticipate] [added: the Company anticipates] producing [added: and selling] separated rare earth [removed: oxides (“REO”),] [added: products,] including neodymium-praseodymium (“NdPr”) [removed: oxide, and selling these products directly to end users, at which time we may no longer sell our concentrate.][added: oxide.]

In [removed: December 2021, we announced (i) that we will build our initial rare earth, metal, alloy and magnet manufacturing facility in Fort Worth, Texas (the “Fort Worth Facility”), and (ii) that we] [added: April 2022, the Company] entered into a long-term [added: supply] agreement with General Motors Company (NYSE: GM) (“GM”) to supply U.S.-sourced and manufactured rare earth materials, alloy and finished magnets for the electric motors in more than a dozen models using GM’s Ultium [removed: Platform, with a gradual production ramp that begins in 2023.][added: Platform.]

As electrification drives significant global growth in demand for REE, [removed: we believe] [added: the Company believes] global economic trends, geopolitical realities and sustainability mandates are coalescing to further [removed: our] [added: its] opportunity to create [removed: shareholder] [added: stockholder] value.

[removed: We believe] [added: Further, the Company believes] businesses are increasingly prioritizing diversification and security of their global supply chains [removed: so as] to reduce reliance on a single producer or region for critical materials.

As the only scaled source in North America for critical rare earths, with a processing [removed: facility] [added: footprint] designed to operate with best-in-class sustainability and [removed: a competitive] [added: an industry-leading] cost structure, [removed: we believe we are] [added: the Company believes it is] well-positioned to thrive [removed: in this transforming] [added: as the] global [removed: economy.][added: economy electrifies.]

[removed: Our] [added: The Company’s] mission is to maximize [removed: shareholder] [added: stockholder] returns over the long-term by executing a disciplined business strategy to restore the full rare earth supply chain to the United States of America.

[removed: We believe we can] [added: The Company believes it will] generate positive outcomes for U.S. national security and industry, the U.S. workforce, and the environment.

Rare earth elements are fundamental building blocks of the modern economy, impacting trillions of dollars in global [removed: gross domestic product] [added: economic activity] through the enablement of [removed: end products across industries including] transportation, clean energy, robotics, national defense, and consumer [removed: electronics,] [added: electronics products,] among others.

Lanthanum, cerium, praseodymium and neodymium are considered [removed: “light REE” that are predominant in bastnaesite;] [added: “light” REE (“LREE”);] samarium, europium and gadolinium are often referred to as [removed: “medium REE”;] [added: “medium” REE;] while terbium, dysprosium, holmium, erbium, thulium, ytterbium and lutetium are considered [removed: “heavy REE.” Two additional elements, yttrium and scandium, are often classified as heavy] [added: “heavy”] REE [removed: although they are not lanthanides.][added: (“HREE”).]

The aggregate global market for [removed: REO] [added: rare earth oxides (“REO”)] totaled approximately [removed: 180,000] [added: 186,000] metric tons [added: (“MTs”)] in [removed: 2021] [added: 2022] and is expected to grow at a compound annual growth rate (“CAGR”) of approximately [removed: 4%] [added: 4.1%] through 2030, according to research by the CRU Group (“CRU”).

Further, CRU estimates that the NdPr segment of the REO market, which makes up the significant majority of the market value, is expected to grow at [removed: a 9.1%] [added: an 8.6%] CAGR through 2030 (excluding the impact of closed loop recycling), well in excess of the overall REO market.

[removed: REO] [added: Rare earth materials] are used in a diverse array of end markets, including:

- Clean-Energy and Transportation Technologies: traction motors in EVs and hybrid electric vehicles, [added: and] generators in wind power [removed: turbines, and linear motors in mag-lev trains;][added: turbines;]

- [removed: High-Technology] [added: Consumer and Medical] Applications: miniaturization of smart phones and other mobile devices, computing devices, speakers and microphones, as well as fiber optics, lasers, robotics, medical [removed: devices] [added: ventilators, precision actuators,] and optical [removed: temperature sensors in medical and industrial environments;][added: sensors;]

- Critical Defense [removed: Applications:] [added: Systems:] guidance and control systems, communications, global positioning systems, radar and sonar, drones, and railguns; and

- Essential Industrial Infrastructure: [removed: advanced catalyst applications in oil refining,] [added: power tools,] pollution-control systems in traditional internal-combustion automobiles, glass polishing, and LED lighting and phosphors.

[removed: Our Process][added: Process]

[removed: Upon completion] [added: Processing] of [removed: Stage II, processing] [added: rare earth materials] at Mountain Pass [removed: will include] [added: includes] five primary process steps: (i) mining and crushing; (ii) milling and flotation; (iii) [added: roasting,] leaching and impurity removal; (iv) separation and extraction; and (v) product finishing.

Having completed Stage I of [removed: our] [added: its] optimization plan (“Stage I”) (discussed below), [removed: we are] [added: the Company is] engaged in the first two of these [removed: steps.][added: steps at scale.]

[removed: The first step] [added: Stage I] includes mining the primarily bastnaesite ore followed by comminution, which involves crushing and grinding the ore into a milled slurry.

[removed: In the second step,] [added: Then,] the milled bastnaesite slurry is [removed: then] processed by froth flotation, whereby the bastnaesite [removed: floats] [added: is carried] to the surface while the gangue, or non-desired, elements are suppressed and disposed as tailings.

[removed: We believe we are] [added: The Company believes it is] unique among scaled rare earth producers in [removed: our] [added: its] use of a dry tailings process that allows recycling of the water used in [removed: our] [added: its] milling and flotation circuit and eliminates the need for high-risk wet tailings ponds and traditional impoundment dams.

Following the acquisition of Mountain Pass in July 2017, [removed: we] [added: the Company] began implementing Stage I, which was designed to re-establish stable, scaled production of rare earth [removed: concentrate,] [added: concentrate] leveraging the existing processing facility.

Since restarting operations from cold-idle status, [removed: we] [added: the Company] implemented changes in the milling, flotation and tailings management processes; implemented and continue to advance an improved reagent scheme to improve mineral recovery; and implemented operational best practices.

[removed: We] [added: The Company] also [removed: believe] [added: believes] that [removed: our] [added: its] Stage I efforts enabled [removed: us] [added: it] to achieve world-class production cost levels for rare earth concentrate.

Stage II [removed: is focused on advancing our] [added: advances the Company’s] operations from the production of rare earth concentrate to the separation of individual REE.

[removed: Engineering, procurement, construction, and other recommissioning activities are underway and involve] [added: The project incorporated] upgrades and enhancements to the [removed: existing] [added: prior] facility process flow to reliably produce separated REE at a lower cost and with an expected smaller environmental footprint per unit of REO produced.

As part of Stage II, [removed: we are in] the [removed: process of reintroducing] [added: Company has reintroduced] an oxidizing roasting circuit, [removed: reorienting] [added: reoriented parts of] the plant process flow, [removed: increasing] [added: increased] product finishing capacity, [removed: improving] [added: improved] wastewater management, and [removed: making] [added: made] other improvements to materials handling and storage.

The reintroduction of the oxidizing roasting circuit [removed: also] allows subsequent stages of the production process to occur at lower temperatures, and with significantly lower volumes of materials and reagents, which supports lower operating and maintenance costs and higher uptime.

The roasting step that oxidizes the rare earth concentrate in a rotary kiln is crucial to ensuring [removed: the cost-competitiveness of Mountain Pass.][added: cost-competitiveness.]

[removed: One of the unique attributes of bastnaesite is the ability to convert the trivalent cerium in the mixed rare earth concentrate to] tetravalent cerium that has a low propensity to dissolve, enabling cerium to be separated expediently along with other insoluble gangue elements without selective extraction.

Removal of the lower-value cerium early in [removed: our] [added: the Company’s] separations process [removed: will allow] [added: allows] for [removed: up to] a [removed: 40%] [added: significant] reduction in the mass of material to be separated and finished, thus dramatically reducing the [added: energy, reagents, and wastewater required to produce the higher-value NdPr.]

Upon [removed: completion] [added: reaching run-rate production] of [added: REE in] Stage II, [removed: we expect] [added: the Company expects] to be a global low-cost, high-volume producer of NdPr oxide, which represents a majority of the value contained in [removed: our ore.][added: its concentrate.]

In February 2022, [removed: we were] [added: the Company was] awarded a $35.0 million contract by the Department of Defense’s Office of Industrial Base [removed: Policy] [added: Analysis and Sustainment Program] to design and build a facility to process [removed: heavy rare earth elements (“HREE”).][added: HREE.]

Successful completion of this project will [removed: establish] [added: establish, for] the first [added: time in many years, commercial-scale] processing and separation [removed: facility] of [removed: its kind for HREEs] [added: HREE] in support of commercial and defense applications in the United States.

In addition, as a part of its Stage III downstream expansion strategy (“Stage III”), the Company is constructing its initial rare earth metal, alloy and magnet manufacturing facility in Fort Worth, Texas (the “Fort Worth Facility”), where it anticipates manufacturing, among other products, neodymium-iron-boron (“NdFeB”) permanent magnets.

