MP Materials (MP) 10-K risk factor changes: FY2023 vs FY2022

See* *[“Cautionary Note Regarding Forward-Looking [removed: Statements”](#i19308d1ceae24740b4c66aca7816bb0b_10)*] [added: Statements”](#id60391492cf54e72a8c63cc5405338ef_10)*] *above.*

- We may be adversely affected by fluctuations in demand for, and prices of, [removed: rare earth minerals and products, alloy flake] [added: REE] and [removed: magnets.][added: magnet materials.]

- The production of rare earth products is a capital-intensive business [removed: and will require] [added: that requires] the commitment of substantial [removed: resources and] [added: resources;] 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 [removed: successfully complete and commission] [added: reach anticipated production rates for] the [added: separation of REE as part of the] Stage II project at Mountain Pass, our only rare earth mining and processing facility.

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

[added: -] If we infringe, or are accused of infringing, the intellectual property rights of third parties, it may increase our costs or prevent us from being able to commercialize new products.

- If we are unable to perform the obligations under our long-term supply agreement with GM, this [removed: may] [added: could] 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: rare earth] [added: REO] products into contracts, which may have a material adverse effect on our financial position and results of operations.

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

[removed: - The] [added: The] conditional conversion feature of our Convertible Notes, if triggered, may adversely affect our financial condition and operating [removed: results.][added: results.]

We may be adversely affected by fluctuations in demand for, and prices of, [removed: rare earth minerals and products, alloy flake] [added: REE] and [removed: magnets.][added: magnet materials.]

Because our revenue is, and will be for the foreseeable future, from the sale of rare earth products, changes in demand for, and the market price of, and taxes and other tariffs and fees imposed upon [removed: rare earth minerals] [added: REE] and [removed: products] [added: magnet materials] could significantly affect our profitability.

Our financial results may be significantly adversely affected by declines in the prices of [removed: rare earth minerals] [added: REE] and [removed: products.][added: magnet materials.]

[removed: Rare earth 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 [removed: rare earth minerals] [added: REE] and [removed: products.][added: magnet materials.]

Furthermore, supply side factors have a significant influence on price volatility for [removed: rare earth minerals.][added: REE and magnet materials.]

Over the past few years, there has been significant restructuring of the Chinese market in line with Chinese Central Government policy; however, periods of over-supply or speculative trading of [removed: rare earth minerals] [added: REE and magnet materials] can lead to significant fluctuations in the market price of [removed: rare earth minerals.][added: such products.]

A prolonged or significant economic contraction in the [removed: United States] [added: U.S., China,] or worldwide could put downward pressure on market prices of [removed: rare earth minerals] [added: REE] and [removed: products.][added: magnet materials.]

Protracted periods of low prices for [removed: rare earth minerals] [added: REE] and [removed: products] [added: magnet materials] could significantly reduce revenues and the availability of required development funds in the future.

Demand for our 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 [removed: electronic] [added: electronics] industries.

In contrast, extended periods of high commodity prices may create economic dislocations that may be destabilizing to [removed: rare earth minerals] [added: REE and magnet material] supply and demand and ultimately to the broader markets.

Periods of high [removed: rare earth mineral] [added: REE] market prices generally are beneficial to our financial performance.

However, strong [removed: rare earth mineral] [added: REE] prices also create economic pressure to identify or create alternate technologies that ultimately could depress [removed: future] long-term demand for rare earth minerals and products, and at the same time may incentivize development of competing mining properties.

Our strategy is to produce [removed: rare earth] [added: REE and magnet] 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.

Any unexpected costs or delays in the [removed: commercialization] [added: manufacturing] of separated REE products or 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.

China 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 [removed: United States, and] [added: U.S. Over] the [added: past few years, there has been significant restructuring of the] Chinese [removed: Central Government regulates] [added: rare earth] production [removed: via quotas and environmental standards.][added: industry, further centralizing control over production by state-owned enterprises.]

The rare earth mining and processing and [removed: rare earth magnetics markets are] [added: magnet manufacturing industry is] capital intensive [removed: and competitive.][added: with competitive market dynamics.]

Production of [removed: rare earths] [added: REE] and [removed: related] [added: magnet] products is dominated by our Chinese competitors.

Additionally, our Chinese competitors have historically been able to produce at relatively low costs due to domestic economic and regulatory factors, including less stringent environmental and governmental regulations and lower labor and [removed: benefit costs.]

[removed: Even upon successful completion of Stage II at Mountain Pass, if] [added: If] we are not able to achieve 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.

[added: China] Rare Earth Group will have enhanced pricing power of key rare earths, such as dysprosium and terbium, which will likely bring changes to the global rare earth supply chain.

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

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

We currently rely on Shenghe to purchase the vast majority of our rare earth concentrate product on a “take-or-pay” basis and sell that product to end users in [removed: China.][added: China; we cannot assure you that they will continue to honor their contractual obligations to purchase and sell our products, or that they will make optimum efforts to market and sell our products.]

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

Changes in China’s political environment and policies, including changes in export policy or the interpretation of China’s export policy and policy on rare earths production or the import of rare earth [removed: feedstock] [added: feedstock,] may adversely affect our financial condition and results of operations.

Because the vast majority of our rare earth concentrate product is currently sold to Shenghe under our Offtake 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, subsidies to related industries, the occurrence of prolonged adverse weather conditions or a natural disaster such as an earthquake or typhoon, or [removed: the continuation of COVID-19 or the] [added: an] outbreak of [removed: another] [added: a] 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.

China’s government has exercised and continues to exercise substantial control over [removed: nearly all] [added: many] sectors of the Chinese economy through regulation and state ownership.

[removed: Our ability to ship products to China may be adversely affected by changes in Chinese laws and regulations, including those relating to] taxation, import and export [removed: tariffs,] [added: tariffs and regulations,] raw materials, environmental regulations, land use rights, property and other matters.

The [removed: United States] [added: U.S.] Government has instituted substantial changes to foreign trade policy with China and has [removed: raised] [added: assessed punitive] tariffs on [removed: several] [added: many categories of] Chinese goods.

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

- Our ability to generate revenue will be diminished if we are unable to compete with substitutions for our rare earth materials.

- We may not successfully establish or maintain collaborative, joint venture and licensing arrangements, which could adversely affect our ability to vertically integrate into further downstream processing of our REO.

- We are subject to regulatory and business risks associated with our investment in VREX Holdco Pte.

Ltd. (“VREX Holdco”).

For example, as a result of the decrease in the market price of NdPr oxide in 2023, our Realized Price per REO MT (as defined in [Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations](#id60391492cf54e72a8c63cc5405338ef_91)) decreased from $11,974 for the year ended December 31, 2022, to $6,854 for the year ended December 31, 2023, which negatively impacted our results of operations and cash flows.

REE and magnet material 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

Supply of REE and magnet materials is dominated by Chinese producers.

Chinese competitors may engage in predatory pricing or other behaviors designed to inhibit our further downstream integration.

benefit costs.

In January 2024, the Company entered into the New Offtake Agreement that replaced and extended the Offtake Agreement.

The terms of the New Offtake Agreement are substantially the same as those of the Offtake Agreement with the exception of the addition of NdPr metal into the definition of non-concentrate rare earth products.

Our ability to sell products to customers in China or obtain materials from suppliers in China may be adversely affected by changes in Chinese laws and regulations, including those relating to

The production of magnet materials in Stage III is dependent upon our ability to complete the buildout of our Fort Worth Facility; an unanticipated delay in the completion of Stage III could have a material adverse effect on our ability to produce magnets.

The building portion of the Fort Worth Facility was completed in 2023.

However, the Fort Worth Facility requires substantial capital for equipment purchases, installation, and commissioning,

and there may be unanticipated costs or delays associated with these activities.

agreements may not provide an adequate remedy in the event of unauthorized disclosure of confidential or proprietary information.

To implement this vertical integration strategy successfully, we may need to

Though we may enter into long-term purchase agreements, chemical reagents sourced from third parties may be subject to significant volatility in cost and availability.

The Mountain Pass site includes a currently idle chlor-alkali facility that may be restarted in the future to produce hydrochloric acid, sodium hydroxide, and sodium hypochlorite.

terms that are acceptable to us.

We have limited experience operating our Stage II assets.

In addition, significant volumes of water are recycled from process brine to reduce ground water usage.

We face regulatory and business risks associated with our investment in VREX Holdco.

We own a minority interest in VREX Holdco, a Singapore company.

An entity affiliated with Shenghe is the majority shareholder of VREX Holdco.

VREX Holdco owns Vietnam Rare Earth Company Limited (“VREX”), which owns and operates a metal processing plant and related facilities in Vietnam.

As a minority shareholder of VREX Holdco, our ability to control the management, record-keeping, operations and decision-making of VREX Holdco is limited.

VREX Holdco’s operations are subject to the significant business, economic, regulatory and competitive uncertainties and contingencies frequently encountered by new businesses and other risks, many of which are beyond VREX Holdco’s or our control.

Because VREX Holdco has limited operating history, it may be more difficult for them to prepare for and respond to these types of risks than for a company with an established business and operating cash flow.

VREX Holdco has operations outside the United States, which exposes us to complex foreign and U.S. regulations inherent in doing business in Vietnam.

We are subject to regulations imposed by the Foreign Corrupt Practices Act (the “FCPA”), and other anti-corruption laws that generally prohibit U.S. companies and their intermediaries from offering, promising, authorizing or making improper payments to foreign government officials for the purpose of obtaining or retaining business.

Violations of the FCPA and other anti-corruption laws may result in severe criminal and civil sanctions as well as other penalties.

The SEC and U.S. Department of Justice in recent years have increased their enforcement activities with respect to the FCPA.

Internal control policies and procedures and the compliance program that VREX Holdco has implemented to deter prohibited practices may not be effective in prohibiting its employees, contractors or agents from violating or circumventing our policies and the law.

If VREX Holdco’s or our employees or agents fail to comply with applicable laws or company policies governing VREX Holdco’s international operations, we and our subsidiaries may face investigations, prosecutions and other legal and regulatory proceedings and actions which could result in civil penalties, administrative remedies and criminal sanctions.

Any determination that we have violated the FCPA could have a material adverse effect on our financial condition.

Compliance with international and U.S. laws and regulations that apply to VREX Holdco’s international operations increases the cost of doing business in foreign jurisdictions.

VREX Holdco’s employees will also be subject to various reporting and anti-money laundering regulations.

Supply of rare earth minerals is dominated by Chinese producers.

Over the past few years, there has been significant restructuring of the Chinese markets in line with China Central Government policy.

Assuming that we reach anticipated production rates for REO and other planned downstream products and subsequently become fully operational and integrated, the increased competition may lead our competitors to engage in predatory pricing or other behaviors designed to inhibit our further downstream integration.

China

We cannot assure you that they will continue to honor their contractual obligations to purchase and sell our products, or that they will make optimum efforts to market and sell our products.

To the extent we 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.

The production of rare earth products is a capital-intensive business and requires the commitment of substantial resources.

Unanticipated costs or delays associated with our ongoing Stage II project could have a material adverse effect on our financial condition or results of operations.

We expect to achieve anticipated production run rates for separated REO by the end of 2023.

Our estimated expenses may increase as consultants, personnel and equipment associated with our efforts are added, and as a result of inflationary pressures in the United States.

In the event that the Stage II project is not completed, the Company may not be able to produce alloy flake and magnets in Stage III and comply with the terms of our agreement with GM.

The 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 Fort Worth Facility.

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

In addition, our intellectual property may be subject to infringement or other unauthorized use outside of the United States.

Unauthorized use of our intellectual property rights or our inability to preserve existing intellectual property rights could adversely impact our competitive position and results of operations.

We will also face competition for these employees.

favorable terms could adversely affect our business prospects, financial condition or ability to develop and commercialize downstream rare earth products.

The response to COVID-19 has led to significant restrictions on travel, temporary business closures, quarantines, and a general reduction in consumer activity and sentiment, globally.

In addition, since the onset of the COVID-19 pandemic in the first quarter of 2020, we have periodically experienced shipping delays due to port slowdowns and container shortages from congestion at port facilities and trucking shortages, which has resulted in supply chain disruptions.

Congestion at U.S. and international ports could affect the capacity at ports to receive deliveries of products or the loading of shipments onto vessels.

The outbreak has resulted in significant governmental measures being implemented to control the spread of the virus, including, among others, restrictions on manufacturing and the movement of employees in many regions of China, the U.S. and other countries.

