MP Materials (MP) 10-K risk factor changes: FY2024 vs FY2023

See* *[“Cautionary Note Regarding Forward-Looking [removed: Statements”](#id60391492cf54e72a8c63cc5405338ef_10)*] [added: Statements”](#iadaf5f13b1c64f46a9f722e1c17671e4_13)*] *above.*

- The production of [removed: magnet materials] [added: magnets and magnetic precursor products] in Stage III is dependent upon our ability to complete the buildout of [removed: our Fort Worth] [added: the Independence] Facility; an unanticipated delay in the completion of [removed: Stage III] [added: the Independence Facility] could have a material adverse effect on our ability to produce magnets.

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

*•*The conditional conversion [removed: feature] [added: features] of our Convertible Notes (as defined in [removed: [Note](#id60391492cf54e72a8c63cc5405338ef_172) 10[,](#id60391492cf54e72a8c63cc5405338ef_172) [“](#id60391492cf54e72a8c63cc5405338ef_172)[Debt Obligations](#id60391492cf54e72a8c63cc5405338ef_172)”] [added: [Note](#iadaf5f13b1c64f46a9f722e1c17671e4_202) 10[, “Debt Obligations](#iadaf5f13b1c64f46a9f722e1c17671e4_202)”] in the notes to the Consolidated Financial Statements), if triggered, may adversely affect our financial condition and operating results.

- Certain provisions in the [removed: indenture] [added: indentures] governing the Convertible Notes may delay or prevent an otherwise beneficial takeover attempt of us.

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 [removed: of, and] [added: of (including] taxes and other tariffs and fees imposed [removed: upon] [added: upon)] REE and magnet materials could significantly affect our profitability.

Our financial results may be significantly adversely affected by declines in [removed: the] [added: our realized] prices [removed: of] [added: for] REE and magnet materials.

For example, as a result of the decrease in the market price of NdPr oxide in [removed: 2023,] [added: 2024,] our [added: NdPr] Realized Price per [removed: REO MT] [added: KG] (as defined in [Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#id60391492cf54e72a8c63cc5405338ef_91))] [added: Operations](#iadaf5f13b1c64f46a9f722e1c17671e4_109))] decreased from [removed: $11,974] [added: $70] for the year ended December 31, [removed: 2022,] [added: 2023,] to [removed: $6,854] [added: $51] for the year ended December 31, [removed: 2023,] [added: 2024,] 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 [added: 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 REE and magnet materials.]

This could cause substantial reductions to, or a suspension of, REO production operations, impair asset values and reduce our proven and probable [removed: rare earth ore] [added: REO] reserves.

Our strategy is to produce 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 [removed: motion technologies.]

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

If the market for these critical existing and emerging technologies does not grow as we expect, grows [removed: more slowly] [added: slower] than we expect, or if the demand for our products in these markets decreases, then our business, prospects, financial condition and operating results could be harmed.

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

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 [added: at scale] in the U.S. Over the past few years, there has been significant restructuring of the Chinese rare earth production industry, further centralizing control over production by state-owned enterprises.

These competitors may have greater financial resources, as well as other strategic advantages to operate, maintain, [removed: improve] [added: improve,] and possibly expand their facilities.

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 [added: benefit costs.]

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, [removed: compliance] [added: compliance,] and production costs, could have a material adverse effect on our business.

In addition, new entrants not currently considered competitors may enter our market through acquisitions, [removed: partnerships] [added: partnerships,] or strategic relationships.

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

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

Technology changes rapidly in the industries and [removed: end markets] [added: end-markets] that utilize our materials.

While Shenghe is obligated under the [added: 2024] Offtake Agreement to purchase all of the rare earth concentrate product meeting certain minimum specifications on a “take-or-pay” basis (such that they are obliged to pay for product even if they are unable or unwilling to take delivery), we cannot guarantee that Shenghe will continue to purchase all of the products that it is contractually bound to purchase or that they will purchase products that do not meet these specifications.

In January 2024, the Company entered into the [removed: New Offtake Agreement that replaced and extended the] [added: 2024] Offtake Agreement.

The initial term of the [removed: New] [added: 2024] Offtake Agreement is two years, with the option for the Company to extend the term for an additional one-year period.

Further, Shenghe sells the rare earth concentrate it acquires under the [added: 2024] Offtake Agreement to customers in China who separate and extract the individual rare earth elements.

Because the vast majority of our rare earth concentrate product is currently sold to Shenghe under [removed: our] [added: the 2024] 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 an outbreak of 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.

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 [added: taxation, import and export tariffs and regulations, raw materials, environmental regulations, land use rights, property and other matters.]

Any further changes in U.S. trade [removed: policy] [added: policy, including as a result of the change in the U.S. federal administration,] could trigger retaliatory actions by affected countries, including China, resulting in trade wars.

Any changes in U.S. and China relations, including through changes in policies by the Chinese government, could adversely affect our financial condition and results of operations, including changes [removed: in laws, regulations or the interpretation thereof, confiscatory taxation, governmental royalties, restrictions on currency conversion, imports or sources of supplies, or the expropriation or nationalization of private enterprises.]

Our ability to reach anticipated production rates as part of our Stage II project at Mountain Pass, the completion of [removed: our Stage III project,] [added: Independence,] as well as the execution of other capital projects such as the HREE Facility, all require the commitment of substantial resources and capital expenditures.