Two additional elements, yttrium and scandium, are often classified as HREE although they are not lanthanides.

The REE in the Mountain Pass ore body are contained primarily within bastnaesite and related minerals in which LREE dominate.

The Company has established a three-stage business plan to enable and scale the full rare earth supply chain.

The rare earth concentrate produced from these steps is marketed to refiners via a distribution arrangement.

Beginning in the fourth quarter of 2022, the Company began commissioning the assets required for the latter three steps of production.

Upon full commissioning of these process steps, the Company will produce separated rare earth products that will be marketed directly to end users and via distributors, with revenue generated primarily from the magnet supply chain.

Lastly, the Company has begun construction of the Fort Worth Facility to convert a portion of the REO produced at Mountain Pass into rare earth metal, alloy, and magnet products to be marketed directly to end users.

The Company has established its ability to achieve production volumes of REO approximately 3.5x greater than the highest ever production at Mountain Pass prior to the implementation and completion of Stage I.

Significant commissioning activities commenced in the fourth quarter of 2022 beginning with the concentrate drying and roasting circuits, and construction and recommissioning of several Stage II circuits was substantially complete in the fourth quarter of 2022.

The Company expects the remaining circuits of the Stage II project to be substantially complete and in commissioning in the first half of 2023.

One of the unique attributes of bastnaesite ore is the ability to convert the trivalent cerium in the mixed rare earth concentrate to

The Company is currently advancing the facilitating works, engineering and procurement for the HREE Facility, which is expected to support the separating of HREE contained in the Mountain Pass ore as well as from third-party feedstocks.

In February 2022, the Company commenced construction of its initial rare earth metal, alloy and magnet manufacturing facility in Fort Worth, Texas, completing the building shell in September 2022.

Additionally, on August 16, 2022, the U.S. government enacted the

Inflation Reduction Act of 2022 which, among other things, provides several tax incentives to promote clean energy, including tax credits on the purchase of EVs.

The Company is committed to creating employment opportunities for U.S. workers, and estimates that Stage II, once fully commissioned, will support approximately 200 full-time employees, of which approximately 75 remain to be hired as of December 31, 2022.

The health, safety, and well-being of the Company’s employees, suppliers and communities are a priority, with “Safety” being one of the Company’s six core values, along with “Empowerment,” “Entrepreneurship,” “Integrity,” “Results,” and “Unwavering.” MP Materials is committed to maintaining a strong safety culture and continuing to emphasize the importance of its employees’ role in identifying, mitigating and communicating safety risks.

To ensure the ongoing safety of employees and any contractors working on-site, the Company has a clear set of health and safety guidelines in place and routinely conducts trainings.

All newly-hired employees at Mountain Pass complete a minimum of 24 hours of Federal Mine Safety and Health Administration (“MSHA”) training during the onboarding process and must, at a minimum, complete annual refresher training.

Following their initial training, depending on their job classification, new employees complete supervised field training specific to their roles and responsibilities.

For example, all mill workers go through specific Lock Out/Tag Out/Try Out training, confined-space work and rescue, forklift classroom, and in-the-field training.

In total, the Company’s employees completed over 7,500 hours of new hire and/or annual refresher training and 1,792 hours of emergency medical response training, including first aid and CPR, in 2022, the latter of which represented an increase of over 1,000% when compared to 2021, demonstrating the Company’s prioritization of health and safety in light of Stage II.

The Company also conducted four planned emergency response drills and 24 real-world responses that included detailed post-accident review and best practice findings.

The Company utilizes a formalized digital data reporting system to track all incidents reportable to the California Occupational Health and Safety Administration and MSHA.

The Company tracks lost time injuries, recordable injuries, recordable injury rates, and near-miss reports.

MP Materials strongly encourages the reporting of near-miss incidents so that it can mitigate hazards or change procedures to improve workforce safety in advance of any actual incident.

In January 2023, the Company passed the 1,000-day milestone without a lost-time injury.

As of December 31, 2022, women represented 28% of the Company’s Board of Directors.

Additionally, as of December 31, 2022, 44% of the Company’s workforce was composed of underrepresented minorities.

To ensure the Company’s employees receive the feedback they need to grow and thrive in their careers, MP Materials continually reviews and updates its performance-management processes.

The Company ensures that new hires receive the feedback and support they need by scheduling periodic performance evaluations three to six months after their introductory periods.

Managers hold reviews with all employees no less than annually to give them an opportunity to discuss work performance.

Sustainability and Natural Resources

The Company’s business provides a key input to carbon-reducing technologies critical for the transition to a low-carbon economy.

Further, MP Materials is solving for the overconcentration of the rare earth supply today while helping to enable a more sustainable future.

Sustainability at MP Materials means much more than maintaining environmentally conscious operations; it means caring for the health, safety, and well-being of our employees; encouraging a spirit of joint ownership, entrepreneurship, and continuous growth; supporting the communities that surround us; and operating with integrity.

The Company recognizes that it has a responsibility to operate as efficiently as possible to reduce emissions.

The Company believes Mountain Pass is the world’s cleanest and most environmentally sustainable rare earth production facility.

Producing rare earth materials requires significant energy and resources, and can lead to environmental challenges if not carefully managed.

We estimate the rare earth concentrate we produced and sold in 2021 represented approximately 15% of the rare earth content consumed in the global market.

Our integrated operations at Mountain Pass combine low production costs with high environmental standards, thereby restoring American leadership to a critical industry with a strong commitment to sustainability.

Ltd. (“Shenghe”), an affiliate of Shenghe Resources Holding Co., Ltd., a leading global rare earth company that is publicly listed in China, that, in turn, typically sells that product to refiners in China.

Stage II is discussed further in the [“Our Process”](#i8ee915207ea04d95a548923ad88c977a_28) section below.

These developments are a part of our Stage III downstream expansion strategy (“Stage III”), which is discussed further in the [“Our Process”](#i8ee915207ea04d95a548923ad88c977a_28) section below.

In 2021, dry tailings processes allowed us to recycle over 1.7 billion liters of water.

We have established our ability to achieve approximately 3.5x the production volume of REO content as the prior operator of Mountain Pass using the same capital equipment.

energy, reagents, and wastewater required to produce the higher-value NdPr.

We also believe integration into magnet production will provide some protection from commodity pricing volatility, while also enhancing our business profile as the producer of a critical industrial output in addition to a producer of resources.

To meet the growth in demand for EVs, we believe automotive OEMs will redesign

Company.

The equity awards were provided in addition to competitive wages, comprehensive benefits and discretionary bonuses and incentive compensation opportunities.

The health, well-being and safety of our employees, suppliers and communities are a top priority.

We are committed to maintaining a strong safety culture and to emphasizing the importance of our employees’ role in identifying, mitigating and communicating safety risks.

The Company has established appropriate COVID-19 protocols in accordance with laws, guidance and regulations to ensure the safety of all employees and visitors of our facilities.

Based on feedback received from our corporate employees through a return-to-office survey, in June 2021, we implemented a temporary hybrid schedule for onsite and remote work for our corporate office.

At Mountain Pass, we continued staggered shift times and breaks to support appropriate distancing protocols, provided personal protective equipment across our teams, and initiated an enhanced disinfection program, which included sanitizer, cleaning supplies and electrostatic sprayers, with a focus on shared locations and equipment.

We also worked diligently with our employees to accommodate their requests to use the Families First Coronavirus Relief Act and the Family Medical Leave Act.

To encourage COVID-19 vaccination participation, the Company administered an incentive program for successful completion of a vaccination regimen.

One example is partnering with local veterans’ organizations for collaboration on presenting career opportunities and demonstrating support from the Company.

For 2021, we revamped our performance management evaluation process to align more closely with our mission.

Currently, we sell the vast majority of our rare earth concentrate to Shenghe under the terms of the A&R Offtake Agreement.

The A&R Offtake Agreement will terminate by the end of the first quarter of 2022.

In February 2022, we entered into a term sheet with Shenghe which provides that once our A&R Offtake Agreement expires, we will continue to sell and Shenghe will continue to purchase our rare earth concentrate

under an offtake arrangement.

We are currently negotiating the terms of a definitive long-term supply agreement with GM, which will include all of the necessary terms and conditions.

These requirements have had, and will continue to have, a significant effect on our results of operations, earnings and competitive position.

In addition, we plan to invest significant capital to maintain and upgrade certain infrastructure to ensure we operate in a safe and environmentally sustainable manner.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

[removed: ][added: ]

Las Vegas, Nevada [removed: 89119][added: 89135]

As of June 30, [removed: 2021,] [added: 2022,] the aggregate market value of the voting common stock held by non-affiliates of the registrant was approximately $3.4 billion.

Such aggregate market value was computed by reference to the closing price of the common stock as reported on the New York Stock Exchange on June 30, [removed: 2021.][added: 2022.]