These disruptions could continue to impact the rare earth market, particularly the supply chain in China and the U.S., which in turn could impact our business or business prospects, including our ability to benefit from our Offtake Agreement with Shenghe.

Our CHP plant has the capability to provide all the electricity and steam needed for the industrial operations of Stage I.

Though Mountain Pass includes a chlor-alkali facility, we intend to purchase chemical reagents from third parties on the open market for some period of time.

Prior to potentially commencing production of chlor-alkali chemicals on-site, during any production disruption or for chemicals we cannot produce, we will need to purchase chemical reagents from third parties in the open market.

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.

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

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

The mining of minerals and the manufacture of mineral products involves numerous hazards, including: (i) unusual and unexpected rock formations affecting ore or wall rock characteristics; (ii) ground or slope failures (including open pits, waste rock and tailings disposal areas); (iii) environmental hazards; (iv) industrial accidents; (v) bodily injury or harm; (vi) processing

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.

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 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: 2022] [added: 2023] (this “Annual Report”).

A discussion of changes in our results of operations and cash flows between years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019,”](http://www.sec.gov/ix?doc=/Archives/edgar/data/1801368/000180136822000010/mp-20211231.htm)*] [added: 2020,”](https://www.sec.gov/ix?doc=/Archives/edgar/data/1801368/000180136823000009/mp-20221231.htm#i19308d1ceae24740b4c66aca7816bb0b_94)*] *of our annual report on Form 10-K for the year ended December 31, [removed: 2021,] [added: 2022,] filed with the U.S. Securities and Exchange Commission on February 28, [removed: 2022.][added: 2023.]

Risk [removed: Factors”](#i19308d1ceae24740b4c66aca7816bb0b_61)*] [added: Factors”](#id60391492cf54e72a8c63cc5405338ef_61)*] *and elsewhere in this Annual Report.

See also* *[“Cautionary Note Regarding Forward-Looking [removed: Statements.”](#i19308d1ceae24740b4c66aca7816bb0b_10)*][added: Statements.”](#id60391492cf54e72a8c63cc5405338ef_10)*]

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

We own and operate the Mountain Pass Rare Earth Mine and Processing Facility (“Mountain Pass”), the only rare earth mining and processing site of scale in North [removed: America.][added: America, and are also constructing a rare earth metal, alloy and magnet manufacturing facility in Fort Worth, Texas (the “Fort Worth Facility”), where we anticipate manufacturing neodymium-iron-boron (“NdFeB”) permanent magnets and its precursor products.]

[removed: We currently produce a] [added: The] rare earth concentrate [removed: that] is principally sold pursuant to the Offtake Agreement to Shenghe (as such terms are defined in [removed: [Note 3 “Relationship and Agreements with Shenghe,”](#i19308d1ceae24740b4c66aca7816bb0b_160)] [added: [Note](#id60391492cf54e72a8c63cc5405338ef_205) 20, [“Related Party Transactions,”](#id60391492cf54e72a8c63cc5405338ef_205)] in the notes to the Consolidated Financial Statements), that, in turn, typically sells that product to refiners in China.

[removed: Upon completing] [added: Following the] commissioning of [removed: the] [added: our] Stage II optimization project (“Stage [removed: II”),] [added: II”) in the third quarter of 2023,] we [removed: anticipate] [added: began] producing [removed: and selling] separated rare earth products, including neodymium-praseodymium (“NdPr”) [removed: oxide.][added: oxide, that we began selling to customers globally in the fourth quarter of 2023.]

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

These developments are [removed: a] part of our Stage III downstream expansion strategy (“Stage III”).

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

Highlights from the year ended December 31, [removed: 2022,] [added: 2023,] include:

- [removed: Strong] [added: Maintained strong] concentrate production volumes [removed: that remained steady year over year] despite [removed: significant Stage II] [added: continued] construction and [removed: recommissioning] [added: commissioning] activities;

- Maintained [added: a] strong balance sheet with cash, cash equivalents and short-term investments totaling [removed: $1,182.3] [added: $997.8] million as of December 31, [removed: 2022,] [added: 2023,] despite significant capital expenditures to support Stage [removed: II and] [added: II,] the Fort Worth [added: Facility, and the HREE] Facility;

- [removed: Substantially completed] [added: Completed] construction and/or [added: initial] commissioning of [removed: several] [added: all] circuits of [removed: the] [added: our] Stage II optimization [removed: project, including concentrate drying and roasting;][added: project;]

Our Stage I concentrate operations continue to deliver strong production levels despite [removed: the] significant [removed: Stage II-related work, including] [added: work on completing construction and] commissioning of [removed: the concentrate drying and roasting circuits and other] Stage II [removed: circuits.][added: circuits as well as advancing the HREE Facility at Mountain Pass.]

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

Refer to the [“Non-GAAP Financial [removed: Measures”](#i19308d1ceae24740b4c66aca7816bb0b_118)] [added: Measures”](#id60391492cf54e72a8c63cc5405338ef_909)] section below for the definitions of Adjusted EBITDA, Adjusted Net Income, and Adjusted Diluted EPS, as well as a reconciliation of net income [removed: (loss)] to Adjusted EBITDA and Adjusted Net Income, and Diluted EPS to Adjusted Diluted EPS.

We have historically used [added: and/or currently use] the following key performance indicators [added: (“KPIs”)] to evaluate the performance of our business.

However, as [removed: we evolve as a] [added: our] business [added: continues to evolve] and [removed: transition] [added: transitions] from [removed: a producer] [added: production] of rare earth concentrate to [removed: a producer] [added: production] of separated rare earth [removed: products upon completing the commissioning of our Stage II project,] [added: products,] the metrics that management [removed: anticipates using] [added: uses] to evaluate the business may [added: continue to] change or be revised.

For example, [removed: in completing] [added: beginning with] the [removed: transition to separated rare earth products,] [added: first quarter of 2024,] we [removed: may determine that production cost] [added: will no longer present Production Cost] per REO MT, which is a metric focused solely on Stage I concentrate operations, [removed: is] [added: as it will] no longer [added: be] meaningful in evaluating and understanding our business or operating results.

Our calculations of these [removed: performance indicators] [added: KPIs] may differ from similar measures published by other companies in our industry or in other industries.

The following table presents our [removed: key performance indicators:][added: KPIs:]

| (in whole units or dollars, except percentages) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | | | | | [removed: 2021] [added: 2022] vs. [removed: 2020] [added: 2021] | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | | | | | [removed: 2021] [added: 2022] vs. [removed: 2020] [added: 2021] | | |

| REO [removed: production volume] [added: Production Volume] (MTs) | | | [removed: 42,499] [added: 41,557] | | | | | | [removed: 42,413] [added: 42,499] | | | | | | [removed: 38,503] [added: 42,413] | | | | | | [removed: 86] [added: (942)] | | | | | | [removed: 3,910] [added: 86] | | | | | | [removed: —] [added: (2)] | | % | | | | [removed: 10] [added: —] | | % |

| REO [removed: sales volume] [added: Sales Volume] (MTs) | | | [removed: 43,198] [added: 36,837] | | | | | | [removed: 42,158] [added: 43,198] | | | | | | [removed: 38,367] [added: 42,158] | | | | | | [removed: 1,040] [added: (6,361)] | | | | | | [removed: 3,791] [added: 1,040] | | | | | | [removed: 2] [added: (15)] | | % | | | | [removed: 10] [added: 2] | | % |

| Realized [removed: price] [added: Price] per REO MT | | | $ | [removed: 11,974] [added: 6,854] | | | | | $ | [removed: 7,745] [added: 11,974] | | | | | $ | [removed: 3,311] [added: 7,745] | | | | | $ | [removed: 4,229] [added: (5,120)] | | | | | $ | [removed: 4,434] [added: 4,229] | | | | | [removed: 55] [added: (43)] | | % | | | | [removed: 134] [added: 55] | | % |

| Production [removed: cost] [added: Cost] per REO MT | | | $ | [removed: 1,728] [added: 2,058] | | | | | $ | [removed: 1,493] [added: 1,728] | | | | | $ | [removed: 1,430] [added: 1,493] | | | | | $ | [removed: 235] [added: 330] | | | | | $ | [removed: 63] [added: 235] | | | | | [removed: 16] [added: 19] | | % | | | | [removed: 4] [added: 16] | | % |

We measure our REO-equivalent production volume for a given period in [removed: MTs,] [added: metric tons (“MTs”),] our principal unit of [removed: sale.][added: sale for our concentrate product.]

The rare earth concentrate [removed: we currently produce] is a processed, concentrated form of our mined rare earth-bearing ores.

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

Our REO [removed: sales volume] [added: Sales Volume] is a key measure of our ability to convert our [added: concentrate] production into revenue.

We calculate the [removed: realized price] [added: Realized Price] per REO MT for a given period as the quotient of: (i) our [removed: Total Value Realized (see below)] [added: rare earth concentrate sales, which are determined in accordance with GAAP,] for a given period and (ii) our REO [removed: sales volume] [added: Sales Volume] for the same period.

See the [removed: [“Non-GAAP] [added: [“](#id60391492cf54e72a8c63cc5405338ef_909)[Non-GAAP] Financial [removed: Measures”](#i19308d1ceae24740b4c66aca7816bb0b_118)] [added: Measures](#id60391492cf54e72a8c63cc5405338ef_909)[”](#id60391492cf54e72a8c63cc5405338ef_909)] section below for a reconciliation of our [removed: Total Value Realized,] [added: Production Costs,] which is a non-GAAP financial measure, to our [removed: product sales,] [added: COS,] which is determined in accordance with GAAP, as well as the calculation of [removed: realized price] [added: Production Cost] per REO MT.

We define Production Costs, which is a non-GAAP financial measure, as our cost of sales (excluding depletion, depreciation and amortization) [added: (“COS”)] less stock-based compensation expense included in [removed: cost of sales,] [added: COS,] shipping and freight costs, and costs [added: not] attributable to [removed: certain other] [added: concentrate] sales.

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

[removed: Key Factors] [added: Factors] Affecting Our Performance

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 and demand for green technologies increases.][added: grows.]

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

We produce rare earth concentrate products as well as refined rare earth oxides and related products.

- Commenced production and sales of separated rare earth products in the third quarter and fourth quarter of 2023, respectively;

- Announced “Upstream 60K” strategy targeting an approximately 50% expansion of rare earth oxide (“REO”) in concentrate output at Mountain Pass within four years with modest incremental investment;

- Completed construction of the building for the Fort Worth Facility, opened the office space that will serve as our company-wide magnetics headquarters, and made further progress on advancing our metal and magnet-making production capabilities;

- Advanced the engineering and design and began procuring equipment for our heavy rare earth elements (“HREE”) processing and separations facility at Mountain Pass (the “HREE Facility”);

- Entered into a tolling agreement with and subsequently acquired a 49% equity interest in VREX Holdco (as defined in the [“Recent Developments”](#id60391492cf54e72a8c63cc5405338ef_957) section below);

- Generated revenue of $253.4 million, net income of $24.3 million, and diluted earnings per share (“EPS”) of $0.14;

- Generated Adjusted EBITDA (see below) of $102.5 million, Adjusted Net Income (see below) of $71.4 million, and Adjusted Diluted EPS (see below) of $0.39; and

- Generated net cash provided by operating activities of $62.7 million.

Our results of operations for the year ended December 31, 2023, demonstrate solid operational execution against a weak pricing backdrop.

Upon initial commissioning of the Stage II circuits, we commenced production of separated rare earth products in the third quarter of 2023.

Also in the third quarter of 2023, we began shipments of NdPr oxide to tollers for processing into NdPr metal.

Furthermore, we began selling separated rare earth products in the fourth quarter of 2023, beginning with NdPr oxide.

While we made significant progress on scaling production of separated rare earth products in the fourth quarter of 2023, we expect that it may take several quarters to achieve our designed throughput of separated products.

In addition, our Stage III magnetics team continued to make significant progress on our strategy to re-establish magnet manufacturing in the U.S., including completing building construction and moving into the office portion of the Fort Worth Facility, and installing our first major pieces of process and magnet prototype production equipment, while advancing the organization’s engineering and manufacturing technology capabilities.

Recent Developments

Distribution Agreement with Sumitomo

In February 2023, we entered into a distribution agreement (the “Distribution Agreement”) with Sumitomo Corporation of Americas (“Sumitomo”), under which Sumitomo serves as the exclusive distributor of NdPr oxide and NdPr metal, produced by us, to Japanese customers.