Our estimated expenses may increase for a variety of factors, including as a result of inflationary pressures in the U.S. The progress, the amounts and timing of expenditures and the success of these projects will depend in part on the following: (a) the ability of the Stage II facilities to separate REO as designed and engineered; (b) our ability to timely produce metal [removed: at the metal processing plant and related facilities in Vietnam under our tolling agreement with VREX Holdco (the “Tolling Agreement”);] [added: for magnets;] (c) our ability to timely procure new equipment and materials, certain of which may involve long lead-times, or to repair existing equipment; (d) the ability of service providers or vendors to meet contractually-negotiated delivery or completion deadlines or meet performance specifications or guarantees; (e) maintaining, and procuring, as required, applicable federal, state and local permits; (f) the incorporation of project change orders, due to engineering, process, health and safety, or other considerations; (g) negotiating contracts for equipment, earthwork, construction, equipment installation, labor and completing infrastructure and construction work following commissioning; (h) impact of planned and unplanned shut-downs and delays in our production; (i) impact of stoppages or delays on construction projects; (j) disputes with contractors or other third parties; (k) negotiating sales and offtake contracts for our planned production; (l) the execution of any joint venture agreements or similar arrangements with strategic partners; and (m) other factors, many of which are beyond our control.

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

The production of [removed: magnet materials] [added: magnets and magnetic precursor products] in Stage III is dependent upon our ability to complete the buildout of [removed: our Fort Worth] [added: the Independence] Facility; an unanticipated delay in the completion of [removed: Stage III] [added: the Independence Facility] could have a material adverse effect on our ability to produce magnets.

The building portion of the [removed: Fort Worth] [added: Independence] Facility was completed in 2023.

However, [added: in order to produce magnets,] the [removed: Fort Worth] [added: Independence] Facility requires substantial [added: additional] capital for equipment purchases, installation, and commissioning, [added: and there may be unanticipated costs or delays associated with these activities.]

In addition, our ability to reach our full revenue potential will be dependent on our ability to finish the buildout of [removed: our Fort Worth] [added: the Independence] Facility and commence the production of [removed: magnet materials.][added: magnets.]

Our proposed timeline for producing magnet materials is based on certain estimates and assumptions we have made about our [removed: business over the next few years,] [added: business,] including reaching anticipated production rates for the separation of REE and the ability to obtain equipment on a timely basis from third party vendors.

If any of these estimates or assumptions prove to be wrong, it may significantly hinder our ability to complete the [removed: Fort Worth] [added: Independence] Facility within the expected time frame or at all.

- Industry consolidation may result in increased competition, which could result in a reduction in revenue.

- Significant political, trade, regulatory developments, and other circumstances beyond our control, could have a material adverse effect on our financial condition or results of operations.

- We may not be able to obtain additional patents and the legal protection afforded by any additional patents may not adequately protect our rights or permit us to gain or keep any competitive advantage.

A change in the U.S. federal administration introduces uncertainty as to shifts in policies, tariffs, taxes, regulations, and priorities, all of which may have a detrimental impact on demand.

motion technologies.

Significant political, trade, regulatory developments, and other circumstances beyond our control, could have a material adverse effect on our financial condition or results of operations.

We operate globally and sell our products in countries throughout the world with a primary focus on the Asian market.

Significant political, trade, or regulatory developments in the jurisdictions in which we sell our products, such as those stemming from the change in U.S. federal administration, are difficult to predict and may have a material adverse effect on us.

Similarly, changes in U.S. federal policy that affect the geopolitical landscape could give rise to circumstances outside our control that could have negative impacts on our business operations.

For example, during the prior Trump administration, increased tariffs were implemented on goods imported into the U.S., particularly from China, Canada, and Mexico.

On February 1, 2025, the U.S. imposed a 25% tariff on imports from Canada and Mexico, which were subsequently suspended for a period of one month, and a 10% additional tariff on imports from China.

Historically, tariffs have led to increased trade and political tensions, between not only the U.S. and China, but also between the U.S. and other countries in the international community.

In response to tariffs, other countries have implemented retaliatory tariffs on U.S. goods.

Political tensions as a result of trade policies could reduce trade volume, investment, technological exchange, and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and the stability of global financial markets.

Any changes in political, trade, regulatory, and economic conditions, including, but not limited to, U.S. and China trade policies, could have a material adverse effect on our financial condition or results of operations.

Such policies may impact our costs of production if we or our suppliers rely on materials or parts subject to such tariffs.

in laws, regulations or the interpretation thereof, tariffs, confiscatory taxation, governmental royalties, restrictions on currency conversion, imports or sources of supplies, or the expropriation or nationalization of private enterprises.

rare earth products and processes, including our planned future production of magnets at Independence.

The extent to which an outbreak, epidemic or pandemic will impact our operations, our business and the economy is highly uncertain and will

At Mountain Pass, we use significant amounts of chemical reagents to process REE and expect to use a significant amount of raw materials in the production of magnets at Independence.

Such events and conditions, including flooding

We have limited experience running and are still scaling our midstream operations.

The operations of VREX were recently paused.

VREX Holdco, the Company, and Shenghe have entered into an agreement whereby, subject to any required regulatory approvals, VREX Holdco would return to the Company the dollar amount of the Company’s initial investment in exchange for its equity interest in VREX Holdco.

Any adopted future climate change regulations could

response to press releases or other public announcements by the Company or third parties, including the Company’s filings with the SEC; (m) litigation involving the Company, the Company’s industry, or both, or investigations by regulators into the Company’s operations or those of our competitors; (n) guidance, if any, that the Company provides to the public, any changes in this guidance or the Company’s failure to meet this guidance; (o) the development and sustainability of an active trading market for the Company’s stock; (p) actions by institutional or activist stockholders; (q) declines in the market price of our stock as a result of negative reports on the Company by research firms that engage in short selling; (r) changes in accounting standards, policies, guidelines, interpretations or principles; and (s) other events or factors, including those resulting from natural disasters, war, acts of terrorism, health pandemics or responses to these events.