As of February 17, [removed: 2022,] [added: 2023,] the number of shares of the registrant’s common stock outstanding was [removed: 177,524,993.][added: 177,617,795.]

Portions of the registrant’s definitive [removed: 2022] [added: 2023] proxy statement, anticipated to be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year, are incorporated by reference into Part III of this Form 10-K.

| [Item 1. [removed: Business](#i8ee915207ea04d95a548923ad88c977a_16)] [added: Business](#i19308d1ceae24740b4c66aca7816bb0b_16)] | | | [removed: [1](#i8ee915207ea04d95a548923ad88c977a_16)] [added: [1](#i19308d1ceae24740b4c66aca7816bb0b_16)] | | |

| [Item 1A. Risk [removed: Factors](#i8ee915207ea04d95a548923ad88c977a_70)] [added: Factors](#i19308d1ceae24740b4c66aca7816bb0b_61)] | | | [removed: [8](#i8ee915207ea04d95a548923ad88c977a_70)] [added: [9](#i19308d1ceae24740b4c66aca7816bb0b_61)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#i8ee915207ea04d95a548923ad88c977a_73)] [added: Comments](#i19308d1ceae24740b4c66aca7816bb0b_64)] | | | [removed: [24](#i8ee915207ea04d95a548923ad88c977a_73)] [added: [24](#i19308d1ceae24740b4c66aca7816bb0b_64)] | | |

| [Item 2. [removed: Properties](#i8ee915207ea04d95a548923ad88c977a_40)] [added: Properties](#i19308d1ceae24740b4c66aca7816bb0b_67)] | | | [removed: [24](#i8ee915207ea04d95a548923ad88c977a_40)] [added: [25](#i19308d1ceae24740b4c66aca7816bb0b_67)] | | |

| [Item 3. Legal [removed: Proceedings](#i8ee915207ea04d95a548923ad88c977a_79)] [added: Proceedings](#i19308d1ceae24740b4c66aca7816bb0b_79)] | | | [removed: [31](#i8ee915207ea04d95a548923ad88c977a_79)] [added: [32](#i19308d1ceae24740b4c66aca7816bb0b_79)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#i8ee915207ea04d95a548923ad88c977a_82)] [added: Disclosures](#i19308d1ceae24740b4c66aca7816bb0b_82)] | | | [removed: [31](#i8ee915207ea04d95a548923ad88c977a_82)] [added: [32](#i19308d1ceae24740b4c66aca7816bb0b_82)] | | |

| [Item 5. Market for [removed: Registrant](#i8ee915207ea04d95a548923ad88c977a_88)[’](#i8ee915207ea04d95a548923ad88c977a_94)[s] [added: Registrant](#i19308d1ceae24740b4c66aca7816bb0b_88)[’](#i19308d1ceae24740b4c66aca7816bb0b_94)[s] Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i8ee915207ea04d95a548923ad88c977a_88)] [added: Securities](#i19308d1ceae24740b4c66aca7816bb0b_88)] | | | [removed: [31](#i8ee915207ea04d95a548923ad88c977a_88)] [added: [32](#i19308d1ceae24740b4c66aca7816bb0b_88)] | | |

| [Item 6. [removed: \[Reserved\]](#i8ee915207ea04d95a548923ad88c977a_91)] [added: \[Reserved\]](#i19308d1ceae24740b4c66aca7816bb0b_91)] | | | [removed: [32](#i8ee915207ea04d95a548923ad88c977a_91)] [added: [33](#i19308d1ceae24740b4c66aca7816bb0b_91)] | | |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i8ee915207ea04d95a548923ad88c977a_94)] [added: Operations](#i19308d1ceae24740b4c66aca7816bb0b_94)] | | | [removed: [33](#i8ee915207ea04d95a548923ad88c977a_94)] [added: [34](#i19308d1ceae24740b4c66aca7816bb0b_94)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#i8ee915207ea04d95a548923ad88c977a_139)] [added: Risk](#i19308d1ceae24740b4c66aca7816bb0b_127)] | | | [removed: [49](#i8ee915207ea04d95a548923ad88c977a_139)] [added: [48](#i19308d1ceae24740b4c66aca7816bb0b_127)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#i8ee915207ea04d95a548923ad88c977a_142)] [added: Data](#i19308d1ceae24740b4c66aca7816bb0b_130)] | | | [removed: [51](#i8ee915207ea04d95a548923ad88c977a_142)] [added: [50](#i19308d1ceae24740b4c66aca7816bb0b_130)] | | |

| [Item 9. Changes in and [removed: Disagreements](#i8ee915207ea04d95a548923ad88c977a_232) [w](#i8ee915207ea04d95a548923ad88c977a_232)[ith] [added: Disagreements with] Accountants on Accounting and Financial [removed: Disclosure](#i8ee915207ea04d95a548923ad88c977a_232)] [added: Disclosure](#i19308d1ceae24740b4c66aca7816bb0b_214)] | | | [removed: [87](#i8ee915207ea04d95a548923ad88c977a_232)] [added: [84](#i19308d1ceae24740b4c66aca7816bb0b_214)] | | |

| [Item 9A. Controls and [removed: Procedures](#i8ee915207ea04d95a548923ad88c977a_235)] [added: Procedures](#i19308d1ceae24740b4c66aca7816bb0b_217)] | | | [removed: [87](#i8ee915207ea04d95a548923ad88c977a_235)] [added: [84](#i19308d1ceae24740b4c66aca7816bb0b_217)] | | |

| [Item 9B. Other [removed: Information](#i8ee915207ea04d95a548923ad88c977a_238)] [added: Information](#i19308d1ceae24740b4c66aca7816bb0b_220)] | | | [removed: [87](#i8ee915207ea04d95a548923ad88c977a_238)] [added: [84](#i19308d1ceae24740b4c66aca7816bb0b_220)] | | |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent [removed: Inspections](#i8ee915207ea04d95a548923ad88c977a_747)] [added: Inspections](#i19308d1ceae24740b4c66aca7816bb0b_223)] | | | [removed: [87](#i8ee915207ea04d95a548923ad88c977a_747)] [added: [84](#i19308d1ceae24740b4c66aca7816bb0b_223)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i8ee915207ea04d95a548923ad88c977a_244)] [added: Governance](#i19308d1ceae24740b4c66aca7816bb0b_229)] | | | [removed: [88](#i8ee915207ea04d95a548923ad88c977a_244)] [added: [85](#i19308d1ceae24740b4c66aca7816bb0b_229)] | | |

| [Item 11. Executive [removed: Compensation](#i8ee915207ea04d95a548923ad88c977a_247)] [added: Compensation](#i19308d1ceae24740b4c66aca7816bb0b_232)] | | | [removed: [88](#i8ee915207ea04d95a548923ad88c977a_247)] [added: [85](#i19308d1ceae24740b4c66aca7816bb0b_232)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i8ee915207ea04d95a548923ad88c977a_250)] [added: Matters](#i19308d1ceae24740b4c66aca7816bb0b_235)] | | | [removed: [88](#i8ee915207ea04d95a548923ad88c977a_250)] [added: [85](#i19308d1ceae24740b4c66aca7816bb0b_235)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i8ee915207ea04d95a548923ad88c977a_253)] [added: Independence](#i19308d1ceae24740b4c66aca7816bb0b_238)] | | | [removed: [88](#i8ee915207ea04d95a548923ad88c977a_253)] [added: [85](#i19308d1ceae24740b4c66aca7816bb0b_238)] | | |

| [Item 14. Principal Accountant Fees and [removed: Services](#i8ee915207ea04d95a548923ad88c977a_256)] [added: Services](#i19308d1ceae24740b4c66aca7816bb0b_241)] | | | [removed: [88](#i8ee915207ea04d95a548923ad88c977a_256)] [added: [85](#i19308d1ceae24740b4c66aca7816bb0b_241)] | | |

| [Item 15. Exhibit and Financial Statement [removed: Schedules](#i8ee915207ea04d95a548923ad88c977a_262)] [added: Schedules](#i19308d1ceae24740b4c66aca7816bb0b_247)] | | | [removed: [88](#i8ee915207ea04d95a548923ad88c977a_262)] [added: [85](#i19308d1ceae24740b4c66aca7816bb0b_247)] | | |

| [Item 16. Form 10-K [removed: Summary](#i8ee915207ea04d95a548923ad88c977a_265)] [added: Summary](#i19308d1ceae24740b4c66aca7816bb0b_250)] | | | [removed: [90](#i8ee915207ea04d95a548923ad88c977a_265)] [added: [87](#i19308d1ceae24740b4c66aca7816bb0b_250)] | | |

Certain statements included in this Annual Report on Form 10-K for the year ended December 31, [removed: 2021] [added: 2022] (this “Annual Report”), that are not historical facts are forward-looking statements under Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities [removed: and] Exchange Act of 1934, as amended.