Further, in connection with the Distribution Agreement, we intend to collaborate with Sumitomo on other business opportunities related to rare earth processing and downstream products.

Under the terms of the Distribution Agreement, Sumitomo will be paid a variable commission.

The initial term of the Distribution Agreement is through the end of 2025 with options to renew annually.

Patent and Intellectual Property License

In August 2023, we acquired a license to use patented technology, technical know-how, and other intellectual property pertaining to the development and manufacturing of magnetic products in exchange for 435,729 shares of our common stock.

Contemporaneous with the acquisition of the license, we entered into a long-term consulting agreement in support of integrating the licensed technology and know-how into our existing processes aimed at the development of magnetic products.

Tolling Agreement with and Investment in VREX Holdco

In October 2023, we entered into a tolling agreement with VREX Holdco Pte.

Ltd. (“VREX Holdco”) (the “Tolling Agreement”), a subsidiary of Shenghe.

VREX Holdco owns Vietnam Rare Earth Company Limited (“VREX”), which owns and operates a metal processing plant and related facilities in Vietnam.

Pursuant to the Tolling Agreement, we deliver NdPr oxide to VREX Holdco, which VREX Holdco then causes VREX to process into NdPr metal for delivery to our customers globally.

As several of our potential customers that manufacture magnets outside of China prefer to purchase NdPr metal in addition to NdPr oxide, this Tolling Agreement will enable us to distribute NdPr products more widely to customers in Japan and other global markets.

During the term of the Tolling Agreement, we will pay VREX Holdco a processing fee per unit of rare earth metal produced.

We maintain title to the products and directly enter into sales agreements for the produced NdPr metal.

The initial term of the Tolling Agreement is three years and may be renewed for additional three-year terms.

In December 2023, we invested $9.7 million of cash in exchange for a 49% equity interest in VREX Holdco.

Refer to [Note](#id60391492cf54e72a8c63cc5405338ef_745) 6[,](#id60391492cf54e72a8c63cc5405338ef_745) [“](#id60391492cf54e72a8c63cc5405338ef_745)[Equity Method Investment](#id60391492cf54e72a8c63cc5405338ef_745)[,](#id60391492cf54e72a8c63cc5405338ef_745)” in the notes to the Consolidated Financial Statements for additional information.

New Offtake Agreement

In January 2024, we entered into a new offtake agreement with Shenghe (the “New Offtake Agreement”) that replaced and extended the Offtake Agreement.

The initial term of the New Offtake Agreement is two years, with the option for us to extend the term for an additional one-year period.

The terms of the New Offtake Agreement are substantially the same as those of the Offtake Agreement with the exception of the addition of NdPr metal into the definition of non-concentrate rare earth products.

See [Note](#id60391492cf54e72a8c63cc5405338ef_205) 20[, “Related-Party Transactions,”](#id60391492cf54e72a8c63cc5405338ef_205) in the notes to the Consolidated Financial Statements for a discussion of the Offtake Agreement, including its terms.

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

In addition, we are constructing our initial rare earth metal, alloy and magnet manufacturing facility in Fort Worth, Texas (the “Fort Worth Facility”), where we anticipate manufacturing, among other products, neodymium-iron-boron (“NdFeB”) permanent magnets.

- Revenue of $527.5 million, representing growth of 59% year over year, driven by an increase in realized price per rare earth oxide (“REO”) equivalent metric ton (“MT”);

- 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;

- Adjusted EBITDA (see below) of $388.6 million, representing growth of 77% year over year, driven by higher per-unit profitability, offset partially by higher personnel and other general and administrative costs;

- Adjusted Net Income (see below) of $320.6 million, representing growth of 108% year over year, largely driven by higher Adjusted EBITDA;

- Diluted earnings per share of $1.52, compared to $0.73 per share in the prior year;

- Net cash provided by operating activities of $343.5 million, an increase from $102.0 million in the prior year;

- 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

- Awarded a $35.0 million contract in February 2022 by the Department of Defense’s Office of Industrial Base Policy and Sustainment Program to design and build a facility to process heavy rare earth elements (“HREE”) at Mountain Pass.

Our results of operations for the year ended December 31, 2022, demonstrate our strong operational execution as demand for rare earth materials continues to grow, driving the higher realized prices for rare earth products, particularly those used in NdFeB magnets.

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.

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

This measure refers to the REO content contained in the rare earth concentrate we produce.

A unit, or MT, is considered sold for purposes of this performance indicator once we recognize revenue on its sale.

We define Total Value Realized, which is a non-GAAP financial measure, as our product sales adjusted for the revenue impact of tariff rebates related to prior period sales, and, in connection with our sales to Shenghe between January 1, 2020, and June 5, 2020 under the terms of 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).

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

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 hybrid electric vehicles, and generators in wind power turbines); consumer and medical applications (e.g., miniaturization of smart phones and other mobile devices, computing devices, speakers and microphones, fiber optics, lasers, robotics, medical ventilators, etc.); critical defense systems (e.g., guidance and control systems, global positioning systems, radar and sonar, drones, etc.); and essential industrial infrastructure (e.g., power tools, pollution-control systems in traditional internal-combustion automobiles, glass polishing, etc.).

In 2022, REO production continued to be approximately 3.5x greater than the highest ever production in a twelve-month period achieved at Mountain Pass prior to the implementation and completion of Stage I.

Furthermore, Stage II was designed to enable us to continue to manage our cost structure for separating REE through an optimized facility process flow.

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.

Upon reaching run-rate production of REE in Stage II, we expect to be a global low-cost, high-volume producer of NdPr oxide, which represents a majority of the value contained in our concentrate.

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.

Successful completion of this project will establish, for the first time in many years, commercial-scale processing and separation of HREE in support of commercial and defense applications in the United States.

The HREE processing and separations facility (the “HREE Facility”) will be built at Mountain Pass and will be integrated into the rest of our Stage I and Stage II facilities.

| Product sales | | | $ | 517,267 | | | | | $ | 328,563 | | | | | $ | 133,697 | | | | | $ | 188,704 | | | | | $ | 194,866 | | | | | 57 | | % | | | | 146 | | % |

| Other sales | | | 10,243 | | | | | | 3,389 | | | | | | 613 | | | | | | 6,854 | | | | | | 2,776 | | | | | | 202 | | % | | | | 453 | | % |

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

| Advanced projects, start-up, development and other | | | 11,817 | | | | | | 4,573 | | | | | | 140 | | | | | | 7,244 | | | | | | 4,433 | | | | | | 158 | | % | | | | n.m. | | |

| Royalty expense | | | — | | | | | | — | | | | | | 2,406 | | | | | | — | | | | | | (2,406) | | | | | | n.m. | | | | | | (100) | | % |

| Settlement charge | | | — | | | | | | — | | | | | | 66,615 | | | | | | — | | | | | | (66,615) | | | | | | n.m. | | | | | | (100) | | % |

n.m.

(2)See the [“Non-GAAP Financial Measures”](#i19308d1ceae24740b4c66aca7816bb0b_118) section below.

Revenue consists primarily of product sales, which pertain to our sales of rare earth concentrate principally to Shenghe under the Original Offtake Agreement, the A&R Offtake Agreement, or the Offtake Agreement.

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

REO sales volume and REO production volume were relatively unchanged for the year ended December 31, 2022, as compared to the prior year, with higher ore feed rates largely offsetting lower ore feed grade.

Cost of sales for the year ended December 31, 2022, increased year over year primarily due to increase in production cost per REO from $1,493 for the year ended December 31, 2021, to $1,728 for the year ended December 31, 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.

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

The solvent extraction and finishing processes are highly reliant upon [removed: standard] commodity reagents.

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

We had cash, cash equivalents and short-term investments totaling [removed: $1,182.3] [added: $997.8] million as of December 31, [removed: 2022,] [added: 2023,] of which [removed: $1,175.0] [added: $995.0] million was invested in money market funds, U.S. Treasury and agency [removed: securities.][added: securities, commercial paper and certificates of deposit.]

[removed: Fixed rate] [added: Fixed-rate] securities may have their market value adversely affected due to a rise in interest rates.

As of December 31, [removed: 2022,] [added: 2023,] 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.

NdPr represents a significant portion of the economic value of our rare earth concentrate.

Our rare earth concentrate contains a significant amount of NdPr.

The [removed: Company currently produces a] rare earth concentrate [removed: that] is principally sold pursuant to the Offtake Agreement (as defined in [removed: [Note 3](#i19308d1ceae24740b4c66aca7816bb0b_160) [“](#i19308d1ceae24740b4c66aca7816bb0b_160)[Relationship and Agreements](#i19308d1ceae24740b4c66aca7816bb0b_160) [with Shenghe](#i19308d1ceae24740b4c66aca7816bb0b_160)[,](#i19308d1ceae24740b4c66aca7816bb0b_160)[”](#i19308d1ceae24740b4c66aca7816bb0b_160)] [added: [Note](#id60391492cf54e72a8c63cc5405338ef_205) 20[, “Related Party Transactions,”](#id60391492cf54e72a8c63cc5405338ef_205)] in the notes to the Consolidated Financial Statements) to Shenghe (as defined in the [removed: [“](#i19308d1ceae24740b4c66aca7816bb0b_37)[Cust](#i19308d1ceae24740b4c66aca7816bb0b_37)[omers](#i19308d1ceae24740b4c66aca7816bb0b_37)[”](#i19308d1ceae24740b4c66aca7816bb0b_37)] [added: [“Customers”](#id60391492cf54e72a8c63cc5405338ef_37)] section below), that, in turn, typically sells that product to refiners in China.

[removed: Upon completing] [added: Following the] commissioning of the [added: Company’s] Stage II optimization project (“Stage [removed: II”),] [added: II”) in] the [added: third quarter of 2023, the] Company [removed: anticipates] [added: began] producing [removed: and selling] separated rare earth products, including neodymium-praseodymium (“NdPr”) [removed: oxide.][added: oxide, that it began selling to customers globally in the fourth quarter of 2023.]

[removed: In addition, as a part of its Stage III downstream expansion strategy (“Stage III”),] [added: The Company, which is headquartered in Las Vegas, Nevada, owns and operates] the [removed: Company] [added: Mountain Pass Rare Earth Mine and Processing Facility (“Mountain Pass”), the only rare earth mining and processing site of scale in North America, and] is constructing [removed: its initial] [added: a] rare earth metal, alloy and magnet manufacturing facility in Fort Worth, Texas (the “Fort Worth Facility”), where [removed: it] [added: the Company] anticipates [removed: manufacturing, among other products,] [added: manufacturing] neodymium-iron-boron (“NdFeB”) permanent [removed: magnets.][added: magnets and its precursor products.]

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

The rapid growth of these and other [removed: advanced motion technologies] [added: end-use markets] is expected to drive substantial demand growth for NdPr and NdFeB [removed: magnets.][added: magnets in the years ahead.]

Lanthanum, cerium, [removed: praseodymium and] [added: praseodymium,] neodymium [added: and promethium] are considered “light” REE (“LREE”); samarium, europium and gadolinium are often referred to as “medium” REE; while terbium, dysprosium, holmium, erbium, thulium, ytterbium and lutetium are considered “heavy” REE (“HREE”).

The REE in the Mountain Pass ore body are contained primarily within bastnaesite and related minerals in which LREE [removed: dominate.][added: are most abundant.]

The aggregate global market for rare earth oxides (“REO”) totaled approximately [removed: 186,000] [added: 209,000] metric tons (“MTs”) in [removed: 2022] [added: 2023] and is expected to grow at a compound annual growth rate (“CAGR”) of approximately [removed: 4.1%] [added: 6.1%] through [removed: 2030,] [added: 2035,] according to research by [removed: the CRU Group (“CRU”).][added: Adamas Intelligence Inc. (“Adamas”).]

Further, [removed: CRU] [added: Adamas] estimates that the NdPr segment of the REO market, which makes up [removed: the] [added: a] significant majority of the market value, is expected to grow at an [removed: 8.6%] [added: 8.5%] CAGR through [removed: 2030] [added: 2035] (excluding the impact of [removed: closed loop] [added: swarf] recycling), well in excess of the overall REO market.