We cannot guarantee that our share repurchase program will be fully consummated or that our share repurchase program will enhance long-term stockholder value, and share repurchases could increase the volatility of the price of our common stock and reduce our cash available for operations.

On August 30, 2024, our Board of Directors approved a $300.0 million increase to the Company’s existing share repurchase program, bringing the total authorized amount to $600.0 million.

The share repurchase program was also extended and is now effective until August 30, 2026.

Our repurchase program does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares.

Our share repurchase program could affect the price of our common stock and increase volatility, reduce our cash available for operations and may be suspended or terminated at any time.

During the year ended December 31, 2024, we paid $225.1 million to repurchase 15.2 million shares of our common stock under the program.

We cannot guarantee that we will repurchase additional shares under the program or conduct future share repurchase programs, and we cannot guarantee that any such programs will result in long-term increases to shareholder value.

As of December 31, 2024, $375.0 million was available for additional share repurchases under the share repurchase program.

change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by our stockholders.

For our 2030 Notes, at our election, we may settle notes tendered for conversion entirely or partly in shares of our common stock.

For our 2026 Notes, we have irrevocably elected to fix the settlement method for all conversions whereby the principal must be repaid in cash and any consideration in excess of par would be settled in shares of our common stock.

We may not be

We are subject to counterparty risk with respect to the Capped Call Options.

In connection with the offering of our 2030 Notes in March 2024, we entered into capped call transactions (the “Capped Call Options”) with certain financial institutions (“Counterparties”), which increased the effective conversion price of the 2030 Notes to $31.06 (from the nominal conversion price of $21.74).

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 REE and magnet materials.

benefit costs.

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.

taxation, import and export tariffs and regulations, raw materials, environmental regulations, land use rights, property and other matters.

In addition, there may be circumstances where we may have to incur premium freight charges to expedite the delivery of our products to customers to overcome non-tariff restrictions or due to evolving rules or delays at the ports that we typically utilize.

If we incur a significant amount of freight charges, our gross profit will be negatively affected if we are unable to pass on those charges to customers.

In addition, we may be adversely affected by the need to ship to alternative ports.

This could lead to potential delays in the transportation of our goods, which may occur for any reason or as they are affected by domestic or international laws and regulations, taxation, import and export tariffs, environmental regulations, customs and other relevant factors.

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.

In 2023, we completed construction and the initial commissioning of our Stage II project, which included installing a concentrate drying and roasting circuit, upgrading and restarting the product leaching circuit, recommissioning separation and extraction circuits, improving materials handling and brine management capability, and constructing new product finishing circuits to re-establish the full capability to produce separated rare earth products at Mountain Pass.

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

We use significant amounts of chemical reagents to process REE.

terms that are acceptable to us.

We have limited experience operating our Stage II assets.

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.

In addition, VREX Holdco has limited operating history with VREX.

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

We will be providing VREX with a large amount of our inventory of NdPr oxide to process into NdPr metal.

We will be subject to risks associated with VREX Holdco and VREX appropriately storing and handling a significant volume and value of our inventory.

In the event that VREX Holdco or VREX is unable to store or handle the NdPr oxide or process the NdPr oxide into NdPr metal based on the specifications provided by us, this may have a material adverse effect on our operations and financial condition.

Under the federal Comprehensive Environmental Response,

Our inability to acquire or failure to

We completed an offering of Convertible Notes in March 2021.

Upon conversion of the notes, we have the option to pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock.

*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: 2023] [added: 2024] (this “Annual Report”).

A discussion of changes in our [added: consolidated] results of operations and cash flows between years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2023,] 2022, [removed: 2021,] and [removed: 2020,”](https://www.sec.gov/ix?doc=/Archives/edgar/data/1801368/000180136823000009/mp-20221231.htm#i19308d1ceae24740b4c66aca7816bb0b_94)*] [added: 2021,”](https://www.sec.gov/Archives/edgar/data/1801368/000180136824000014/mp-20231231.htm#id60391492cf54e72a8c63cc5405338ef_91)*] *of our annual report on Form 10-K for the year ended December 31, [removed: 2022,] [added: 2023,] filed with the U.S. Securities and Exchange Commission on February 28, [removed: 2023.][added: 2024.]

Risk [removed: Factors”](#id60391492cf54e72a8c63cc5405338ef_61)*] [added: Factors”](#iadaf5f13b1c64f46a9f722e1c17671e4_64)*] *and elsewhere in this Annual Report.

See also* *[“Cautionary Note Regarding Forward-Looking [removed: Statements.”](#id60391492cf54e72a8c63cc5405338ef_10)*][added: Statements.”](#iadaf5f13b1c64f46a9f722e1c17671e4_13)*]

[removed: We produce] [added: The Materials segment operates Mountain Pass, which produces refined] rare earth [removed: concentrate] [added: oxides and related] products as well as [removed: refined] rare earth [removed: oxides and related] [added: concentrate] products.

Our integrated operations [removed: 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.