- the intense competition within the rare earth mining and processing [removed: industry;][added: industry and rare earth product manufacturing;]

- risks associated with our intellectual property rights, including uncertainties related to [removed: the Company’s] [added: our] ability to obtain the intellectual property rights or licenses of intellectual property rights to produce [removed: NdFeB] [added: rare earth metal,] alloy and [removed: magnets;][added: magnet products;]

- the ability to convert current commercial discussions with customers for the sale of rare earth oxide [removed: products, NdFeB] [added: products and rare earth metal,] alloy and [removed: magnets] [added: magnet products] into contracts;

- uncertainties relating to the COVID-19 [removed: pandemic, including the Delta and Omicron variants or other variants;][added: pandemic;]

- potential power shortages [added: and interruptions] at Mountain Pass;

Risk [removed: Factors”](#i8ee915207ea04d95a548923ad88c977a_70)] [added: Factors”](#i19308d1ceae24740b4c66aca7816bb0b_61)] of this Annual Report.

Risk [removed: Factors.”](#i8ee915207ea04d95a548923ad88c977a_70)] [added: Factors.”](#i19308d1ceae24740b4c66aca7816bb0b_61)] The risks described within [“Part I, Item 1A.

Risk [removed: Factors”](#i8ee915207ea04d95a548923ad88c977a_70)] [added: Factors”](#i19308d1ceae24740b4c66aca7816bb0b_61)] of this Annual Report are not exhaustive.

1700 S.

Pavilion Center Drive, 8th Floor

(Address of principal executive offices and zip code)

(Registrant’s telephone number, including area code)

| [PART I](#i19308d1ceae24740b4c66aca7816bb0b_13) | | | | | |

| [PART II](#i19308d1ceae24740b4c66aca7816bb0b_85) | | | | | |

| [PART III](#i19308d1ceae24740b4c66aca7816bb0b_226) | | | | | |

| [PART IV](#i19308d1ceae24740b4c66aca7816bb0b_244) | | | | | |

| [Signatures](#i19308d1ceae24740b4c66aca7816bb0b_256) | | | [88](#i19308d1ceae24740b4c66aca7816bb0b_256) | | |

- uncertainties related to our ability to produce and supply rare earth oxide, metal, alloy and magnet products;

6720 Via Austi Parkway, Suite 450

| [PART I](#i8ee915207ea04d95a548923ad88c977a_13) | | | | | |

| [PART II](#i8ee915207ea04d95a548923ad88c977a_85) | | | | | |

| [PART III](#i8ee915207ea04d95a548923ad88c977a_241) | | | | | |

| [PART IV](#i8ee915207ea04d95a548923ad88c977a_259) | | | | | |

| [Signatures](#i8ee915207ea04d95a548923ad88c977a_271) | | | [91](#i8ee915207ea04d95a548923ad88c977a_271) | | |

- uncertainties related to the Company’s ability to produce and supply NdFeB alloy and magnets;

- uncertainties related to the Company entering into a definitive long-term supply agreement with General Motors Company that includes all necessary terms and conditions, which may or may not occur;

[removed: We own] [added: The Company owns] and [removed: operate] [added: operates] the Mountain Pass Rare Earth Mine and Processing Facility (previously defined as “Mountain Pass”), which is located on 2,222 fee simple acres of land, approximately 50 miles southwest of Las Vegas, Nevada near Mountain Pass, San Bernardino County, California at geographic coordinates 35°28’56”N latitude and 115°31’54”W longitude.

Mountain Pass includes an open-pit mine in the production stage, infrastructure supporting mining and processing operations, overburden and ore stockpiles, a crusher and mill/flotation plant, separation plants, product finishing facilities, tailings processing and storage facilities, [added: a water treatment plant, a chlor-alkali facility,] and on-site evaporation ponds, as well as laboratory facilities to support product analysis and research and development activities, offices, maintenance shops, warehouses and support buildings.

The majority of [removed: our] [added: the Company’s] facilities and infrastructure currently used to produce a rare earth concentrate were [removed: built] [added: completed] between 2012 and 2015, [removed: are] [added: is] in good operating condition, and benefits from routine maintenance.

[removed: Modification and recommissioning] [added: Recommissioning] activities are currently underway on certain [added: previously] idle facilities and infrastructure that [removed: we expect] [added: the Company expects] to use to separate [removed: our] [added: its] rare earth concentrate into other products, including NdPr [removed: oxide.][added: oxide, with recommissioning activities completed for certain of the assets.]

The carrying amount of the property, plant and equipment used in the operation of Mountain Pass was approximately [removed: $196] [added: $443] million as of December 31, [removed: 2021.][added: 2022.]

Water at Mountain Pass is supplied through active water wells, pit [removed: de-watering,] [added: dewatering,] and process water recovery.

[removed: Our] [added: MP Materials’] facilities at Mountain Pass are [removed: currently] powered by a natural gas-powered CHP plant, which was installed at Mountain Pass to produce electricity and steam and to minimize or eliminate reliance on the regional electric power grid.

[removed: We] [added: The Company] also [removed: own] [added: owns] mining and mill site claims over a further 15,000 acres of adjacent land.

In addition, [removed: we hold] [added: MP Materials holds] 525 unpatented lode and mineral mining claims and mill sites [added: under the provisions of The Mining Law of 1872.]

[removed: ][added: ]

In July 2017, [removed: we] [added: the Company] acquired Mountain Pass from the Molycorp estate.

[removed: We hold] [added: The Company holds] the necessary permits to operate Mountain Pass, including conditional use and minor use permits from San Bernardino County, California, and an associated environmental impact report, all of which were issued in 2004, which currently allow continued operation of Mountain Pass through 2042, though [removed: we expect] [added: the Company expects] to extend such permits to allow for continued operation through at least 2056.

Since restarting operations at the facility in the fourth quarter of 2017, [removed: our] [added: the Company’s] activities have focused on the milling and flotation processes, leading to production of a bastnaesite concentrate, rich in REE, with [removed: our] [added: the] first concentrate sales in the first quarter of 2018.

The bastnaesite ore body at Mountain Pass has been mined as a principal source of REE [removed: over] [added: for] a period of over 60 years.

The percentage of each rare earth material contained in typical Mountain Pass [added: bastnaesite concentrate is estimated to be as follows:]

(1)See the [removed: [“](#i8ee915207ea04d95a548923ad88c977a_43)[Rare] [added: [“Rare] Earth Resources and [removed: Reserves](#i8ee915207ea04d95a548923ad88c977a_43)[”](#i8ee915207ea04d95a548923ad88c977a_43)] [added: Reserves”](#i19308d1ceae24740b4c66aca7816bb0b_76)] section below for definition.

[removed: In February 2022, we closed on the purchase of] [added: The Company owns] approximately 18 acres of land in Fort Worth, Texas, on which [removed: we are] [added: it is] building a metal, alloy, and magnet manufacturing [removed: and recycling] facility as a part of [removed: our] [added: its] Stage III strategy.

[removed: We currently] [added: The] lease [removed: our] [added: for the Company’s former] corporate office space at 6720 Via Austi Parkway, Suites 450 and 430, Las Vegas, Nevada 89119, [removed: which lease expires] [added: expired] on December 31, 2022.

Mineral resources and mineral reserves were estimated by SRK Consulting (U.S.) Inc. (“SRK”) [removed: for inclusion in this Annual Report.][added: pursuant to the requirements of Regulation S-K Subpart 1300 (“S-K 1300”).]

[removed: Pursuant to the requirements of Regulation S-K Subpart 1300 (“S-K 1300”),] SRK prepared a pre-feasibility level Technical Report Summary [removed: (“TRS”)] for Mountain Pass with an effective date of September 30, 2021 [added: (the “2021 TRS”)] (refer to [removed: [Exhibit](https://www.sec.gov/Archives/edgar/data/1801368/000180136822000010/d215279dex961.htm) [96.1](https://www.sec.gov/Archives/edgar/data/1801368/000180136822000010/d215279dex961.htm)] [added: [Exhibit 96.1](https://www.sec.gov/Archives/edgar/data/1801368/000180136822000010/d215279dex961.htm)] to this Annual Report).

The mineral [removed: resource] [added: resources] and mineral [removed: reserve] [added: reserves] estimated in [removed: that] [added: the 2021] TRS were subsequently depleted by SRK to present an estimate of [removed: our] [added: the Company’s] resources and reserves as of December 31, [added: 2021, as disclosed in the Company’s annual report on Form 10-K for the year ended December 31,] 2021.

The [added: further] depletion removed by SRK [added: in this Annual Report] represents resources and reserves that were extracted from the Mountain Pass open pit from [removed: October] [added: January] 1, [removed: 2021,] [added: 2022,] through December 31, [removed: 2021.][added: 2022.]

A number of internal controls have been applied over the history of the Mountain Pass deposit to demonstrate the consistency and reliability of [removed: the historic] [added: historical] analytical data supporting mineral resource estimation.

Almost all data supporting the mineral resource [removed: estimation] has been generated by [removed: some] [added: an] iteration of a site-based laboratory at the Mountain Pass mine.