- Critical Defense Systems: guidance and control systems, communications, [added: avionics,] global positioning systems, radar and sonar, drones, [added: thermal barrier coatings] and [removed: railguns;] [added: firearms;] and

[removed: Upon full commissioning of these process steps,] [added: In 2023,] the Company [removed: will] [added: commenced midstream operations (“Stage II”), which consist of the latter three primary process steps to] produce separated rare earth products that [removed: will be] [added: are] marketed directly to end users and [added: indirectly] via distributors, with revenue generated primarily from the magnet supply chain.

Lastly, the Company [removed: has begun construction of the] [added: is establishing downstream (“Stage III”) capabilities at its] Fort Worth Facility to convert a portion of the REO produced at Mountain Pass into rare earth [removed: metal, alloy,] [added: magnets] and [removed: magnet] [added: its precursor] products to be marketed directly to end users.

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

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

Together, these changes materially increased plant uptime and reliability driving enhanced flotation throughput, REO recovery and production as well as tailings facility reliability and throughput at a [removed: significantly] lower cost per processed ton.

The [removed: Company also believes that its] [added: Company’s] Stage I [removed: efforts] [added: optimization plan] enabled it to achieve [added: what the Company believes to be] world-class production cost levels for rare earth concentrate.

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

The project incorporated upgrades and enhancements to the prior facility process flow [added: intended] to reliably produce separated REE at a [removed: lower] [added: low] cost [removed: and with an expected smaller environmental footprint per unit of REO produced.][added: while minimizing the impact on the environment.]

[removed: As part of Stage II,] [added: More specifically,] the Company [removed: has] reintroduced an oxidizing roasting circuit, reoriented [removed: parts] [added: portions] of the plant process flow, increased product finishing capacity, improved wastewater management, and made other improvements to materials handling and storage.

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

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

In February 2022, the Company was awarded a $35.0 million contract by the Department of Defense’s Office of Industrial Base [added: Policy, Industrial Base] Analysis and Sustainment [removed: Program] [added: program,] to design and build a facility to process HREE.

Successful completion of this project will establish, for the first time in many years, commercial-scale processing and separation of HREE in support of commercial and defense applications in the [removed: United States.][added: U.S. The HREE processing and separations facility (the “HREE Facility”) will be built at Mountain Pass and will be integrated into the rest of the Company’s Stage I and Stage II facilities.]

The Company’s mission is to restore the full rare earth magnetics supply chain to the U.S. by pursuing opportunities to integrate further downstream [removed: into] [added: by] converting NdPr [added: oxide] into [removed: metal, alloy, and] permanent [removed: magnet] [added: magnets and precursor] products, as well as advancing magnet recycling capabilities.

In February 2022, the Company commenced construction of [removed: its initial] [added: a] rare earth metal, alloy and magnet manufacturing facility in Fort Worth, Texas, completing the building [removed: shell] [added: and office space] in [removed: September 2022.][added: November 2023.]

As currently designed, the Company expects the Fort Worth Facility [removed: will] [added: to] produce approximately 1,000 MTs of finished rare earth magnets per year, sufficient to power [removed: approximately 500,000 EV] [added: more than 700,000 electric vehicle] motors annually.

The rare earth [removed: alloy] [added: magnets] and [removed: magnet] [added: precursor] products produced may also support other key markets, including clean energy, electronic and defense technologies.

The Fort Worth Facility [removed: will serve] [added: serves] as the business and engineering headquarters for the Company’s [removed: growing] magnetics division.

[removed: In] [added: Additionally, in] April 2022, the Company entered into a long-term [removed: supply] agreement with General Motors Company (NYSE: GM) (“GM”) to supply U.S.-sourced and manufactured rare earth [removed: materials, alloy] [added: materials] and finished magnets for the electric motors in more than a dozen models [removed: using] [added: based on] GM’s Ultium Platform.

The [added: Company’s] vertical integration into magnet production would establish MP Materials as the first and only fully-integrated source of supply for rare earth magnets in the Western Hemisphere.

Upon [removed: the full commissioning] [added: achieving our designed throughput] of [removed: Stage II,] [added: separated products,] the Company believes Mountain Pass will be one of the largest, most advanced and efficient fully-integrated REO processing facilities in the world, and the only such facility located in the Western Hemisphere.

In addition, the U.S. government is actively seeking to end the country’s reliance on foreign REE sources, and the Company believes that its constructive relationship with key regulatory agencies and the relative stability of U.S. policies [removed: provides] [added: provide] it with an advantage relative to non-U.S. REE producers.

The global effort to curb carbon emissions and address climate change often focuses on the impact of the transportation [removed: system, and the Company believes that its products will play a significant role in advancing those efforts.][added: system.]

To date, nearly all U.S. states and the District of Columbia have mandated or offer incentives to support deployment of [removed: EVs] [added: xEVs] or alternative fuel vehicles and supporting infrastructure, either through state legislation or private utility incentives within the state, with similar mandates and incentives in other countries globally.

[added: Additionally, on August 16, 2022, the U.S. government enacted the] Inflation Reduction Act of [removed: 2022] [added: 2022,] which, among other things, provides several tax incentives to promote clean [removed: energy,] [added: energy adoption,] including tax credits on the purchase of [removed: EVs.][added: xEVs and the production of certain critical minerals such as NdPr oxide.]

The NdPr [removed: product] [added: oxide] that the Company [removed: intends to produce] [added: began producing in the third quarter of 2023] at Mountain Pass is essential to the permanent magnet motor technology deployed in [removed: the] [added: a] significant majority of current [removed: EVs.][added: xEVs.]

[removed: MP Materials is committed to protecting biodiversity and the] [added: The] Company’s environmental management plans cover biodiversity impacts, waste and noise management, air and water pollution, water extraction and discharge, as well as natural resource [added: disturbance] and toxic chemical usage.

The Company believes [removed: that its] [added: this] commitment to [removed: environmentally] responsible production of REO [removed: will be] [added: is] a strong competitive [removed: advantage in building relationships with EV manufacturers, who share this commitment to sustainability.][added: advantage.]

To meet the growth in demand for [removed: EVs,] [added: xEVs,] the Company believes automotive OEMs will redesign their supply chains to ensure a ready and stable supply of rare earth products as they transition their [removed: engine, transmission and motor manufacturing] facilities to build [removed: EV] [added: electric vehicle] components.

[removed: Its] [added: The Company’s] production achievements in Stage I have provided economies of scale to lower production costs per unit of REO produced in concentrate.

The Company produces rare earth concentrate products as well as refined rare earth oxides and related products.

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

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.

When compared to industrial elements found in nature, such as aluminum, copper, and lead, the global annual production of REE is noticeably low.

However, REE have become crucial enablers of technologies that are at the core of climate change initiatives worldwide, as well as ubiquitous gadgets, electronics, and robotics that have permeated modern society.

REE are used in small, but often necessary, amounts in hundreds of different technologies, materials, and chemicals worldwide for commercial, industrial, social, medical, and environmental applications.

In just a period of decades, REE have deeply integrated into the foundation of modern technology and industry, and have proven to be difficult to duplicate or replace.

NdPr is primarily used in NdFeB permanent magnets for EV traction motors, wind power generators, drones, robotics, electronics and a growing list of other applications.

- Electric Mobility: traction motors in passenger xEVs, commercial xEVs, special purpose vehicles, two-wheelers, and other applications;

- Renewable Power Generation: wind power generators, for on- and offshore applications;

- Energy-Efficient Motors, Pumps and Compressors: heating, ventilation and air conditioning (“HVAC”) systems, elevators, escalators, consumer appliances and other industrial applications;

*•*Industrial and Service Robotics: motors, actuators, brakes and sensors used in industrial robots and welders, as well as service robots;

*•*Consumer and Medical Applications: smart phones, tablets, laptops, hard disk drives, audio speakers, microphones, cameras, printers, cordless power tools as well as fiber optics, laser crystals, x-ray equipment, prostheses, dental crowns and more;

- Catalysts and Phosphors: catalysts for vehicle emissions reduction and fuel refining, as well as phosphors for energy-efficient lighting and counterfeit currency detection.

Through its upstream operations (“Stage I”) (discussed below), which are comprised of the first two of these process steps, the Company produces rare earth concentrate that is marketed to refiners via a distribution arrangement.

Since the implementation of the Company’s Stage I optimization plan and the achievement of commercial production of concentrate, the Company’s quarterly REO Production Volume (as defined in [Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations](#id60391492cf54e72a8c63cc5405338ef_91)) has exceeded 8,500 MTs, and the Company has achieved at least 40,000 MTs of annual REO Production Volume since 2021.

In November 2023, the Company announced its “Upstream 60K” strategy whereby the Company intends to grow its annual REO Production Volume to approximately 60,000 MTs by expanding upstream capacity via investments in further beneficiation, including the ability to process alternative feedstocks and upgrade lower-grade feedstocks.

The Company aims to achieve this initiative within the next four years with modest incremental capital investment.

Additionally, roasting facilitates a lower temperature leach that reduces maintenance costs and downtime.

During the third quarter of 2023, the Company began producing separated rare earth products.

However, the Company expects that it may take several quarters to achieve its designed throughput of separated products.

As the Company increases production of separated products over time, it expects to improve the Company’s per-unit costs of NdPr oxide, which represents a majority of the value contained in the Company’s concentrate.

In addition, in the fourth quarter of 2023, the Company began utilizing a tolling partner in Southeast Asia to process the Company’s NdPr oxide into NdPr metal for delivery to the Company’s customers globally.

The Company aims to provide users of rare earths a domestic alternative that helps avoid the risks

associated with the single point-of-failure that Chinese producers represent.

The Company believes that its products will play a large role in advancing those efforts.

MP Materials is committed to environmental responsibility.

Despite the initial phase of NdPr oxide production leading to elevated per-unit costs, the Company anticipates a decrease in per-unit production costs over time as production volumes expand.

Upon achieving the designed throughput of separated products, the Company’s integrated site will incur lower costs of packaging, handling and transportation as compared to competitors who lack co-located processing.

The Company intends

Throughout 2023, in living up to the owner-operator culture, all employees received a time-vested equity grant at the time of joining the Company.

Employees

The Company is committed to creating employment opportunities for U.S. workers, and with the completion of the initial commissioning of Stage II, the Company has added approximately 200 employees over the past two years.

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.

As of December 31, 2023, the Company had completed over 1,300 days without a lost-time injury.

As of December 31, 2023, women represented 28%

In addition, the Company has partnered with educational institutions, governmental authorities and strategic outside organizations to further enhance and improve access to the talent required to advance the Company’s mission.

Ltd. (“Shenghe”) under the terms of the Offtake Agreement, which became effective in March 2022.

In January 2024, the Company entered into a new offtake agreement with Shenghe (the “New Offtake Agreement”), that replaced and extended the Offtake Agreement.

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

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

Rare earth elements are fundamental building blocks of the modern economy, impacting trillions of dollars in global economic activity through the enablement of transportation, clean energy, robotics, national defense, and consumer electronics products, among others.

NdPr is most often utilized in NdPr magnets, which are also commonly referred to as “neo,” “NdFeB,” “NIB,” or permanent magnets, and are made predominantly from an alloy of NdPr, iron and boron.

NdFeB magnets are the most widely used type of rare earth magnets and are critical for many advanced technologies that are experiencing strong secular growth, including EVs, drones, defense systems, wind turbines, robotics and many others.

- Clean-Energy and Transportation Technologies: traction motors in EVs and hybrid electric vehicles, and generators in wind power turbines;

- 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 ventilators, precision actuators, and optical sensors;

- Essential Industrial Infrastructure: power tools, pollution-control systems in traditional internal-combustion automobiles, glass polishing, and LED lighting and phosphors.

Having completed Stage I of its optimization plan (“Stage I”) (discussed below), the Company is engaged in the first two of these steps at scale.

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.

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.

The reintroduction of the oxidizing roasting circuit 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.

tetravalent cerium that has a low propensity to dissolve, enabling cerium to be separated expediently along with other insoluble gangue elements without selective extraction.

Upon reaching run-rate production of REE in Stage II, the Company expects to be a global low-cost, high-volume producer of NdPr oxide, which represents a majority of the value contained in its concentrate.

The HREE processing and separations facility (the “HREE Facility”) will be built at Mountain Pass and will be integrated into the rest of the Company’s Stage I and Stage II facilities.

The Company also expects to supply rare earth alloy flake to other magnet producers to help develop a diverse and resilient U.S. magnet supply chain.