Highlights from the year ended December 31, [removed: 2023,] [added: 2024,] include:

- Maintained a strong balance sheet with cash, cash equivalents and short-term investments totaling [removed: $997.8] [added: $850.9] million as of December 31, [removed: 2023, despite significant] [added: 2024, after incurring] capital expenditures to [removed: support Stage II,] [added: advance construction of] the [removed: Fort Worth] [added: Independence] Facility, [removed: and] [added: as well as various projects at Mountain Pass, including] the HREE [removed: Facility;][added: Facility.]

[removed: - Generated Adjusted EBITDA (see below) of $102.5 million, Adjusted] [added: Adjusted] Net Income [removed: (see below) of $71.4 million,] [added: (Loss)] and Adjusted Diluted [removed: EPS (see below) of $0.39; and][added: EPS]

[removed: - Generated net] [added: | Net] cash provided by operating [removed: activities of $62.7 million.][added: activities | | | $ | 13,349 | | | | | $ | 62,699 | | | | | $ | 343,514 | |]

[removed: While we made significant progress on scaling production of separated rare earth products in the fourth quarter of 2023,] [added: Although] we [added: continue to] expect that it may take several quarters to achieve our designed throughput of separated [removed: products.][added: products, we remain confident in our ability to achieve it in the future.]

[removed: In December 2023, we invested] [added: Additionally, net cash provided by investing activities in the prior year included a] $9.7 million [removed: of cash] [added: payment] in exchange for a 49% equity interest in VREX Holdco.

[removed: Refer to [Note](#id60391492cf54e72a8c63cc5405338ef_745) 6[,](#id60391492cf54e72a8c63cc5405338ef_745) [“](#id60391492cf54e72a8c63cc5405338ef_745)[Equity Method Investment](#id60391492cf54e72a8c63cc5405338ef_745)[,](#id60391492cf54e72a8c63cc5405338ef_745)”] [added: See [Note](#iadaf5f13b1c64f46a9f722e1c17671e4_226) [](#iadaf5f13b1c64f46a9f722e1c17671e4_226)16[, “Stockholders](#iadaf5f13b1c64f46a9f722e1c17671e4_226)[’](#iadaf5f13b1c64f46a9f722e1c17671e4_226) [Equity and Stock-Based Compensation,”](#iadaf5f13b1c64f46a9f722e1c17671e4_226)] in the notes to the Consolidated Financial Statements for additional information.

[removed: New] [added: 2024] Offtake Agreement

In January 2024, we entered into a new offtake agreement with Shenghe (the [removed: “New] [added: “2024] Offtake Agreement”) that replaced and extended the [added: offtake agreement entered into in March 2022 with Shenghe (the “2022] Offtake [removed: Agreement.][added: Agreement” and, together with the 2024 Offtake Agreement, the “Offtake Agreements”).]

The initial term of the [removed: New] [added: 2024] Offtake Agreement is two years, with the option for us to extend the term for an additional one-year period.

The terms of the [removed: New] [added: 2024] Offtake Agreement are substantially the same as those of the [added: 2022] Offtake Agreement with the exception of the addition of NdPr metal into the definition of non-concentrate rare earth products.

See [removed: [Note](#id60391492cf54e72a8c63cc5405338ef_205) 20[,] [added: [Note](#iadaf5f13b1c64f46a9f722e1c17671e4_235) 19[,] “Related-Party [removed: Transactions,”](#id60391492cf54e72a8c63cc5405338ef_205)] [added: Transactions,”](#iadaf5f13b1c64f46a9f722e1c17671e4_235)] in the notes to the Consolidated Financial Statements for [removed: a] [added: additional] discussion of the Offtake [removed: Agreement, including its terms.][added: Agreements.]

The following table presents our [removed: KPIs:][added: KPIs, which pertain to the Materials segment, for the quarterly periods indicated:]

| (in whole units or dollars, except percentages) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | |

| Rare earth [removed: concentrate] [added: concentrate(1)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| REO Production Volume (MTs) | | | [removed: 41,557] [added: 45,455] | | | | | | [removed: 42,499] [added: 41,557] | | | | | | [removed: 42,413] [added: 42,499] | | | | | | [removed: (942)] [added: 3,898] | | | | | | [removed: 86] [added: (942)] | | | | | | [removed: (2)] [added: 9] | | % | | | | [removed: —] [added: (2)] | | % |

| REO Sales Volume (MTs) | | | [removed: 36,837] [added: 32,703] | | | | | | [removed: 43,198] [added: 36,837] | | | | | | [removed: 42,158] [added: 43,198] | | | | | | [removed: (6,361)] [added: (4,134)] | | | | | | [removed: 1,040] [added: (6,361)] | | | | | | [removed: (15)] [added: (11)] | | % | | | | [removed: 2] [added: (15)] | | % |

| Realized Price per REO MT | | | $ | [removed: 6,854] [added: 4,414] | | | | | $ | [removed: 11,974] [added: 6,854] | | | | | $ | [removed: 7,745] [added: 11,974] | | | | | $ | [removed: (5,120)] [added: (2,440)] | | | | | $ | [removed: 4,229] [added: (5,120)] | | | | | [removed: (43)] [added: (36)] | | % | | | | [removed: 55] [added: (43)] | | % |

| Separated NdPr [removed: products] [added: products(1)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| NdPr Production Volume (MTs) | | | [removed: 200] [added: 1,294] | | | | | | [removed: N/A] [added: 200] | | | | | | N/A | | | | | | [removed: N/A] [added: 1,094] | | | | | | N/A | | | | | | [removed: N/A] [added: 547] | | [added: %] | | | | N/A | | |

| NdPr Sales Volume (MTs) | | | [removed: 10] [added: 1,142] | | | | | | [removed: N/A] [added: 10] | | | | | | N/A | | | | | | [removed: N/A] [added: 1,132] | | | | | | N/A | | | | | | [removed: N/A] [added: N/M] | | | | | | N/A | | |

| NdPr Realized Price per KG | | | $ | [removed: 70] [added: 51] | | | | | [removed: N/A] [added: $] | [added: 70] | | | | | N/A | | | | | | [removed: N/A] [added: $] | [added: (19)] | | | | | N/A | | | | | | [removed: N/A] [added: (27)] | | [added: %] | | | | N/A | | |

| N/A = Not applicable as there was neither NdPr production nor sales volume in [removed: these periods.] [added: the year ended December 31, 2022.] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