The [added: quality analytical] database is also supported by a [removed: very] limited amount of blind [removed: QA/QC] [added: quality control samples] inserted during a re-assay program, including site-specific standards of known TREO [removed: content, a variety of duplicate samples, and blank samples.]

The implementation and results of these various QA/QC programs have not been fully aligned with current industry standards and are not [removed: comprehensive,] [added: comprehensive] but are [removed: suitable] [added: considered satisfactory] for use in mineral resource estimation.

Estimates have been validated to the input data using [removed: global] statistical and visual comparisons, localized swath plot comparisons of mean grades, and review of the limited [added: mine production] reconciliation data to the model.

In general, estimates [added: of grade quality] are shown to align closely with the input exploration data, but have been demonstrated to be under-reporting relative to the grade control drilling.

SRK has [removed: dealt with] [added: categorized] uncertainty and risk at Mountain Pass by classifying the contained [added: mineral] resource by varying degrees of confidence in the estimate.

The mineral resources at the Mountain Pass deposit have been classified in accordance with S-K [removed: 1300.][added: 1300 definitions.]

The classification parameters are defined by the distance to [removed: composite] [added: composited] data, the number of drillholes used to inform [added: estimated] block grades and a geostatistical indicator of relative estimation quality (kriging efficiency).

As an overall modifier to classification, SRK considered the [removed: limited] results from the QA/QC noted above and the observed variability in [added: production] reconciliation in the mineral resource classification as well, both of which preclude [removed: statement] [added: the assignment] of measured [removed: resources.][added: resources, as defined by the SEC.]

[removed: A] [added: An economic] cut-off grade (“COG”) of 2.28% TREO has been developed to ensure that material reported as a mineral resource can satisfy the definition of [added: having] reasonable [removed: potential] [added: prospects] for [removed: eventual] economic extraction [removed: (“RPEEE”).][added: (“RPEE”) as required for SEC definition.]

For mineral resources, a revenue factor of 1.0 is selected which corresponds to a break-even pit [removed: shell.][added: shell volume.]

SRK notes that the pit selected for mineral resources has been influenced by setbacks relative to critical infrastructure such as the tailing storage and the [removed: REO] mill and flotation [removed: facility.][added: facilities.]

A [removed: detailed] description of the methodology used to calculate mineral resources is provided in [removed: [Exhibit](https://www.sec.gov/Archives/edgar/data/1801368/000180136822000010/d215279dex961.htm) [96.1](https://www.sec.gov/Archives/edgar/data/1801368/000180136822000010/d215279dex961.htm)] [added: [Exhibit 96.1](https://www.sec.gov/Archives/edgar/data/1801368/000180136822000010/d215279dex961.htm)] to this Annual Report.

Forecast economic parameters are based on [removed: current] [added: historical] cost performance for process, transportation, and administrative costs, as well as a first principles estimation of future mining costs.

Reserves within the new ultimate pit are sequenced for the [removed: full 35-year] [added: remaining 34-year] LoM.

Processing and [added: selling,] general and administrative [removed: (“G&A”)] [added: (“SG&A”)] costs used for pit optimization were based on [removed: recent] [added: historical] actual costs.

A [removed: detailed] description of the methodology used to calculate mineral reserves is provided in [removed: [Exhibit](https://www.sec.gov/Archives/edgar/data/1801368/000180136822000010/d215279dex961.htm) [96.1](https://www.sec.gov/Archives/edgar/data/1801368/000180136822000010/d215279dex961.htm)] [added: [Exhibit 96.1](https://www.sec.gov/Archives/edgar/data/1801368/000180136822000010/d215279dex961.htm)] to this Annual Report.

Fort Worth Facility

The Company has a lease for corporate office space at 1700 S.

Pavilion Center Drive, 8th Floor, Las Vegas, Nevada 89135.

All material assumptions and information pertaining to the disclosure of the Company’s mineral resources and mineral reserves, including material assumptions relating to all modifying factors, price estimates, and scientific and technical information, and as described in the 2021 TRS, remain current as of December 31, 2022.

We therefore refer to the 2021 TRS given that it remains current in all material respects.

content, a variety of duplicate samples, and blank samples.

| Total Inferred | | | | | | | | | 8.90 | | | 5.13 | | | 1.67 | | | 2.56 | | | 0.22 | | | 0.62 | | | 0.05 | | |

The following table is provided to show the change in mineral resources from December 31, 2021, to December 31, 2022:

| Description | | | Estimate Date | | | Million Short Tons (dry) | | | TREO | | | La2O3 | | | CeO2 | | | Pr6O11 | | | Nd2O3 | | | Sm2O3 | | |

| (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | | | | | | | | | |

| Measured and Indicated Mineral Resources | | | December 31, 2022 | | | 1.43 | | | 2.83 | | | 0.92 | | | 1.41 | | | 0.12 | | | 0.34 | | | 0.03 | | |

| Measured and Indicated Mineral Resources | | | December 31, 2021 | | | 1.43 | | | 2.83 | | | 0.92 | | | 1.41 | | | 0.12 | | | 0.34 | | | 0.03 | | |

| Difference | | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | |

| % Difference | | | | | | — | | % | — | | % | — | | % | — | | % | — | | % | — | | % | — | | % |

| Inferred Mineral Resources | | | December 31, 2022 | | | 8.90 | | | 5.13 | | | 1.67 | | | 2.56 | | | 0.22 | | | 0.62 | | | 0.04 | | |

| Difference | | | | | | (0.18) | | | 0.03 | | | 0.01 | | | 0.02 | | | 0.00 | | | 0.00 | | | (0.01) | | |

| % Difference | | | | | | (2.0) | | % | 0.7 | | % | 0.6 | | % | 0.9 | | % | (1.2) | | % | 0.4 | | % | (9.4) | | % |

There is no change to the Measured and Indicated resources because they are exclusive of reserves and are located outside of the reserves pit.

The reason for the difference between the two estimates of Inferred resources (a portion of which is inside the reserves pit) is due to Inferred resources that were mined and processed during 2022.

It is noted that mineral resource depletion due to mining and processing during 2022 was partially offset by additional above cut-off grade material that was identified by closely spaced blasthole sampling.

This above cut-off grade material was not included in the previous resource estimate because the material had not been identified by the wider spaced resource drilling that informed the resource block model utilized for the 2021 TRS.

| Proven | | | Current Stockpiles | | | 0.34 | | | 7.40 | | | 8.40 | | | 0.03 | | |

| Proven Totals | | | 0.34 | | | 7.40 | | | 8.40 | | | 0.03 | | | | | |

| In situ | | | 28.96 | | | 6.31 | | | 6.67 | | | 1.93 | | | | | |

| Probable Totals | | | 28.96 | | | 6.31 | | | 6.67 | | | 1.93 | | | | | |

| Proven + Probable | | | Current Stockpiles | | | 0.34 | | | 7.40 | | | 8.40 | | | 0.03 | | |

| In situ | | | 28.96 | | | 6.31 | | | 6.67 | | | 1.93 | | | | | |

| Proven + Probable Totals | | | 29.30 | | | 6.32 | | | 6.69 | | | 1.96 | | | | | |

| Proven + Probable Reserves | | | December 31, 2022 | | | 29.30 | | | 6.32 | | | 6.69 | | | 1.98 | | |

| Difference | | | | | | (0.83) | | | (0.02) | | | (0.03) | | | (0.04) | | |

| % Difference | | | | | | (2.8)% | | | (0.3)% | | | (0.4)% | | | (1.7)% | | |

The reason for the differences between the two estimates is due to reserves that were mined and processed during 2022.

It is noted that reserves depletion due to mining and processing during 2022 was partially offset by additional above cut-off grade material that was identified by closely spaced blasthole sampling.

This above cut-off grade material was not included in the previous reserves estimate because the material had not been identified by the wider spaced resource drilling that informed the resource block model utilized for the 2021 TRS.

under the provisions of The Mining Law of 1872.

bastnaesite concentrate is estimated to be as follows:

Texas Land

In December 2021, we entered into a lease agreement for executive office space at 1700 S.

Pavilion Center Drive, Las Vegas, Nevada 89135, which is estimated to commence on January 1, 2023, at which time, we will no longer lease the current office space.

The Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (“Prior Year Form 10-K”), did not include a year-end mineral resource estimate.

Rather, the resources stated in the Prior Year Form 10-K were estimated as of July 1, 2020, and were inclusive of mineral reserves.

Accordingly, it is not practicable to present a meaningful year-over-year comparison of mineral resources pursuant to Item 1304(e) of S-K 1300.

| Proven | | | Current Stockpiles | | | 0.05 | | | 9.45 | | | 10.88 | | | 0.01 | | |

| Proven Totals | | | 0.05 | | | 9.45 | | | 10.88 | | | 0.01 | | | | | |

| In situ | | | 30.08 | | | 6.33 | | | 6.71 | | | 2.02 | | | | | |

| Probable Totals | | | 30.08 | | | 6.33 | | | 6.71 | | | 2.02 | | | | | |

| Proven + Probable | | | Current Stockpiles | | | 0.05 | | | 9.45 | | | 10.88 | | | 0.01 | | |

| In situ | | | 30.08 | | | 6.33 | | | 6.71 | | | 2.02 | | | | | |

| Proven + Probable Totals | | | 30.13 | | | 6.34 | | | 6.72 | | | 2.02 | | | | | |

The Company’s Prior Year Form 10-K did not include a year-end mineral reserve estimate.