The Company aims to reinvigorate the industrial history of the rare earths supply chain that originated in the United States and provide a domestic alternative to both current and future users of rare earths that helps them avoid the risks associated with the single point-of-failure currently represented by China in the global rare earth supply chain.

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

In living up to the owner-operator culture, in 2022, the Company issued a time-vested grant to all then-active, non-executive employees to celebrate the five-year anniversary of MP Materials.

Workforce Composition

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

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

In addition, through continued commitment to monitor, assess and implement guidance and best practices recommended by the World Health Organization and Centers for Disease Control, the Company has been able to maintain the continuity of the essential services that it provides to its customers, while also managing the continued COVID-19 pandemic and promoting the health, safety, and well-being of its employees, suppliers and communities.

As the Company progresses with its Stage II and Stage III projects, it will continue to strive to assemble a diverse and inclusive workforce.

For certain rare earth products where the market demand is high, the Company may decide not to enter into letters of intent or contracts prior to commencing commercial production.

Outside of China, there are only two other producers operating at scale, MP Materials and Lynas Rare Earths Ltd., which processes its rare earth materials in Malaysia.

webcasts.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

[removed: ][added: ]

Pavilion Center Drive, [removed: 8th Floor][added: Suite 800]

As of June 30, [removed: 2022,] [added: 2023,] the aggregate market value of the voting common stock held by non-affiliates of the registrant was approximately [removed: $3.4] [added: $3.6] 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: 2022.][added: 2023.]

As of February [removed: 17, 2023,] [added: 20, 2024,] the number of shares of the registrant’s common stock outstanding was [removed: 177,617,795.][added: 178,077,678.]

Portions of the registrant’s definitive [removed: 2023] [added: 2024] 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](#i19308d1ceae24740b4c66aca7816bb0b_16)] [added: Business](#id60391492cf54e72a8c63cc5405338ef_16)] | | | [removed: [1](#i19308d1ceae24740b4c66aca7816bb0b_16)] [added: [1](#id60391492cf54e72a8c63cc5405338ef_16)] | | |

| [Item 1A. Risk [removed: Factors](#i19308d1ceae24740b4c66aca7816bb0b_61)] [added: Factors](#id60391492cf54e72a8c63cc5405338ef_61)] | | | [removed: [9](#i19308d1ceae24740b4c66aca7816bb0b_61)] [added: [9](#id60391492cf54e72a8c63cc5405338ef_61)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#i19308d1ceae24740b4c66aca7816bb0b_64)] [added: Comments](#id60391492cf54e72a8c63cc5405338ef_64)] | | | [removed: [24](#i19308d1ceae24740b4c66aca7816bb0b_64)] [added: [25](#id60391492cf54e72a8c63cc5405338ef_64)] | | |

| [Item 2. [removed: Properties](#i19308d1ceae24740b4c66aca7816bb0b_67)] [added: Properties](#id60391492cf54e72a8c63cc5405338ef_67)] | | | [removed: [25](#i19308d1ceae24740b4c66aca7816bb0b_67)] [added: [25](#id60391492cf54e72a8c63cc5405338ef_67)] | | |

| [Item 3. Legal [removed: Proceedings](#i19308d1ceae24740b4c66aca7816bb0b_79)] [added: Proceedings](#id60391492cf54e72a8c63cc5405338ef_76)] | | | [removed: [32](#i19308d1ceae24740b4c66aca7816bb0b_79)] [added: [33](#id60391492cf54e72a8c63cc5405338ef_76)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#i19308d1ceae24740b4c66aca7816bb0b_82)] [added: Disclosures](#id60391492cf54e72a8c63cc5405338ef_79)] | | | [removed: [32](#i19308d1ceae24740b4c66aca7816bb0b_82)] [added: [33](#id60391492cf54e72a8c63cc5405338ef_79)] | | |

| [Item 5. Market for [removed: Registrant](#i19308d1ceae24740b4c66aca7816bb0b_88)[’](#i19308d1ceae24740b4c66aca7816bb0b_94)[s] [added: Registrant](#id60391492cf54e72a8c63cc5405338ef_85)[’](#id60391492cf54e72a8c63cc5405338ef_91)[s] Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i19308d1ceae24740b4c66aca7816bb0b_88)] [added: Securities](#id60391492cf54e72a8c63cc5405338ef_85)] | | | [removed: [32](#i19308d1ceae24740b4c66aca7816bb0b_88)] [added: [33](#id60391492cf54e72a8c63cc5405338ef_85)] | | |

| [Item 6. [removed: \[Reserved\]](#i19308d1ceae24740b4c66aca7816bb0b_91)] [added: \[Reserved\]](#id60391492cf54e72a8c63cc5405338ef_88)] | | | [removed: [33](#i19308d1ceae24740b4c66aca7816bb0b_91)] [added: [34](#id60391492cf54e72a8c63cc5405338ef_88)] | | |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i19308d1ceae24740b4c66aca7816bb0b_94)] [added: Operations](#id60391492cf54e72a8c63cc5405338ef_91)] | | | [removed: [34](#i19308d1ceae24740b4c66aca7816bb0b_94)] [added: [35](#id60391492cf54e72a8c63cc5405338ef_91)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#i19308d1ceae24740b4c66aca7816bb0b_127)] [added: Risk](#id60391492cf54e72a8c63cc5405338ef_124)] | | | [removed: [48](#i19308d1ceae24740b4c66aca7816bb0b_127)] [added: [51](#id60391492cf54e72a8c63cc5405338ef_124)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#i19308d1ceae24740b4c66aca7816bb0b_130)] [added: Data](#id60391492cf54e72a8c63cc5405338ef_127)] | | | [removed: [50](#i19308d1ceae24740b4c66aca7816bb0b_130)] [added: [53](#id60391492cf54e72a8c63cc5405338ef_127)] | | |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i19308d1ceae24740b4c66aca7816bb0b_214)] [added: Disclosure](#id60391492cf54e72a8c63cc5405338ef_211)] | | | [removed: [84](#i19308d1ceae24740b4c66aca7816bb0b_214)] [added: [86](#id60391492cf54e72a8c63cc5405338ef_211)] | | |

| [Item 9A. Controls and [removed: Procedures](#i19308d1ceae24740b4c66aca7816bb0b_217)] [added: Procedures](#id60391492cf54e72a8c63cc5405338ef_214)] | | | [removed: [84](#i19308d1ceae24740b4c66aca7816bb0b_217)] [added: [86](#id60391492cf54e72a8c63cc5405338ef_214)] | | |

| [Item 9B. Other [removed: Information](#i19308d1ceae24740b4c66aca7816bb0b_220)] [added: Information](#id60391492cf54e72a8c63cc5405338ef_217)] | | | [removed: [84](#i19308d1ceae24740b4c66aca7816bb0b_220)] [added: [86](#id60391492cf54e72a8c63cc5405338ef_217)] | | |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions [removed: That] [added: that] Prevent [removed: Inspections](#i19308d1ceae24740b4c66aca7816bb0b_223)] [added: Inspections](#id60391492cf54e72a8c63cc5405338ef_220)] | | | [removed: [84](#i19308d1ceae24740b4c66aca7816bb0b_223)] [added: [86](#id60391492cf54e72a8c63cc5405338ef_220)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i19308d1ceae24740b4c66aca7816bb0b_229)] [added: Governance](#id60391492cf54e72a8c63cc5405338ef_226)] | | | [removed: [85](#i19308d1ceae24740b4c66aca7816bb0b_229)] [added: [87](#id60391492cf54e72a8c63cc5405338ef_226)] | | |

| [Item 11. Executive [removed: Compensation](#i19308d1ceae24740b4c66aca7816bb0b_232)] [added: Compensation](#id60391492cf54e72a8c63cc5405338ef_229)] | | | [removed: [85](#i19308d1ceae24740b4c66aca7816bb0b_232)] [added: [87](#id60391492cf54e72a8c63cc5405338ef_229)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i19308d1ceae24740b4c66aca7816bb0b_235)] [added: Matters](#id60391492cf54e72a8c63cc5405338ef_232)] | | | [removed: [85](#i19308d1ceae24740b4c66aca7816bb0b_235)] [added: [87](#id60391492cf54e72a8c63cc5405338ef_232)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i19308d1ceae24740b4c66aca7816bb0b_238)] [added: Independence](#id60391492cf54e72a8c63cc5405338ef_235)] | | | [removed: [85](#i19308d1ceae24740b4c66aca7816bb0b_238)] [added: [87](#id60391492cf54e72a8c63cc5405338ef_235)] | | |

| [Item 14. Principal Accountant Fees and [removed: Services](#i19308d1ceae24740b4c66aca7816bb0b_241)] [added: Services](#id60391492cf54e72a8c63cc5405338ef_238)] | | | [removed: [85](#i19308d1ceae24740b4c66aca7816bb0b_241)] [added: [87](#id60391492cf54e72a8c63cc5405338ef_238)] | | |

| [Item 15. Exhibit and Financial Statement [removed: Schedules](#i19308d1ceae24740b4c66aca7816bb0b_247)] [added: Schedules](#id60391492cf54e72a8c63cc5405338ef_244)] | | | [removed: [85](#i19308d1ceae24740b4c66aca7816bb0b_247)] [added: [87](#id60391492cf54e72a8c63cc5405338ef_244)] | | |

| [Item 16. Form 10-K [removed: Summary](#i19308d1ceae24740b4c66aca7816bb0b_250)] [added: Summary](#id60391492cf54e72a8c63cc5405338ef_247)] | | | [removed: [87](#i19308d1ceae24740b4c66aca7816bb0b_250)] [added: [89](#id60391492cf54e72a8c63cc5405338ef_247)] | | |

Certain statements included in this Annual Report on Form 10-K for the year ended December 31, [removed: 2022] [added: 2023] (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 Exchange Act of 1934, as amended.

- uncertainties regarding the growth of existing and emerging uses for rare earth products and ability to compete with substitutions for [removed: rare earth minerals;][added: such products;]

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

- unanticipated costs or delays associated with [added: the ramp-up of] our Stage II optimization project;

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

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

- potential power shortages and interruptions at [added: the] Mountain [removed: Pass;][added: Pass Rare Earth Mine and Processing Facility;]

- risks associated with the inherent dangers involved in mining activity and [removed: metal and alloy manufacturing;][added: manufacturing of magnet materials;]

- ability to maintain our governmental licenses, registrations, permits, and approvals [added: with numerous governmental agencies] necessary for us to operate our business;

Risk [removed: Factors”](#i19308d1ceae24740b4c66aca7816bb0b_61)] [added: Factors”](#id60391492cf54e72a8c63cc5405338ef_61)] of this Annual Report.

Risk [removed: Factors.”](#i19308d1ceae24740b4c66aca7816bb0b_61)] [added: Factors.”](#id60391492cf54e72a8c63cc5405338ef_61)] The risks described within [“Part I, Item 1A.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [PART I](#id60391492cf54e72a8c63cc5405338ef_13) | | | | | |

| [I](#id60391492cf54e72a8c63cc5405338ef_871)[tem 1C. Cybersecurity](#id60391492cf54e72a8c63cc5405338ef_871) | | | [25](#id60391492cf54e72a8c63cc5405338ef_871) | | |

| [PART II](#id60391492cf54e72a8c63cc5405338ef_82) | | | | | |

| [PART III](#id60391492cf54e72a8c63cc5405338ef_223) | | | | | |

| [PART IV](#id60391492cf54e72a8c63cc5405338ef_241) | | | | | |

| [Signatures](#id60391492cf54e72a8c63cc5405338ef_250) | | | [90](#id60391492cf54e72a8c63cc5405338ef_250) | | |

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

- regulatory and business risks associated with the Company’s investment in VREX Holdco Pte.

Ltd.;

| [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;

- uncertainties relating to the COVID-19 pandemic;

The Company’s information security program is managed by a dedicated Chief Technology Officer (“CTO”), who has over 25 years of professional experience within information technology roles, including 15 years of security consulting experience.

The CTO leads the information technology department, which is responsible for enterprise-wide cybersecurity strategy, policy, standards, architecture, and processes.

The Company’s Cybersecurity Incident Response Committee (the “CIRC”), which is comprised of the Company’s CTO, Chief Financial Officer, General Counsel, Senior Vice President of Financial Reporting and Technical Accounting, and Senior Director of Internal Audit, meets periodically and more often, as needed, in the event cybersecurity incidents are identified.