This measure refers to the REO content contained in the rare earth concentrate we produce and, beginning in the second quarter of 2023, includes volumes fed into downstream circuits for commissioning and starting up our separations facilities and for producing separated [removed: NdPr product, the latter] [added: rare earth products, a portion] of which is also included in our KPI, NdPr Production Volume.

[removed: Our] REO Production Volume is a key indicator of [removed: our] [added: the] mining and processing capacity and [removed: efficiency.][added: efficiency of our upstream operations.]

A unit, or MT, is considered sold once we recognize revenue on its sale as determined in accordance with [removed: GAAP.][added: generally accepted accounting principles in the United States (“GAAP”).]

Our REO Sales Volume for the [removed: year] [added: years] ended December 31, [added: 2024 and] 2023, included both traditional concentrate as well as roasted concentrate.

NdPr Production Volume is a key indicator of [removed: our] [added: the] separating and finishing capacity and [removed: efficiency.][added: efficiency of our midstream operations.]

Our NdPr Sales Volume for a given period is calculated in MTs and on an NdPr oxide-equivalent basis [removed: (see example] [added: (as further discussed] below).

A unit, or MT, is considered sold once [removed: we recognize] [added: the Materials segment recognizes] revenue on its sale, whether sold as NdPr oxide or NdPr metal, as determined in accordance with GAAP.

For [added: these] NdPr metal sales, the MTs sold and included in NdPr Sales Volume are calculated [added: based] on the [removed: basis of the] volume of NdPr oxide used to produce such NdPr metal.

[removed: For example, assuming a] [added: We utilize an assumed] material conversion ratio of [removed: 1.25,] [added: 1.20, such that] a sale of 100 MTs of NdPr metal would be included in this KPI as [removed: 125] [added: 120] MTs of NdPr oxide-equivalent.

We own and operate the Mountain Pass Rare Earth Mine and Processing Facility (“Mountain Pass”) located near Mountain Pass, San Bernardino County, California, the only rare earth mining and processing site of scale in North America.

We are also developing a rare earth metal, alloy and magnet manufacturing facility in Fort Worth, Texas (“Independence” or the “Independence Facility”).

During the fourth quarter of 2024, we modified our segment structure largely as a result of initial production of magnetic precursor products.

Beginning with the fourth quarter of 2024, our reportable segments, which are primarily based on our internal organizational structure and types of products, are our two operating segments—Materials and Magnetics.

In conjunction with this change, where applicable, prior period amounts have been recast to conform to this new segment reporting structure.

The Materials segment operates Mountain Pass, which produces refined rare earth products as well as rare earth concentrate and related products.

The Materials segment primarily generates revenue from (i) sales of rare earth concentrate, primarily sold for further distribution to a single, principal customer in China, and (ii) sales of neodymium-praseodymium (“NdPr”) oxide and metal, primarily sold to customers in Japan, South Korea, and broader Asia.

The Magnetics segment operates the Independence Facility, where we began production of magnetic precursor products in December 2024 and anticipate manufacturing neodymium-iron-boron (“NdFeB”) permanent magnets by the end of 2025.

Beginning in the first quarter of 2025, we expect that the Magnetics segment will begin generating revenue from sales of NdPr metal to a single customer in the U.S.

- Commenced production of magnetic precursor products at Independence in December 2024;

- Received a total of $100.0 million in customer prepayments for magnetic precursor products pursuant to the long-term supply agreement with GM;

- Continued NdPr sales momentum, including signing a supply agreement with a global automaker for a significant volume commitment;

- Achieved record rare earth oxide (“REO”) in concentrate production volume;

- Significantly advanced ramp-up of separated rare earth products production, producing record domestic NdPr oxide volumes;

- Issued $747.5 million of 2030 Notes (as defined below) in March 2024 and entered into Capped Call Options (as defined below) covering 34.4 million shares of common stock to offset potential dilution; concurrently repurchased a portion of our 2026 Notes (as defined below) at prices lower than the associated carrying amounts resulting in a $46.3 million gain on early extinguishment of debt;

- Received a $58.5 million Section 48C Qualifying Advanced Energy Project Tax Credit (the “48C Credit”) in March 2024 to support the construction of the Independence Facility;

- Repurchased 15.2 million or 8.6% of the Company’s outstanding shares at a total cost of $225.1 million at an average price of $14.76 per share through the Company’s share repurchase program that was implemented during the year;

- Completed a debt exchange in December 2024, reducing the principal amount of debt by $27.0 million by exchanging $142.3 million of 2026 Notes for $115.3 million of 2030 Notes; and

Despite a continued weak pricing backdrop in 2024, our operating results for the Materials segment demonstrate solid operational execution.

Our upstream concentrate operations delivered record production levels despite significant focus being spent on scaling midstream separated product operations.

Although we remain well below our designed throughput of separated products, we have seen steady improvements throughout 2024.