The reserves stated in the Prior Year Form 10-K were estimated as of July 1, 2020.

Accordingly, it is not practicable to present a year-over-year comparison of mineral reserves pursuant Item 1304(e) of S-K 1300.

| Proven + Probable Reserves | | | July 1, 2020 | | | 21.14 | | | 7.06 | | | 7.67 | | | 1.62 | | |

| Difference | | | | | | 8.99 | | | \-0.72 | | | | | | 0.40 | | |

| % Difference | | | | | | 43% | | | (10)% | | | | | | 25% | | |

Reasons for the differences between the two estimates include: additional resource and geotechnical drilling, revised and updated geological block model, revised methodology for applying mining dilution, revised pit slope angles, updated product prices, updated processing recovery assumptions, updated operating costs, and updated cut-off grade.

Product prices, processing recovery, operating costs and cut-off grade were adjusted to reflect on-site rare earth separations, construction of which is expected to be complete by year-end 2022.

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in [Exhibit [removed: 95.1](https://www.sec.gov/Archives/edgar/data/1801368/000180136822000010/mpmcexhibit951123121.htm)] [added: 95.1](https://www.sec.gov/Archives/edgar/data/1801368/000180136823000009/mpmcexhibit951123122.htm)] to this Annual Report.

[removed: Our] [added: The Company’s] common stock is currently quoted on the NYSE under the [removed: symbols] [added: symbol] “MP”.

According to Continental Stock Transfer & Trust Company, [removed: our] [added: the Company’s] transfer agent, there [removed: was 155] [added: were 129] active holders of record of [removed: our] [added: the Company’s] common stock as of February [removed: 17, 2022.][added: 15, 2023.]

The payment of any cash dividends will be within the discretion of [removed: our] [added: the Company’s] Board of Directors at such time.

In addition, the Company is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future as it is currently expected that available cash resources will be utilized in connection with our ongoing operations and development projects, including [added: for the completion of our] Stage II [added: project, HREE Facility at Mountain Pass,] and [removed: Stage III.][added: Fort Worth Facility.]

[removed: We] [added: The Company] did not have any sales of unregistered equity securities during the three months ended December 31, [removed: 2021.][added: 2022.]

During the three months ended December 31, [removed: 2021,] [added: 2022,] neither [removed: we] [added: the Company] nor any of [removed: our] [added: its] affiliates repurchased shares of [removed: our] [added: the Company’s] common stock registered under Section 12 of the Exchange Act.

The following graph compares the cumulative total stockholder return for the Company’s common stock to the cumulative total returns for the Russell 2000 [added: Index, S&P MidCap 400] Index and a peer group.

[removed: ][added: ]

Copyright © [removed: 2022] [added: 2023] Russell Investment Group.

| MP Materials Corp. | | | $ | 100.00 | | | | | $ | 213.19 | | | | | $ | [removed: 238.24 | | | | | $ | 244.27 | | | | | $ | 213.59] [added: 300.99] | | | | | $ | [removed: 300.99] [added: 160.90] | |

| Russell 2000 Index | | | $ | 100.00 | | | | | $ | 128.68 | | | | | $ | [removed: 145.02 | | | | | $ | 151.24 | | | | | $ | 144.65] [added: 147.75] | | | | | $ | [removed: 147.75] [added: 117.55] | |

| Peer Group | | | $ | 100.00 | | | | | $ | 112.07 | | | | | $ | [removed: 133.00 | | | | | $ | 142.46 | | | | | $ | 153.09] [added: 170.93] | | | | | $ | [removed: 170.93] [added: 180.34] | |

The peer group consists of the following companies: Albemarle Corporation, Westlake Chemical Corporation, CF Industries Holdings, Inc., Reliance Steel & Aluminum Co., The Mosaic Company, Steel Dynamics, Inc., Axalta Coating Systems Ltd., Ashland Global Holdings Inc., Quaker Chemical Corporation, Cleveland-Cliffs Inc., Alcoa Corporation, Commercial Metals Company, Cabot Corporation and Compass Minerals International, Inc. The total cumulative return calculations are for the period commencing November 18, 2020, for investments in stock, or October 31, 2020, for investments in index, and ending December 31, 2022, and include the reinvestment of dividends.

Copyright © 2023 Standard & Poor’s, a division of S&P Global.

| | | | 11/18/20 | | | | | | 12/31/20 | | | | | | 12/31/21 | | | | | | 12/31/22 | | |

| S&P MidCap 400 Index | | | $ | 100.00 | | | | | $ | 121.73 | | | | | $ | 151.87 | | | | | $ | 132.03 | |

The total cumulative return calculations are for the period commencing November 18, 2020, for investments in stock, or October 31, 2020, for investments in index, and ending December 31, 2021, and include the reinvestment of dividends.

| | | | 11/18/20 | | | | | | 12/31/20 | | | | | | 03/31/21 | | | | | | 06/30/21 | | | | | | 09/30/21 | | | | | | 12/31/21 | | |

We have audited the accompanying consolidated balance sheets of MP Materials Corp. and subsidiaries (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, [added: comprehensive income (loss),] changes in stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

[removed: *Related] [added: *Identification and disclosure of related] party transactions with Shenghe*

As discussed in Notes [removed: 4] [added: 3] and 18 to the consolidated financial statements, the Company has entered into a [removed: set] [added: series] of commercial agreements with Shenghe Resources (Singapore) International Trading Pte.

Ltd [removed: (“Shenghe”).][added: (Shenghe), a related party.]

Under the agreements, Shenghe purchases [removed: the] rare earth products produced by the Company at specified prices.

We identified the [removed: assessment] [added: identification and disclosure] of the related party transactions [removed: (transactions)] with Shenghe as a critical audit matter.

Subjective auditor judgment was required in assessing the sufficiency of the procedures performed to determine [added: whether all] such transactions were [removed: identified, accounted for,] [added: identified] and disclosed properly by the Company.

We applied auditor judgment to determine the nature and extent of procedures to be performed [removed: over] [added: to identify] transactions with Shenghe.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the [removed: identification, accounting,] [added: identification] and disclosure of [removed: the] transactions with Shenghe.

We evaluated the [removed: identification, accounting,] [added: identification] and disclosure of transactions with Shenghe by:

- obtaining and analyzing underlying documentation for a sample of sales transactions [added: and comparing it to the contractual agreements with Shenghe]

- reading the [removed: underlying] [added: contractual] agreements with Shenghe and comparing the [removed: disclosed] terms to the [added: disclosures in the] Company’s [removed: public filings][added: consolidated financial statements.]

- inquiring of management of the Company and the Audit Committee of the Board of Directors regarding [added: (i)] the Shenghe relationship and [added: (ii)] transactions [added: between the Company and Shenghe]

- reading the minutes from meetings of the Board of Directors [removed: regarding the Shenghe relationship and transactions.]

We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed over the transactions with [removed: Shenghe.][added: Shenghe, including the appropriateness of such evidence.]

| (in thousands, except share and per share data) | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |

| Cash and cash equivalents | | | $ | [added: 136,627 | | | | | $ |] 1,179,297 | | | | | $ | 519,652 | |

| Accounts receivable (including related [removed: party), net of allowance for credit losses of $0 and $0, respectively] [added: party)] | | | [removed: 51,009] [added: 32,856] | | | | | | [removed: 3,589] [added: 51,009] | | |

| Inventories | | | [removed: 38,692] [added: 57,554] | | | | | | [removed: 32,272] [added: 38,692] | | |

| Prepaid expenses and other current assets | | | [removed: 7,809] [added: 18,872] | | | | | | [removed: 5,534] [added: 7,809] | | |

| Total current assets | | | [removed: 1,276,807] [added: 1,293,828] | | | | | | [removed: 561,047] [added: 1,276,807] | | |

| Restricted [removed: cash] [added: cash, non-current] | | | [added: 595 | | | | | |] 516 | | | | | | 9,100 | | |

| Property, plant and equipment, net | | | [removed: 610,612] [added: 935,743] | | | | | | [removed: 501,974] [added: 610,612] | | |

| Finance [removed: lease] right-of-use assets [added: obtained in exchange for lease liabilities] | | | [removed: 758] [added: $] | [added: 42] | | | | | [removed: 1,028] [added: $] | [added: 88] | | [added: | | | $ | 724 | |]

| Other non-current assets | | | [removed: 973] [added: 2,472] | | | | | | [removed: 1,139] [added: 2,247] | | |

| Total non-current assets | | | [removed: 612,859] [added: 943,959] | | | | | | [removed: 513,241] [added: 612,859] | | |