As part of the Company’s overall risk assessment process, the enterprise risk management framework considers cybersecurity risk alongside other company risks.

The Company’s internal audit department collaborates with the Company’s information technology department to gather insights for assessing, identifying and managing cybersecurity threat risks, their severity, and potential mitigations.

The Company actively engages with key vendors, industry participants, and intelligence and law enforcement communities as part of its continuing efforts to evaluate and enhance the effectiveness of its information security policies and procedures.

In addition, the Company’s vendor management program addresses cybersecurity risks associated with its use of third-party service providers including suppliers, software and cloud-based service providers.

The Company proactively evaluates the cybersecurity risk of a third party by utilizing a repository of risk assessments, external monitoring sources, threat intelligence during contracting, and vendor selection processes.

Security issues are documented and tracked, and periodic monitoring of third parties is conducted in an effort to mitigate risk.

The Company’s CTO provides periodic reports to the Audit Committee of the Company’s Board of Directors, as well as the CIRC, as appropriate.

These periodic reports include updates on the Company’s cyber risks and threats, the status of projects to strengthen its information security systems, assessments of the information security program, and the emerging threat landscape.

The information security program is regularly evaluated by the CTO with the results of those reviews reported to the CIRC, the Audit Committee of the Company’s Board of Directors, and the Board of Directors, as appropriate.

Cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected nor are they reasonably likely to affect the Company, including its business strategy, results of operations or financial condition.

The Company owns and 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, [removed: Nevada] [added: Nevada,] near Mountain Pass, San Bernardino County, [removed: California] [added: 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 [removed: crusher and] [added: crusher, a] mill/flotation plant, [added: hydrometallurgy facilities,] separation plants, product finishing facilities, tailings processing and storage facilities, a water treatment plant, [removed: a] [added: an idle] 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 [removed: majority of the Company’s] [added: Mountain Pass] facilities and [removed: infrastructure currently used to produce a rare earth concentrate] [added: infrastructure, the majority of which] were [removed: completed] [added: constructed] between 2012 and [removed: 2015, is] [added: 2023, are] in good operating [removed: condition,] [added: condition] and [removed: benefits] [added: benefit] from routine maintenance.

[removed: Recommissioning] [added: In 2023, the Company completed recommissioning] activities [removed: are currently underway] on [removed: certain] [added: its] previously idle [added: separation] facilities [added: at Mountain Pass] and [removed: infrastructure that the Company expects to use] [added: completed construction of new assets, which are utilized] to separate [removed: its] rare earth concentrate into other products, including NdPr [removed: oxide, with recommissioning activities completed for certain of the assets.][added: oxide.]

The [added: net] carrying amount of [removed: the] property, plant and equipment used in the operation of Mountain Pass was approximately [removed: $443] [added: $577] million as of December 31, [removed: 2022.][added: 2023.]

[removed: Approximately] [added: As of December 31, 2023, approximately] 1,118 acres of the 2,222 acres [removed: are currently] [added: were] in use (e.g., existing buildings, infrastructure or active disturbance).

Portions of the fee lands, none of which are actively being mined or are currently anticipated to be mined for the purpose of recovering ore, are subject to mineral reservations in favor of the [removed: United States] [added: U.S.] for some properties and the State of California for other properties.

[removed: ][added: ]

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

(1)See the [“Rare Earth Resources and [removed: Reserves”](#i19308d1ceae24740b4c66aca7816bb0b_76)] [added: Reserves”](#id60391492cf54e72a8c63cc5405338ef_73)] section below for definition.

The Company owns approximately 18 acres of land in Fort Worth, Texas, on which it is [removed: building] [added: constructing] a metal, alloy, and magnet manufacturing facility as [removed: a] part of its Stage III strategy.

Pavilion Center Drive, [removed: 8th Floor,] [added: Suite 800,] Las Vegas, Nevada 89135.

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

[added: Pursuant to the requirements of Regulation S-K Subpart 1300 (“S-K 1300”),] SRK prepared a pre-feasibility level Technical Report Summary for Mountain Pass with an effective date of [removed: September 30, 2021] [added: October 1, 2023] (the [removed: “2021] [added: “2023] TRS”) (refer to [Exhibit [removed: 96.1](https://www.sec.gov/Archives/edgar/data/1801368/000180136822000010/d215279dex961.htm)] [added: 96.1](https://www.sec.gov/Archives/edgar/data/1801368/000180136824000014/d781499dex961.htm)] to this Annual Report).

The mineral [removed: resources] [added: resource] and mineral [removed: reserves] [added: reserve] estimated in the [removed: 2021] [added: 2023] TRS were subsequently depleted by SRK to present an estimate of [removed: the Company’s] [added: our] resources and reserves as of December 31, [removed: 2021, as disclosed in the Company’s annual report on Form 10-K for the year ended December 31, 2021.][added: 2023.]

The [removed: further] depletion removed by SRK [removed: in this Annual Report] represents resources and reserves that were extracted from the Mountain Pass open pit from [removed: January] [added: October] 1, [removed: 2022,] [added: 2023,] through December 31, [removed: 2022.][added: 2023.]

A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off [removed: grade,] [added: grade (“COG”),] likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable.

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

An economic [removed: cut-off grade (“COG”)] [added: COG] of [removed: 2.28%] [added: 2.18%] TREO has been developed to ensure that material reported as a mineral resource can satisfy the definition of having reasonable prospects for economic extraction [removed: (“RPEE”)] as required for [added: the] SEC definition.

A description of the methodology used to calculate mineral resources is provided in [Exhibit [removed: 96.1](https://www.sec.gov/Archives/edgar/data/1801368/000180136822000010/d215279dex961.htm)] [added: 96.1](https://www.sec.gov/Archives/edgar/data/1801368/000180136824000014/d781499dex961.htm)] to this Annual Report.

[removed: From 2023 onward, it was] [added: For economic modeling of the mineral reserves, SRK] assumed that [removed: the Company] [added: 2024 production] will [removed: operate] [added: be] a [removed: separations facility at Mountain Pass that will allow the Company to separate] [added: combination of] bastnaesite concentrate [removed: into] [added: sales and sales of] four individual REO [removed: products for sale:] [added: products:] neodymium and praseodymium (previously defined as “NdPr”) [removed: oxide,] [added: oxide;] samarium, europium, and gadolinium (“SEG+”) [removed: oxalate,] [added: oxalate;] lanthanum [removed: carbonate,] [added: carbonate;] and cerium chloride.

From this evaluation, pit optimization was performed based on an equivalent concentrate price of [removed: $6,139] [added: $10,836] per dry [removed: short ton (“ST”)] [added: ST] of 60% TREO [removed: concentrate (net of the incremental benefits and costs related to REE separations).][added: concentrate.]

Reserves within the new ultimate pit are sequenced for the remaining [removed: 34-year LoM.][added: 33-year LoM (2024 through 2056).]

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

The calculated COG for the reserves is [removed: 2.49%] [added: 2.43%] TREO, which was applied to indicated blocks contained within an ultimate pit, the design of which was guided by economic pit optimization.

The optimized pit shell selected to guide final pit design was based on a combination of the revenue factor (“RF”) [removed: 0.45] [added: 0.70] pit (used on the north half of the deposit) and the RF 1.00 pit shell (used on the south half of the deposit).

The inter-ramp pit slopes used for the [added: mineral reserves pit] design are based on geotechnical studies and range from [removed: 42°] [added: 44°] to 47°.

A description of the methodology used to calculate mineral reserves is provided in [Exhibit [removed: 96.1](https://www.sec.gov/Archives/edgar/data/1801368/000180136822000010/d215279dex961.htm)] [added: 96.1](https://www.sec.gov/Archives/edgar/data/1801368/000180136824000014/d781499dex961.htm)] to this Annual Report.

As of December 31, [removed: 2022,] [added: 2023,] SRK estimates total indicated resources of [removed: 1.43] [added: 1.45] million [removed: short tons (“STs”)] [added: STs] with an average grade of [removed: 2.83%] [added: 2.75%] TREO and [removed: 8.90] [added: 9.09] million STs of inferred resources with an average grade of [removed: 5.13%] [added: 5.05%] TREO.

The reference point for [removed: the] mineral resources is in situ material.

| Million Short Tons (dry) | | | TREO(1) (%) | | | La2O3(2) (%) | | | [removed: CeO2] [added: CeO2(2)] (%) | | | [removed: Pr6O11] [added: Pr6O11(2)] (%) | | | [removed: Nd2O3] [added: Nd2O3(2)] (%) | | | [removed: Sm2O3] [added: Sm2O3(2)] (%) | | | | | | | | | | | |

| [removed: Total] Indicated [removed: | | |] [added: Mineral Resources] | | | [added: December 31, 2022] | | | 1.43 | | | 2.83 | | | 0.92 | | | 1.41 | | | 0.12 | | | 0.34 | | | 0.03 | | |

| Inferred | | | Within the Reserve Pit | | | [removed: 2.28-2.49] [added: 2.18] | | | [removed: 6.80] [added: 6.68] | | | [removed: 5.54] [added: 5.52] | | | 1.80 | | | [removed: 2.77] [added: 2.75] | | | 0.23 | | | 0.67 | | | 0.05 | | |

[removed: - The Mineral Resource] [added: *•*The mineral resource] model has been depleted for historical mining based on the December 31, [removed: 2022,] [added: 2023,] pit topography.

- Pit optimization [removed: cut-off grade] is based on an average TREO% equivalent concentrate price of [removed: $7,059] [added: $12,461] per [removed: ST of] dry [removed: concentrate (60% TREO, net] [added: ST] of [removed: the incremental benefits and costs related to REE separations),] [added: 60% TREO concentrate,] average mining cost at the pit exit of [removed: $1.825] [added: $1.70] per [added: dry] ST mined plus [removed: $0.018] [added: $0.068] per [added: dry] ST mined for each 15 feet bench above or below the pit exit, combined milling and [removed: G&A] [added: SG&A] costs of [removed: $69.90] [added: $78.94] per [added: dry] ST [added: ore] milled, [added: separations facility costs of $1,551 per dry ST of 60% TREO] concentrate [added: treated,] freight of [removed: $177] [added: $163] per ST of dry [removed: concentrate,] [added: product shipped, sustaining capital costs of $30.48 per dry ST of ore mined,] and [removed: an average] overall pit slope [removed: angle] [added: angles] of [removed: 42°] [added: 39° to 45°] including ramps.

- The mineral resource statement reported herein only includes the [removed: rare earth elements] [added: REE] cerium, lanthanum, neodymium, praseodymium, and samarium (often referred to as [removed: light rare earths).][added: LREE).]

While other [removed: rare earth elements,] [added: REE,] often referred to as [removed: heavy rare earths,] [added: HREE,] are present in the deposit, they are not accounted for in this estimate due to historic data limitations.

The following table is provided to show the change in mineral resources from December 31, [removed: 2021,] [added: 2022,] to December 31, [removed: 2022:][added: 2023:]

| Difference | | | | | | [removed: (0.18)] [added: 0.02] | | | [removed: 0.03] [added: (0.08)] | | | [removed: 0.01] [added: (0.03)] | | | [removed: 0.02] [added: (0.04)] | | | 0.00 | | | [removed: 0.00] [added: (0.01)] | | | (0.01) | | |

The reason for the [removed: difference] [added: differences] between the two estimates [removed: of Inferred resources (a portion of which] is [removed: inside the reserves pit) is] due to [removed: Inferred resources] [added: reserves] that were mined and processed during [removed: 2022.][added: 2023.]

In third quarter of 2023, the Company also commenced production of separated finished rare earth oxides and compounds.

The building and building improvements were substantially completed in the fourth quarter of 2023.

Corporate Office

The lease has an initial term of 91 months expiring in October 2030, with an option to renew for one five-year period at the Company’s election.

The quality analytical database is also supported by a limited

Mineral resources have been constrained within an optimized economic pit shell based on reserve input parameters, with the exception of the assumed equivalent concentrate price ($12,461 per dry short ton (“ST”) of 60% TREO concentrate), which is set 15% higher than the reserves price.

The equivalent concentrate price used for pit optimization reflects the gross contained value realized from sales of the four individual REO products (see below) produced from the onsite separations facility.

The equivalent concentrate price is calculated based on (i) the expected percentage distribution of the REO products in the bastnaesite concentrate, (ii) the expected metallurgical recoveries for the separations facility and (iii) the expected sales prices for the REO products.