Furthermore, we expanded our customer base of separated rare earth products and steadily increased sales throughout the year.

In addition, our Magnetics segment continued to make significant progress on our strategy to re-establish magnet manufacturing in the U.S., including commissioning our electrowinning capability to produce NdPr metal from NdPr oxide at Independence in the fourth quarter of 2024.

Throughout 2024, we significantly advanced the organization’s engineering and manufacturing technology capabilities and meaningfully added to our magnetics team of scientists, technicians and engineers, with the team now comprised of over 100 employees.

In addition, we recently began trial production of automotive-grade, sintered neodymium-iron-boron (“NdFeB”) magnets at our new product introduction (“NPI”) facility within Independence.

Section 48C Qualifying Advanced Energy Project Tax Credit

In March 2024, we were awarded a $58.5 million 48C Credit to advance the construction of the Independence Facility.

The 48C Credit is an investment tax credit equal to 30% of qualified investments for certified projects that meet prevailing wage and apprenticeship requirements and are placed in service after the date of the award.

The allocation of the awards under the 48C Credit was issued by the Internal Revenue Service and Treasury following a competitive, oversubscribed process administered by the Department of Energy that evaluated the technical and commercial viability and environmental and community impact of approximately 250 projects.

See [N](#iadaf5f13b1c64f46a9f722e1c17671e4_211)[ote](#iadaf5f13b1c64f46a9f722e1c17671e4_211) 12[, “Income Taxes,”](#iadaf5f13b1c64f46a9f722e1c17671e4_211) in the notes to the Consolidated Financial Statements for additional information.

NdPr Supply Agreement

In June 2024, we entered into an NdPr supply agreement with a global automaker, committing to a significant volume of NdPr products.

The initial term of the agreement concludes on December 31, 2026, unless the volume commitment is fulfilled earlier.

There is an option to extend the term by up to an additional three-year period, subject to mutual agreement.

Additionally, a change in U.S. federal administration introduces shifts in policies, taxes, regulations, and priorities, all of which may give rise to demand uncertainty.

Additionally, a more assertive trade policy towards China could lead to retaliatory actions, such as import or export restrictions, tariffs, or other measures.

We also operate in a competitive industry.

Until such time, we may experience unstable operations and elevated costs of our initial production of separated products.

In December 2024, we commissioned our electrowinning capability to produce NdPr metal from NdPr oxide at Independence.

Further, we introduced capabilities to produce neodymium-praseodymium-iron-boron alloy flake, a key precursor product that is utilized as the material feedstock for magnet manufacturing.

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 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.

The rare earth concentrate is principally sold pursuant to the Offtake Agreement to Shenghe (as such terms are defined in [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.

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

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

These developments are part of our Stage III downstream expansion strategy (“Stage III”).

- Completed construction and/or initial commissioning of all circuits of our Stage II optimization project;

- 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;

- Maintained strong concentrate production volumes despite continued construction and commissioning activities;

- 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;

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

Our Stage I concentrate operations continue to deliver strong production levels despite significant work on completing construction and commissioning of Stage II circuits as well as advancing the HREE Facility at Mountain Pass.

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.

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.

We consider net income and diluted EPS to be the most directly comparable financial measures calculated in accordance with generally accepted accounting principles in the 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 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 to Adjusted EBITDA and Adjusted Net Income, and Diluted EPS to Adjusted Diluted EPS.

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.

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

However, as our business continues to evolve and transitions from production of rare earth concentrate to production of separated rare earth products, the metrics that management uses to evaluate the business may continue to change or be revised.

Our results of operations depend in large part upon the market prices of REO and particularly the price of rare earth [removed: concentrate.][added: concentrate and NdPr.]

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

[removed: Interest] [added: Equity Market and Interest] Rate Risk

We had cash, cash equivalents and short-term investments totaling [removed: $997.8] [added: $850.9] million as of December 31, [removed: 2023,] [added: 2024,] of which [removed: $995.0] [added: $849.0] million was invested in money market funds, U.S. Treasury and agency securities, commercial paper and certificates of deposit.

As of December 31, [removed: 2023,] [added: 2024,] 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 pricing is primarily based off of indices in China.

Convertible Notes

While the fair values of our Convertible Notes are subject to interest rate risk, market risk and other factors due to their convertible feature, the Convertible Notes are more sensitive to the equity market price volatility of our stock price than changes in interest rates.

In March 2024, in connection with the offering of the 2030 Notes, we entered into Capped Call Options with the Counterparties.

The Capped Call Options are expected generally to reduce the potential dilution to our common stock upon any conversion of the 2030 Notes.

The fair values of our Convertible Notes will generally increase as the price of our common stock increases and will generally decrease as the price of our common stock declines in value.

The interest and market value changes affect the fair value of our Convertible Notes but do not impact our financial position, cash flows or results of operations due to the fixed nature of the debt obligations.

Generally, the fair values of our Convertible Notes will increase as interest rates fall and decrease as interest rates rise.

Over the past several years, the Federal Reserve raised interest rates in an effort to combat high inflation; however, with recent indicators that inflation is moderating, the Federal Reserve has recently begun to reduce interest rates.

Despite this shift in U.S. policy, uncertainty persists in the market and economic conditions, including the possibility of additional measures that could be taken by the Federal Reserve and other government agencies, related to concerns over inflation risk.

See [Note](#iadaf5f13b1c64f46a9f722e1c17671e4_202) 10[, “Debt Obligations,”](#iadaf5f13b1c64f46a9f722e1c17671e4_202) in the notes to the Consolidated Financial Statements for further information on our Convertible Notes.