| Total assets | | | $ | [removed: 1,889,666] [added: 2,237,787] | | | | | $ | [removed: 1,074,288] [added: 1,889,666] | |

| Accounts [removed: payable] [added: payable, construction payables] and accrued liabilities | | | $ | [removed: 35,734] [added: 72,265] | | | | | $ | [removed: 16,159] [added: 35,734] | |

| Income taxes payable | | | [removed: 3,463] [added: 21,163] | | | | | | [removed: —] [added: 3,463] | | |

| Current installments of long-term [removed: debt] [added: debt—related party] | | | — | | | | | | [removed: 2,403] [added: 16,082] | | |

| [added: Less:] Current installments of long-term [removed: debt—related] [added: debt to related] party | | | [removed: 16,082] [added: —] | | | | | | [removed: 22,070] [added: (16,082)] | | |

| Other current liabilities | | | [removed: 4,010] [added: 4,053] | | | | | | [removed: 2,163] [added: 4,264] | | |

| Total current liabilities | | | [removed: 59,543] [added: 97,481] | | | | | | [removed: 43,061] [added: 59,543] | | |

| Asset retirement obligations | | | [removed: 17,615] [added: 5,295] | | | | | | [removed: 25,570] [added: 17,615] | | |

| Environmental obligations | | | [removed: 16,598] [added: 16,580] | | | | | | [removed: 16,602] [added: 16,598] | | |

| Long-term debt, net of current portion | | | [removed: 674,927] [added: 678,444] | | | | | | [removed: 961] [added: 674,927] | | |

| Long-term [removed: debt—related] [added: debt to related] party, net of current portion | | | [removed: —] [added: $] | [added: —] | | | | | [removed: 44,380] [added: $] | [added: —] | |

- confirming transactions and contractual agreements with Shenghe as of and for the year ended December 31, 2022 and comparing the responses to the Company’s consolidated financial statements

February 28, 2023

| Short-term investments | | | 1,045,718 | | | | | | — | | |

| Total cash, cash equivalents and short-term investments | | | 1,182,345 | | | | | | 1,179,297 | | |

| Income taxes receivable | | | 2,201 | | | | | | — | | |

| Non-current inventories | | | 5,744 | | | | | | — | | |

| Retained earnings | | | 361,419 | | | | | | 72,415 | | |

| Accumulated other comprehensive income | | | 189 | | | | | | — | | |

| Selling, general and administrative | | | 75,840 | | | | | | 56,646 | | | | | | 26,767 | | |

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

| Other comprehensive income, net of tax: | | | | | | | | | | | | | | | | | |

| Change in net unrealized gains on available-for-sale securities | | | 189 | | | | | | — | | | | | | — | | |

| Total comprehensive income (loss) | | | $ | 289,193 | | | | | $ | 135,037 | | | | | $ | (21,825) | |

| Stock-based compensation | | | — | | | | | | — | | | | | | 357,845 | | | | | | — | | | | | | — | | | | | | 33,066 | | | | | | — | | | | | | — | | | | | | 33,066 | | |

| Shares used to settle payroll tax withholding | | | — | | | | | | — | | | | | | (467,791) | | | | | | — | | | | | | — | | | | | | (18,357) | | | | | | — | | | | | | — | | | | | | (18,357) | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 289,004 | | | | | | — | | | | | | 289,004 | | |

| Unrealized gains on available-for-sale securities | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 189 | | | | | | 189 | | |

| Balance as of December 31, 2022 | | | — | | | | | | $ | — | | | | | 177,706,608 | | | | | | $ | 18 | | | | | $ | — | | | | | $ | 951,008 | | | | | $ | 361,419 | | | | | $ | 189 | | | | | $ | 1,312,634 | |

| Accretion of discount on short-term investments | | | (9,958) | | | | | | — | | | | | | — | | |

| Loss on sale or disposal of long-lived assets, net | | | 391 | | | | | | 569 | | | | | | 101 | | |

| Income taxes receivable | | | (2,201) | | | | | | — | | | | | | — | | |

| Purchases of short-term investments | | | (2,779,666) | | | | | | — | | | | | | — | | |

| Proceeds from sales of short-term investments | | | 1,463,160 | | | | | | — | | | | | | — | | |

| Proceeds from maturities of short-term investments | | | 281,000 | | | | | | — | | | | | | — | | |

See accompanying notes to the Consolidated Financial Statements.

MP MATERIALS CORP. AND SUBSIDIARIES

Upon completing commissioning of the Stage II optimization project (“Stage II”), the Company anticipates producing and selling separated rare earth products, including neodymium-praseodymium (“NdPr”) oxide, to customers globally.

In addition, the Company is constructing its initial rare earth metal, alloy and magnet manufacturing facility in Fort Worth, Texas (the “Fort Worth Facility”), where it anticipates manufacturing, among other products, neodymium-iron-boron (“NdFeB”) permanent magnets.

Furthermore, in April 2022, the Company entered into a long-term supply agreement with General Motors Company (NYSE: GM) (“GM”) to supply U.S.-sourced and manufactured rare earth materials, alloy and finished magnets for the electric motors in more than a dozen models using GM’s Ultium Platform, with a gradual production ramp that is expected to begin in late 2023, starting with alloy.

These developments are a part of the Company’s Stage III downstream expansion strategy (“Stage III”).

Concentration of Risk: Financial instruments that potentially subject the Company to credit risk consist principally of cash, cash equivalents and short-term investments, and trade accounts receivable.

The Company believes that its credit risk is limited because the Company’s current contracts are with companies that have a reliable payment history.

The Company does not believe it is exposed to any significant risks related to its cash accounts, money market funds, or short-term investments.

Demand for rare earth concentrate is currently constrained to a relatively limited number of refiners, a significant majority of which are based in China.

Therefore, the Company’s revenue is affected by Shenghe’s ultimate realized prices in China, including the impact of changes in the exchange rate between the Chinese Yuan and the U.S. dollar.

The COVID-19 pandemic remains ongoing and continues to impact the global economy.

Through the end of 2022, varying degrees of preventative measures were still in place in China and other parts of the world, including city-wide lockdowns, travel restrictions, closures of non-essential businesses and other quarantine measures.

The Company’s investments in U.S. treasury and agency securities have been classified and accounted for as available-for-sale securities and the Company reevaluates the classification each reporting period.

The Company classifies its available-for-sale securities that do not otherwise meet the requirements to be accounted for as cash equivalents as either current or non-current based on each instrument’s underlying contractual maturity date as well as the Company’s expectations of sales and redemptions within the next twelve months.

See [Note 5, “Cash, Cash Equivalents and Investments,”](#i19308d1ceae24740b4c66aca7816bb0b_718) for additional information.

A portion of the sales price, for sales made under these agreements, reduces debt owed to Shenghe.

- confirming the accounts receivable balance due from Shenghe and the debt balance due to Shenghe as of December 31, 2021

February 28, 2022

| | | | December 31, | | | | | | | | |

| Current portion of finance lease liabilities | | | 254 | | | | | | 266 | | |

| Finance lease liabilities, net of current portion | | | 554 | | | | | | 736 | | |

| Retained earnings (accumulated deficit) | | | 72,415 | | | | | | (62,622) | | |

| General and administrative | | | 57,215 | | | | | | 26,868 | | | | | | 11,104 | | |

| Balance as of January 1, 2019 | | | 110.98 | | | | | | — | | | | | | $ | 2,275 | | | | | 1,000 | | | | | | — | | | | | | $ | 20,500 | | | | | $ | — | | | | | $ | — | | | | | $ | (34,042) | | | | | $ | (11,267) | |

| Retroactive application of recapitalization | | | (110.98) | | | | | | — | | | | | | (2,275) | | | | | | (1,000) | | | | | | 66,556,975 | | | | | | (20,493) | | | | | | — | | | | | | 22,768 | | | | | | — | | | | | | — | | |

| Net loss | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (21,825) | | | | | | (21,825) | | |

| Restricted cash, non-current | | | 516 | | | | | | 9,100 | | | | | | 26,791 | | |

Our wholly-owned subsidiary, MP Mine Operations LLC, a Delaware limited liability company (“MPMO”), acquired the Mountain Pass mine and processing and separations facilities in July 2017.

Our wholly-owned subsidiary, Secure Natural Resources LLC, a Delaware limited liability company (“SNR”), holds the mineral rights to the Mountain Pass mine and surrounding areas as well as intellectual property rights related to the processing and development of rare earth materials.

The mine achieved commercial operations in July 2019.

References herein to the “Company,” “we,” “our,” and “us,” refer to MP Materials Corp. and its subsidiaries.

For further information, see [Note 4, “Relationship and Agreements with Shenghe.](#i8ee915207ea04d95a548923ad88c977a_175)[”](#i8ee915207ea04d95a548923ad88c977a_175) We are currently recommissioning, upgrading and enhancing the processing facility at Mountain Pass to provide for the separation of rare earth oxides (“REO”) (referred to as the “Stage II optimization project” or “Stage II”), that will allow us the opportunity to sell separated REO directly to end users.