For purposes of calculating the end-of-year (“EOY”) 2022 mineral resources, the equivalent concentrate price was reflected net of the operating costs of the separations facility, while the equivalent concentrate price for EOY 2023 mineral resources is reflected gross of these costs, with the operating costs instead included along with the other estimated operating costs (mining; processing; selling, general and administrative (“SG&A”); etc.) that were used in the pit optimization.

During 2023 the Company completed construction of a separations facility at Mountain Pass that allows the Company to separate bastnaesite concentrate into four individual REO products for sale.

The separations facility is currently ramping up and the Company expects the plant to operate at full design capacity by the end of 2024.

The equivalent concentrate price reflects the gross contained value realized from sales of the four individual REO products produced from the onsite separations facility.

The equivalent concentrate price is calculated based on (i) the expected percentage distribution of the REO products in the bastnaesite concentrate, (ii) the expected metallurgical recoveries for the separations facility and (iii) the expected sales prices for the REO products.

For purposes of calculating the EOY 2022 mineral reserves, the equivalent concentrate price was reflected net of the operating costs of the separations facility, while the equivalent concentrate price for EOY 2023 mineral reserves is reflected gross of these costs, with the operating costs instead included along with the other estimated operating costs (mining, processing, SG&A, etc.) that were used in the pit optimization.

| Indicated | | | Within the Reserve Pit | | | 2.18 | | | 0.94 | | | 2.31 | | | 0.75 | | | 1.15 | | | 0.10 | | | 0.28 | | | 0.02 | | |

| Within the Resource Pit | | | 2.18 | | | 0.51 | | | 3.56 | | | 1.16 | | | 1.78 | | | 0.15 | | | 0.43 | | | 0.03 | | | | | |

| Total Indicated | | | | | | 2.18 | | | 1.45 | | | 2.75 | | | 0.89 | | | 1.37 | | | 0.12 | | | 0.33 | | | 0.02 | | |

| Within the Resource Pit | | | 2.18 | | | 2.41 | | | 3.74 | | | 1.22 | | | 1.86 | | | 0.16 | | | 0.45 | | | 0.03 | | | | | |

| Total Inferred | | | | | | 2.18 | | | 9.09 | | | 5.05 | | | 1.65 | | | 2.52 | | | 0.21 | | | 0.61 | | | 0.04 | | |

| Indicated Mineral Resources | | | December 31, 2023 | | | 1.45 | | | 2.75 | | | 0.89 | | | 1.37 | | | 0.12 | | | 0.33 | | | 0.02 | | |

| % Difference(1) | | | | | | 1.4 | | % | (2.8) | | % | (2.8) | | % | (2.7) | | % | (2.0) | | % | (2.1) | | % | (21.6) | | % |

| Inferred Mineral Resources | | | December 31, 2023 | | | 9.09 | | | 5.05 | | | 1.65 | | | 2.52 | | | 0.21 | | | 0.61 | | | 0.04 | | |

| Difference | | | | | | 0.19 | | | (0.08) | | | (0.02) | | | (0.04) | | | (0.01) | | | (0.01) | | | 0.00 | | |

| % Difference(1) | | | | | | 2.1 | | % | (1.7)% | | | (1.3)% | | | (1.8)% | | | (1.7)% | | | (1.8)% | | | (3.8)% | | |

(1)Percentages do not recompute as presented due to rounding.

The difference as compared to the previous year is due to inferred resources located within the mineral reserve pit that were mined and processed during 2023, and a change in the mineral resource COG due to updated project economics.

| Proven | | | Current Stockpiles | | | 0.64 | | | 4.28 | | | 3.68 | | | 0.02 | | |

| Proven Totals | | | 0.64 | | | 4.28 | | | 3.68 | | | 0.02 | | | | | |

| In situ | | | 27.82 | | | 6.25 | | | 6.60 | | | 1.84 | | | | | |

| Probable Totals | | | 27.82 | | | 6.25 | | | 6.60 | | | 1.84 | | | | | |

| Proven + Probable | | | Current Stockpiles | | | 0.64 | | | 4.28 | | | 3.68 | | | 0.02 | | |

| In situ | | | 27.82 | | | 6.25 | | | 6.60 | | | 1.84 | | | | | |

| Proven + Probable Totals | | | 28.46 | | | 6.20 | | | 6.54 | | | 1.86 | | | | | |

| Proven + Probable Reserves | | | December 31, 2023 | | | 28.46 | | | 6.20 | | | 6.54 | | | 1.86 | | |

| Difference | | | | | | (0.84) | | | (0.12) | | | (0.15) | | | (0.10) | | |

| % Difference | | | | | | (2.9)% | | | (1.9)% | | | (2.2)% | | | (5.1)% | | |

Corporate Offices

The lease for the Company’s former corporate office space at 6720 Via Austi Parkway, Suites 450 and 430, Las Vegas, Nevada 89119, expired on December 31, 2022.

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.

Mineral resources have been constrained within an economic pit shell based on reserve input parameters.

For economic modeling, 2022 production was assumed to be bastnaesite concentrate.

| Indicated | | | Within the Reserve Pit | | | 2.28-2.49 | | | 0.91 | | | 2.38 | | | 0.78 | | | 1.19 | | | 0.10 | | | 0.29 | | | 0.02 | | |

| Within the Resource Pit | | | 2.28 | | | 0.52 | | | 3.61 | | | 1.18 | | | 1.80 | | | 0.16 | | | 0.44 | | | 0.03 | | | | | |

| Within the Resource Pit | | | 2.28 | | | 2.10 | | | 3.81 | | | 1.24 | | | 1.90 | | | 0.16 | | | 0.46 | | | 0.03 | | | | | |

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

| 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, 2021 | | | 9.08 | | | 5.10 | | | 1.66 | | | 2.54 | | | 0.22 | | | 0.62 | | | 0.05 | | |

| % 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.

| 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 | | | | | |

- The topography used was from December 31, 2022.

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

| Proven + Probable Reserves | | | December 31, 2021 | | | 30.13 | | | 6.34 | | | 6.72 | | | 2.02 | | |

| 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.

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/1801368/000180136823000009/mpmcexhibit951123122.htm)] [added: 95.1](https://www.sec.gov/Archives/edgar/data/1801368/000180136824000014/mpmcexhibit951123123.htm)] to this Annual Report.

According to Continental Stock Transfer & Trust Company, the Company’s transfer agent, there were [removed: 129] [added: 128] active holders of record of the Company’s common stock as of February 15, [removed: 2023.][added: 2024.]

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 [removed: development projects, including for the completion of] [added: capital expenditures to support] our [removed: Stage II project, HREE Facility at Mountain Pass, and Fort Worth Facility.][added: development projects.]

During the three months ended December 31, [removed: 2022,] [added: 2023,] neither the Company nor any of its affiliates repurchased shares of the Company’s common stock registered under Section 12 of the Exchange Act.

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, [removed: 2022,] [added: 2023,] and include the reinvestment of dividends.

[removed: ][added: ]

Copyright © [removed: 2023] [added: 2024] Russell Investment Group.

Copyright © [removed: 2023] [added: 2024] Standard & Poor’s, a division of S&P Global.

| MP Materials Corp. | | | $ | 100.00 | | | | | $ | 213.19 | | | | | $ | 300.99 | | | | | $ | 160.90 | | [added: | | | $ | 131.54 | |]

| Russell 2000 Index | | | $ | 100.00 | | | | | $ | 128.68 | | | | | $ | 147.75 | | | | | $ | 117.55 | | [added: | | | $ | 137.45 | |]

| S&P MidCap 400 Index | | | $ | 100.00 | | | | | $ | 121.73 | | | | | $ | 151.87 | | | | | $ | 132.03 | | [added: | | | $ | 153.74 | |]

| Peer Group | | | $ | 100.00 | | | | | $ | 112.07 | | | | | $ | 170.93 | | | | | $ | 180.34 | | [added: | | | $ | 186.27 | |]

On August 18, 2023, the Company acquired a license to use patented technology, technical know-how, and other intellectual property pertaining to the development and manufacturing of magnetic products in exchange for 435,729 shares of its common stock.

Pursuant to the terms of the agreement to acquire the license, 152,504 shares were issued immediately and the remaining shares will be issued as follows: 43,573 shares on each of the first, second, and third anniversaries of the acquisition date and an additional 152,506 shares on the fourth anniversary of the acquisition date.

The securities were issued in reliance upon the exemption from registration available under Regulation S under the Securities Act of 1933, as amended.

| | | | 11/18/20 | | | | | | 12/31/20 | | | | | | 12/31/21 | | | | | | 12/31/22 | | | | | | 12/31/23 | | |

The Company did not have any sales of unregistered equity securities during the three months ended December 31, 2022.

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

We have audited the accompanying consolidated balance sheets of MP Materials Corp. and subsidiaries (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive [removed: income (loss),] [added: income,] changes in stockholders’ [removed: equity (deficit),] [added: equity,] and cash flows for each of the years in the three-year period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As discussed in [removed: Notes 3 and 18] [added: Note 20] to the consolidated financial statements, the Company has entered into a series of commercial agreements with Shenghe Resources (Singapore) International Trading Pte.

- confirming transactions and contractual agreements with Shenghe as of and for the year ended December 31, [removed: 2022] [added: 2023] and comparing the responses to the Company’s consolidated financial statements

| (in thousands, except share and per share data) | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Cash and cash equivalents | | | $ | [added: 263,351 | | | | | $ |] 136,627 | | | | | $ | 1,179,297 | |

| Short-term investments | | | [removed: 1,045,718] [added: 734,493] | | | | | | [removed: —] [added: 1,045,718] | | |

| Total cash, cash equivalents and short-term investments | | | [removed: 1,182,345] [added: 997,844] | | | | | | [removed: 1,179,297] [added: 1,182,345] | | |

| Accounts receivable (including related party) | | | [removed: 32,856] [added: 22,827] | | | | | | [removed: 51,009] [added: 18,153] | | | [added: | | | (47,420) | | |]

| Inventories | | | [removed: 57,554] [added: 95,182] | | | | | | [removed: 38,692] [added: 57,554] | | |

[removed: | Income taxes receivable | | | 2,201 | | | | | | — | | |][added: NOTE 12—INCOME TAXES]

| Prepaid expenses and other current assets | | | [removed: 18,872] [added: 8,820] | | | | | | [removed: 7,809] [added: 21,073] | | |

| Total current assets | | | [removed: 1,293,828] [added: 1,131,177] | | | | | | [removed: 1,276,807] [added: 1,293,828] | | |

| Property, plant and equipment, net | | | [removed: 935,743] [added: 1,158,054] | | | | | | [removed: 610,612] [added: 935,743] | | |

| [added: Add:] Non-current [removed: inventories] [added: portion(2)] | | | [removed: 5,744] [added: 13,350] | | | | | | [removed: —] [added: 5,744] | | |

| Other non-current assets | | | [removed: 2,472] [added: 5,252] | | | | | | [removed: 2,247] [added: 2,284] | | |

| Total non-current assets | | | [removed: 943,959] [added: 1,205,275] | | | | | | [removed: 612,859] [added: 943,959] | | |

| Total assets | | | $ | [removed: 2,237,787] [added: 2,336,452] | | | | | $ | [removed: 1,889,666] [added: 2,237,787] | |

| Accounts [removed: payable, construction payables] [added: payable] and accrued liabilities | | | [removed: $] [added: 11,305] | [removed: 72,265] | | | | | [removed: $] [added: 1,962] | [removed: 35,734] | | [added: | | | 5,530 | | |]

| Income taxes payable | | | [removed: 21,163] [added: (21,163)] | | | | | | [added: 17,700 | | | | | |] 3,463 | | |

| Other current liabilities | | | [removed: 4,053] [added: 6,616] | | | | | | [removed: 4,264] [added: 4,053] | | |

| Total current liabilities | | | [removed: 97,481] [added: 108,550] | | | | | | [removed: 59,543] [added: 97,481] | | |

| Asset retirement obligations | | | [removed: 5,295] [added: 5,518] | | | | | | [removed: 17,615] [added: 5,295] | | |

| Environmental obligations | | | [removed: 16,580] [added: 16,545] | | | | | | [removed: 16,598] [added: 16,580] | | |

| Long-term debt, net [removed: of current portion] | | | [removed: 678,444] [added: 681,980] | | | | | | [removed: 674,927] [added: 678,444] | | |

| Deferred income taxes | | | [removed: 122,353] [added: 130,793] | | | | | | [removed: 104,500] [added: 122,353] | | |

| Other non-current liabilities | | | [removed: 5,000] [added: 3,025] | | | | | | [removed: 7,751] [added: 4,985] | | |

| Total non-current liabilities | | | [removed: 827,672] [added: 862,123] | | | | | | [removed: 821,391] [added: 827,672] | | |

| Total liabilities | | | [removed: 925,153] [added: 970,673] | | | | | | [removed: 880,934] [added: 925,153] | | |