Cash equivalents and short-term investments

[removed: The Company, which is headquartered] [added: Headquartered] in Las Vegas, Nevada, [added: the Company] owns and operates the Mountain Pass Rare Earth Mine and Processing Facility (“Mountain [removed: Pass”),] [added: Pass”) located near Mountain Pass, San Bernardino County, California,] the only rare earth mining and processing site of scale in North [removed: America, and is constructing a rare earth metal, alloy and magnet manufacturing facility in Fort Worth, Texas (the “Fort Worth Facility”), where the Company anticipates manufacturing neodymium-iron-boron (“NdFeB”) permanent magnets and its precursor products.][added: America.]

The [removed: Company] [added: Materials segment operates Mountain Pass, which] produces [added: refined] rare earth [removed: concentrate] [added: oxides and related] products as well as [removed: refined] rare earth [removed: oxides and related] [added: concentrate] products.

The [added: Materials segment primarily generates revenue from (i) sales of] rare earth [removed: concentrate] [added: concentrate, which] is principally sold pursuant to the Offtake [removed: Agreement] [added: Agreements] (as defined in [removed: [Note](#id60391492cf54e72a8c63cc5405338ef_205) 20[, “Related Party Transactions,”](#id60391492cf54e72a8c63cc5405338ef_205)] [added: [Note](#iadaf5f13b1c64f46a9f722e1c17671e4_235) 19[, “Related-Party Transactions,”](#iadaf5f13b1c64f46a9f722e1c17671e4_235)] in the notes to the Consolidated Financial Statements) to Shenghe (as defined in the [removed: [“Customers”](#id60391492cf54e72a8c63cc5405338ef_37)] [added: [“](#iadaf5f13b1c64f46a9f722e1c17671e4_40)[Customers](#iadaf5f13b1c64f46a9f722e1c17671e4_40)[”](#iadaf5f13b1c64f46a9f722e1c17671e4_40)] section below), that, in turn, typically sells that product to refiners in [removed: China.][added: China, and (ii) sales of separated rare earth products, including neodymium-praseodymium (“NdPr”) oxide, primarily to customers in Japan, South Korea, and broader Asia.]

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

As the only scaled source in North America for critical rare earths, with a processing footprint designed to operate with best-in-class sustainability and an industry-leading cost structure, the Company believes it is well-positioned to thrive as the global economy [removed: electrifies.][added: electrifies and as the United States prioritizes domestic manufacturing and secure supply chains.]

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

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

REE are used in [removed: small,] [added: supporting,] but often [removed: necessary,] [added: critical,] amounts in hundreds of different technologies, materials, and chemicals worldwide for commercial, industrial, social, medical, and environmental applications.

In [removed: just a period of] [added: the last several] decades, REE have [added: become] deeply integrated into the foundation of modern technology and [removed: industry,] [added: industry] and have proven to be difficult to duplicate or replace.

By economic value, [removed: NdPr] [added: neodymium-praseodymium (previously defined as “NdPr,” also referred to as “PrNd” or “didymium”)] is the largest segment of the REE market.

NdPr is primarily used in [removed: NdFeB] [added: neodymium-iron-boron (“NdFeB”)] permanent magnets for [added: electric machines such as] EV traction motors, wind power generators, drones, robotics, electronics and a growing list of other applications.

Depending upon the rare earth-bearing mineral, the [removed: mixture] [added: relative abundance] of light, medium and heavy REE will differ.

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

The aggregate global market for rare earth oxides (“REO”) totaled approximately [removed: 209,000] [added: 226,000] metric tons (“MTs”) in [removed: 2023] [added: 2024] and is expected to grow at a compound annual growth rate (“CAGR”) of approximately [removed: 6.1%] [added: 5.9%] through [removed: 2035,] [added: 2040,] according to research by Adamas Intelligence Inc. (“Adamas”).

Further, Adamas estimates that the NdPr segment of the REO market, which makes up a significant majority of the market value, is expected to grow at an [removed: 8.5%] [added: 8.4%] CAGR through [removed: 2035] [added: 2040] (excluding the impact of swarf recycling), well in excess of the overall REO market.

[removed: *•*Industrial] [added: *•*Industrial, Consumer] and [added: Professional] Service Robotics: motors, actuators, brakes and sensors used in industrial robots and welders, as well as [added: consumer,] service [added: and humanoid] robots;

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

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

Lastly, the Company is establishing downstream [added: capabilities] (“Stage III”) [removed: capabilities] at [removed: its Fort Worth Facility] [added: Independence] to convert a portion of the REO produced at Mountain Pass into rare earth magnets and 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 [removed: stable,] [added: stable and] scaled production of rare earth concentrate [added: by] leveraging the site’s existing processing [removed: facility.][added: facilities.]

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

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

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

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

[removed: Since] [added: Following] the implementation of the Company’s Stage I optimization [removed: plan and] [added: plan,] the [removed: achievement of commercial production] [added: Company has achieved at least 40,000 MTs] of [removed: concentrate, the Company’s quarterly] [added: annual] REO Production Volume (as defined in [Item 7.

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 [removed: beneficiation, including the ability to process alternative feedstocks and upgrade lower-grade feedstocks.]

The Company aims to achieve this initiative within the next [removed: four] [added: three] years with modest incremental capital investment.

During the [removed: third quarter] [added: second half] of 2023, the Company began producing separated rare earth products.

However, the Company [removed: expects] [added: continues to expect] that it may take [removed: several] [added: many] 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 [added: production] costs of NdPr oxide, which represents a majority of the value contained in the Company’s concentrate.