In addition, we are pursuing downstream expansion opportunities to integrate further into the business of upgrading REO into metal, alloys and magnets (referred to as “Stage III”).

See [Note 20, “Subsequent Events,”](#i8ee915207ea04d95a548923ad88c977a_229) for additional information on Stage III.

The acquisition of SNR (the “SNR Mineral Rights Acquisition”) was treated as an asset acquisition.

Furthermore, MPMO was deemed to be the accounting acquirer and FVAC the accounting acquiree, which, for financial reporting purposes, results in MPMO’s historical financial information becoming that of the Company.

In addition, the common stock, preferred stock, additional paid-in capital, and earnings (loss) per share amounts presented in the Consolidated Financial Statements and these accompanying notes have been restated to reflect recapitalization.

For further discussion, see [Note 3, “Business Combination and Reverse Recapitalization.”](#i8ee915207ea04d95a548923ad88c977a_169)

Shenghe has entered into an arrangement to purchase substantially all of the Company’s production of rare earth concentrate.

As with any contract, there is risk of nonperformance; however, we do not believe that it is reasonably possible that Shenghe would terminate the agreement as it would delay Shenghe’s recovery of non-interest-bearing advance payments that are recognized by the Company as debt.

As discussed in [Note 9,](#i8ee915207ea04d95a548923ad88c977a_190) [“](#i8ee915207ea04d95a548923ad88c977a_190)[Debt](#i8ee915207ea04d95a548923ad88c977a_190) [Obligations,](#i8ee915207ea04d95a548923ad88c977a_190)[”](#i8ee915207ea04d95a548923ad88c977a_190) full repayment of the obligation will occur by the end of the

first quarter of 2022 whether through non-cash recoupments from sales or a cash payment based, in part, on the Company’s GAAP net income for the year ended December 31, 2021.

In December 2019, a novel strain of coronavirus (known as “COVID-19”) began to impact the population of China.

In March 2020, the outbreak of COVID-19 was declared a global pandemic after growing both in the United States and globally.

The responses by governments, societies, and private sector entities to the COVID-19 pandemic, which include temporary closures of businesses, social distancing, travel restrictions, “shelter in place,” and other governmental regulations and various economic stimulus programs, have significantly impacted market volatility and general global economic conditions, including significant business and supply chain disruption as well as broad-based changes in supply and demand.

However, there can be no assurance that the ongoing COVID-19 pandemic will not have a negative impact on our production, sales, or growth projects in the future.

Further, as of December 31, 2021, a portion and, as of December 31, 2020, all of the amount not received in cash would have been offset by a reduction in the principal balance owed to Shenghe.

In connection with the SNR Mineral Rights Acquisition, the Company recorded the additional cost of acquiring the mineral rights pertaining to the rare earth ores contained in the Mountain Pass mine, which was SNR’s sole operating asset.

Prior to the SNR Mineral Rights Acquisition, MPMO and SNR were considered related parties.

As discussed in [Note 18, “Related](#i8ee915207ea04d95a548923ad88c977a_220)[\-](#i8ee915207ea04d95a548923ad88c977a_220)[Party Transactions,”](#i8ee915207ea04d95a548923ad88c977a_220) upon entering into the Royalty Agreement (as defined in [Note 18, “Related](#i8ee915207ea04d95a548923ad88c977a_220)[\-](#i8ee915207ea04d95a548923ad88c977a_220)[Party Transactions”](#i8ee915207ea04d95a548923ad88c977a_220)), the Company recognized an asset equal to the present value of minimum royalty payments owed to SNR under the Royalty Agreement as an acquisition cost of the 97.5% working interest.

Mine Development Costs: Mine development costs include drilling costs and the cost of other development work, all of which are capitalized during the development phase.

Production costs are capitalized into inventory or expensed as incurred.

The debt discount reduces the carrying amount of the associated debt.

See also, [Note 9, “Debt Obligations.”](#i8ee915207ea04d95a548923ad88c977a_190)

to the related asset’s carrying amount and depreciated over the related asset’s remaining useful life.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, [removed: 2021.][added: 2022.]

Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2021,] [added: 2022,] to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included in [Part II, Item [removed: 8](#i8ee915207ea04d95a548923ad88c977a_142)] [added: 8](#i19308d1ceae24740b4c66aca7816bb0b_130)] of this Annual Report.

During the fourth quarter of the year ended December 31, [removed: 2021,] [added: 2022,] there were no changes in our internal control over financing reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect our internal control over financing reporting.

The remaining information required by this item concerning directors and corporate governance is hereby incorporated by reference to the Company’s definitive proxy statement for its Annual Meeting of [removed: Shareholders] [added: Stockholders] (the [removed: “2022] [added: “2023] Proxy Statement”), to be filed with the [removed: U.S. Securities and Exchange Commission] [added: SEC] within 120 days after December 31, [removed: 2021,] [added: 2022,] pursuant to Regulation 14A under the Securities Act.

Information required by this item concerning executive officers is included in [Part [removed: I](#i8ee915207ea04d95a548923ad88c977a_13)] [added: I](#i19308d1ceae24740b4c66aca7816bb0b_13)] of this Annual Report on Form 10-K.

The information required by this item is hereby incorporated by reference to the [removed: 2022] [added: 2023] Proxy Statement.

The information required by this item is hereby incorporated by reference to the [removed: 2022] [added: 2023] Proxy Statement.

The information required by this item is hereby incorporated by reference to the [removed: 2022] [added: 2023] Proxy Statement.

The information required by this item is hereby incorporated by reference to the [removed: 2022] [added: 2023] Proxy Statement.

(1)[Report of Independent Registered [removed: P](#i8ee915207ea04d95a548923ad88c977a_145)[ublic] [added: Public] Accounting [removed: Firm](#i8ee915207ea04d95a548923ad88c977a_145)][added: Firm](#i19308d1ceae24740b4c66aca7816bb0b_133)]

“Financial Statements and Supplementary [removed: Data”](#i8ee915207ea04d95a548923ad88c977a_142)] [added: Data”](#i19308d1ceae24740b4c66aca7816bb0b_130)] and incorporated herein by reference).

| 3.2 | | | | | | [Amended and Restated Bylaws [removed: of](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex32.htm) [MP Materials](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex32.htm) [Corp](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex32.htm)[.](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex32.htm) [(incorporated] [added: of MP Materials Corp. (incorporated] herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on November 17, 2020).](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex32.htm) | | |

| 4.3 | | | | | | [Form of 0.25% Green Convertible Senior Notes due 2026 (included as Exhibit A to Exhibit [removed: 4.1)](http://www.sec.gov/Archives/edgar/data/1801368/000119312521096784/d113577dex41.htm) [](http://www.sec.gov/Archives/edgar/data/1801368/000119312521096784/d113577dex41.htm)[(incorporated] [added: 4.1) (incorporated] herein by reference to Exhibit [removed: 4.](http://www.sec.gov/Archives/edgar/data/1801368/000119312521096784/d113577dex41.htm)[2](http://www.sec.gov/Archives/edgar/data/1801368/000119312521096784/d113577dex41.htm) [to] [added: 4.2 to] the Company’s Current Report on Form 8-K filed on March 26, 2021).](http://www.sec.gov/Archives/edgar/data/1801368/000119312521096784/d113577dex41.htm) | | |

| [removed: 10.1] [added: 10.13+++] | | | | | | [removed: [Form] [added: [Amended and Restated Offtake Agreement, dated as] of [removed: Subscription Agreement] [added: May 19, 2020, between MPMO and Shenghe Resources (Singapore)] (incorporated herein by reference to Exhibit [removed: 10.1] [added: 10.15] to the Company’s Registration Statement on Form S-4 filed with the SEC on August 27, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/1801368/000119312520231672/d920830ds4.htm#ii920830_4)] [added: 2020).](http://www.sec.gov/Archives/edgar/data/1801368/000119312520231672/d920830dex1015.htm)] | | |

| [removed: 10.2] [added: 10.1] | | | | | | [Amended and Restated Registration Rights Agreement, dated November 17, 2020, by and [removed: between](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex106.htm) [MP] [added: between MP] Materials [removed: Corp.(f/k/a](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex106.htm) [Fortress] [added: Corp.(f/k/a Fortress] Value Acquisition [removed: Corp.](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex106.htm)[)](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex106.htm) [](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex106.htm)[and] [added: Corp.) and] the restricted stockholders (incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on November 17, 2020).](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex106.htm) | | |

| [removed: 10.3] [added: 10.2] | | | | | | [Registration Rights Agreement, dated as of March 26, 2021, by and among MP Materials Corp. and BofA Securities, Inc. and Deutsche Bank Securities Inc., as representatives of the initial purchasers of the Convertible Notes (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 26, 2021).](http://www.sec.gov/Archives/edgar/data/1801368/000119312521096784/d113577dex101.htm) | | |