[removed: | Commitments and contingencies ([Note 12](#i19308d1ceae24740b4c66aca7816bb0b_190)) | | | | | | | | | | | |][added: NOTE 13—COMMITMENTS AND CONTINGENCIES]

| Common stock ($0.0001 par value, 450,000,000 shares authorized, [removed: 177,706,608] [added: 178,082,383] and [removed: 177,816,554] [added: 177,706,608] shares issued and outstanding, as of December 31, [removed: 2022] [added: 2023] and December 31, [removed: 2021,] [added: 2022,] respectively) | | | [removed: 18] [added: 17] | | | | | | 18 | | |

| Additional paid-in capital | | | [removed: 951,008] [added: 979,891] | | | | | | [removed: 936,299] [added: 951,008] | | |

| Retained earnings | | | [removed: 361,419] [added: 385,726] | | | | | | [removed: 72,415] [added: 361,419] | | |

| Accumulated other comprehensive income | | | [removed: 189] [added: 145] | | | | | | [removed: —] [added: 189] | | |

| Total stockholders’ equity | | | [removed: 1,312,634] [added: 1,365,779] | | | | | | [removed: 1,008,732] [added: 1,312,634] | | |

| Total liabilities and stockholders’ equity | | | $ | [removed: 2,237,787] [added: 2,336,452] | | | | | $ | [removed: 1,889,666] [added: 2,237,787] | |

| (in thousands, except share and per share data) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| [removed: Product sales] [added: Rare earth concentrate] (including related party) | | | $ | [removed: 517,267] [added: 252,468] | | | | | $ | [removed: 328,563] [added: 517,267] | | | | | $ | [removed: 133,697] [added: 328,563] | |

February 28, 2024

| Accounts receivable, net of allowance for credit losses of $0 and $0, respectively (including related party) | | | 10,029 | | | | | | 32,856 | | |

| Government grant receivable | | | 19,302 | | | | | | — | | |

| Operating lease right-of-use assets | | | 10,065 | | | | | | 99 | | |

| Inventories | | | 13,350 | | | | | | 5,744 | | |

| Equity method investment | | | 9,673 | | | | | | — | | |

| Intangible assets, net | | | 8,881 | | | | | | 89 | | |

| Accounts and construction payable | | | $ | 27,995 | | | | | $ | 15,326 | |

| Accrued liabilities | | | 73,939 | | | | | | 56,939 | | |

| Operating lease liabilities | | | 6,829 | | | | | | 15 | | |

| Deferred government grant | | | 17,433 | | | | | | — | | |

| NdPr oxide and metal | | | 695 | | | | | | — | | | | | | — | | |

| Start-up costs | | | 21,330 | | | | | | 7,551 | | | | | | 378 | | |

| Advanced projects and development | | | 14,932 | | | | | | 4,249 | | | | | | 4,195 | | |

| Other operating costs and expenses | | | 7,234 | | | | | | 1,868 | | | | | | 4,753 | | |

| Common stock issued to acquire intangible asset | | | — | | | | | | — | | | | | | 152,504 | | | | | | — | | | | | | 8,963 | | | | | | — | | | | | | — | | | | | | 8,963 | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 24,307 | | | | | | — | | | | | | 24,307 | | |

| Unrealized losses on available-for-sale securities | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (44) | | | | | | (44) | | |

| Balance as of December 31, 2023 | | | — | | | | | | $ | — | | | | | 178,082,383 | | | | | | $ | 17 | | | | | $ | 979,891 | | | | | $ | 385,726 | | | | | $ | 145 | | | | | $ | 1,365,779 | |

| Government grant receivable | | | (19,302) | | | | | | — | | | | | | — | | |

| Deferred government grant | | | 19,120 | | | | | | — | | | | | | — | | |

| Investment in equity method investee | | | (9,673) | | | | | | — | | | | | | — | | |

The Company produces rare earth concentrate products as well as refined rare earth oxides and related products.

Uncertainty exists as to the market price of rare earth oxide (“REO”), as evidenced by the volatility experienced in 2022 and 2023 primarily due to concerns over the global economic conditions and actual or perceived concerns over increases in the supply of or slower growth in the demand for rare earth products.

Mined ore stockpiles represent bastnaesite ore that has been mined and stockpiled for future processing.

Work in process consists of bastnaesite ore and separated rare earth products in various stages of the production process, as well as finished and packaged NdPr oxide shipped to tollers for processing into NdPr metal.

Inventory cost includes all costs directly attributable to the

exercise a renewal option, or reasonably certain it will not exercise an early termination option.

For operating and finance leases, variable lease payments not included in the lease liability are expensed as incurred unless such costs are capitalized as part of another asset (e.g., inventory).

Additionally, ROU assets are subject to impairment testing whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.

If the carrying amounts of ROU assets exceed their fair value, the excess amount is recognized as an impairment.

Equity Method Investment: Investments in equity securities are accounted for under the equity method if the Company has the ability to exercise significant influence, but not control, over an investee’s operating and financial policies.

Judgment regarding the level of influence includes considering key factors such as the Company’s ownership interest, representation on the board of directors, participation in policy-making decisions and material intra-entity transactions.

Under the equity method, an investment’s carrying amount is adjusted for the Company’s share of the investee’s net income or loss (including other comprehensive income or loss), amortization/accretion of certain basis differences (if any), capital contributions to and distributions from an investee, as well as any other-than-temporary impairments.

The Company records its share of an equity method investment’s net income or loss on a one-quarter lag due to the timing of when an investee’s financial statements become available.

The Company evaluates material events occurring during the one-quarter lag to determine whether the effects of such events should be reflected or disclosed within the Company’s Consolidated Financial Statements.

For intra-entity transactions between the Company and its equity method investee, the Company eliminates its share of profits and losses until realized by the Company or investee.

Such elimination is recorded as an adjustment of the carrying amount of the equity method investment.

The Company evaluates its equity method investment for impairment whenever events or changes in circumstances indicate that the carrying amount of its investment may not be recoverable.

If such conditions exist, the Company compares the estimated fair value of the investment to its carrying amount to determine if an impairment is indicated, and if so, determines whether the impairment is “other-than-temporary” based on its assessment of all relevant factors, including consideration of the Company’s intent and ability to retain its investment.

February 28, 2023

| Current installments of long-term debt—related party | | | — | | | | | | 16,082 | | |

| Advanced projects, start-up, development and other | | | 11,817 | | | | | | 4,573 | | | | | | 140 | | |

| Royalty expense | | | — | | | | | | — | | | | | | 2,406 | | |

| Settlement charge | | | — | | | | | | — | | | | | | 66,615 | | |

| Balance as of January 1, 2020 | | | — | | | | | | $ | — | | | | | 66,556,975 | | | | | | $ | 7 | | | | | $ | — | | | | | $ | 22,768 | | | | | $ | (40,797) | | | | | $ | — | | | | | $ | (18,022) | |

| Issuance of Shenghe Warrant | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 53,846 | | | | | | — | | | | | | — | | | | | | — | | | | | | 53,846 | | |

| Business Combination, including PIPE Financing | | | — | | | | | | — | | | | | | 60,738,714 | | | | | | 6 | | | | | | (53,846) | | | | | | 563,115 | | | | | | — | | | | | | — | | | | | | 509,275 | | |

| SNR Mineral Rights Acquisition | | | — | | | | | | — | | | | | | 19,999,942 | | | | | | 2 | | | | | | — | | | | | | 326,647 | | | | | | — | | | | | | — | | | | | | 326,649 | | |

| Common stock issuances | | | — | | | | | | — | | | | | | 21,484,898 | | | | | | 2 | | | | | | — | | | | | | (2) | | | | | | — | | | | | | — | | | | | | — | | |

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

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

| Write-down of inventories | | | — | | | | | | 1,809 | | | | | | — | | |

| Non-cash settlement charge | | | — | | | | | | — | | | | | | 66,615 | | |

| Accounts receivable (including related party) | | | 18,153 | | | | | | (47,420) | | | | | | (3,219) | | |

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

| Accounts payable and accrued liabilities | | | 1,962 | | | | | | 5,530 | | | | | | (3,848) | | |

| Refund liability to related party | | | — | | | | | | — | | | | | | (2,746) | | |

| Deferred revenue from related party | | | — | | | | | | — | | | | | | 1,933 | | |

| Proceeds from Second Additional Advance | | | — | | | | | | — | | | | | | 35,450 | | |

| Proceeds from Business Combination, including PIPE Financing | | | — | | | | | | — | | | | | | 544,712 | | |

| Payment of underwriting and transaction costs | | | — | | | | | | — | | | | | | (40,325) | | |

These refiners separate the constituent rare earth elements contained in the Company’s concentrate and sell the separated products to their customers.

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.

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.

Since the first quarter of 2020, the Company has experienced, at times, significant shipping delays due to congestion and slowdowns at U.S. and international ports caused by shortages in vessels, containers, and truckers, also disrupting the global supply chain.

Congestion and slowdowns have affected and may continue to affect the capacity at ports to receive deliveries of products or the loading of shipments onto vessels.

Despite these factors, the Company has not experienced a reduction in production or sales due to the COVID-19 pandemic; however, the COVID-19 pandemic has contributed to certain cost and schedule pressures on the Stage II optimization project.

The Company has worked proactively and diligently to adjust working schedules and hours to optimize logistics and shipping, which has thus far prevented a significant negative impact on the Company’s product sales and has mitigated certain impacts on Stage II construction and recommissioning progress.

As the situation continues to evolve, including as a result of new and potential future variants of COVID-19, the possibility of federal or state mandates on vaccinations, or other factors that may affect international shipping and logistics or involve responses to government actions such as strikes or other disruptions, it is impossible to predict the effect and ultimate impact of the COVID-19 pandemic on the Company’s business, results of operations, production and sales volumes, or growth projects.

Accordingly, the extent and duration of any business disruptions, and related financial impact, cannot be estimated at this time.

The Company evaluates its estimate of expected credit losses based on historical

In-process inventory primarily consists of mine ore stockpiles and bastnaesite ore in various stages of the production process.

The Company has elected to use a practical expedient to

An impairment loss, if any, is recorded for the excess of the asset’s (or asset group’s) carrying amount over its fair value, as determined by a valuation technique appropriate to the given circumstances.

Offtake Advances Accounted for as Debt Obligations and Debt Discount: Subsequent to the June 2020 Modification to the Original Offtake Agreement and through the final repayment of the Prepaid Balance (as such terms are defined in [Note 3, “Relationship and Agreements with Shenghe”](#i19308d1ceae24740b4c66aca7816bb0b_160)) in March 2022, the Company accounted for prepayments or other advances received from Shenghe prior to or in connection with the June 2020 Modification as debt.

The associated debt discount, which reduced the carrying amount of the debt, was amortized to interest expense using the effective interest method over the Company’s estimated contractual term of the underlying indebtedness.

decrement.

The Company typically negotiates with and bills an initial price to Shenghe; such prices are then updated based on final adjustments for quality differences and/or actual sales prices realized by Shenghe.

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: 2022.][added: 2023.]

Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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](#i19308d1ceae24740b4c66aca7816bb0b_130)] [added: 8](#id60391492cf54e72a8c63cc5405338ef_127)] of this Annual Report.

During the fourth quarter of the year ended December 31, [removed: 2022,] [added: 2023,] 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.

During the fourth quarter of the year ended December 31, 2023, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).

None.

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 Stockholders (the [removed: “2023] [added: “2024] Proxy Statement”), to be filed with the SEC within 120 days after December 31, [removed: 2022,] [added: 2023,] pursuant to Regulation 14A under the Securities Act.

Information required by this item concerning executive officers is included in [Part [removed: I](#i19308d1ceae24740b4c66aca7816bb0b_13)] [added: I](#id60391492cf54e72a8c63cc5405338ef_13)] of this Annual Report on Form 10-K.