[removed: In addition,] [added: Additionally, beginning] in the fourth quarter of 2023, the Company [removed: began utilizing a] [added: utilizes] tolling [removed: partner] [added: partners] in Southeast Asia to process the Company’s NdPr oxide into NdPr metal for delivery to the Company’s customers globally.

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 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 [removed: Stage I and Stage II] facilities.

The Company is currently advancing the facilitating works, engineering and procurement for the HREE Facility, which is expected to [removed: support the separating of] [added: produce] HREE [removed: contained] [added: products primarily for use] in the [removed: Mountain Pass ore as well as from third-party feedstocks.][added: Magnetics segment.]

In February 2022, the Company commenced construction of [removed: a] [added: the Independence Facility, the U.S.’s first fully-integrated] rare earth metal, alloy and magnet manufacturing facility [added: located] in Fort Worth, [removed: Texas, completing the building and office space in November 2023.][added: Texas.]

The [removed: Fort Worth] [added: Independence] Facility serves as the business and engineering headquarters for the Company’s [removed: magnetics division.][added: Magnetics segment.]

By offering magnet customers a complete, end-to-end Western supply chain solution, the Company believes vertical integration represents a material incremental value creation [removed: opportunity.][added: opportunity, which the Company is uniquely positioned to provide given its ownership of Mountain Pass.]

The Company aims to provide users of rare earths a [removed: domestic] [added: U.S.] alternative that helps avoid the risks [added: associated with the single point-of-failure that Chinese producers represent.]

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

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

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

The Company’s operations are organized into two reportable segments: Materials and Magnetics.

See [Note](#iadaf5f13b1c64f46a9f722e1c17671e4_912) 20[, “Segment Reporting,”](#iadaf5f13b1c64f46a9f722e1c17671e4_912) in the notes to the Consolidated Financial Statements for additional information.

The Magnetics segment operates the Independence Facility, where the Company began production of magnetic precursor products in December 2024 and anticipates manufacturing neodymium-iron-boron (“NdFeB”) permanent magnets by the end of 2025.

The Company expects that the Magnetics segment will begin generating revenue from sales of magnetic precursor products, specifically NdPr metal, to a single customer in the U.S. in the first quarter of 2025.

The Company’s Materials segment includes both upstream and midstream operations, while the downstream operations constitute the Magnetics segment.

Upstream Operations - Stage I

Management’s Discussion and Analysis of Financial Condition and Results of Operations](#iadaf5f13b1c64f46a9f722e1c17671e4_109)) since 2021.

beneficiation, including the ability to process alternative feedstocks and upgrade lower-grade feedstocks.

Midstream Operations - Stage II

Downstream Operations and Future Capabilities - Stage III

Independence will convert NdPr oxide produced at Mountain Pass into permanent magnets and its precursor products, while incorporating magnet recycling capabilities.

The Company expects Independence to be capable of producing approximately 1,000 MTs of finished rare earth magnets per year at its initial design capacity, with infrastructure to support future capacity expansion.

The initial capacity would be sufficient to power more than 700,000 electric vehicle motors annually, in addition to enabling other key markets including robotics, semiconductor manufacturing, clean energy, electronics and defense technologies.

In December 2024, the Company commissioned its electrowinning capability to produce NdPr metal from NdPr oxide at Independence.

Further, the Company introduced capabilities to produce neodymium-praseodymium-iron-boron alloy flake, a key precursor product that is utilized as the material feedstock for magnet manufacturing.

In addition, the Company recently began trial production of automotive-grade, sintered NdFeB magnets at its new product introduction (“NPI”) facility within Independence.

In the near-term, the Company expects to produce and sell magnetic precursor products ahead of commissioning of its magnet manufacturing capabilities, which are targeted to enter service at the end of 2025.

Following commissioning of these capabilities and qualification of the Company’s finished magnets, the Company expects it will manufacture and sell finished magnets.

In March 2024, the Company was awarded a $58.5 million Section 48C Qualifying Advanced Energy Project Tax Credit (the “48C Credit”) to advance the construction of the Independence Facility.

The 48C Credit is an investment tax credit equal to 30% of qualified investments for certified projects that meet prevailing wage and apprenticeship requirements and are placed in service after the date of the award.

The allocation of the awards under the 48C Credit was issued by the Internal Revenue Service and Treasury following a competitive, oversubscribed process administered by the Department of Energy that evaluated the technical and commercial viability and environmental and community impact of approximately 250 projects.

As the demand for xEVs and robotics continues to grow, the Company anticipates that automotive and industrial OEMs will continue to reconfigure their supply chains to secure a consistent and reliable supply of rare earth materials for manufacturing critical magnetic components.

MP Materials is strategically positioned to leverage this opportunity by collaborating with both existing and prospective customers.

Our goal is to support their efforts in realigning capital and labor within their supply chains to accommodate the growing demand for electrification.

In addition, The Mountain Pass site includes a currently idle chlor-alkali facility that may be restarted in the future to produce key raw materials used in separations.

As discussed above, in December 2024, the Company commissioned its electrowinning capability to produce NdPr metal from NdPr oxide and introduced capabilities to produce neodymium-praseodymium-iron-boron alloy flake, a key precursor product that is utilized as the material feedstock for magnet manufacturing.

In addition, the Company recently began trial production of automotive-grade, sintered NdFeB magnets at its NPI facility within Independence.

The Company is targeting the commissioning of its magnet manufacturing capabilities by the end of 2025.

Throughout 2024, the Company significantly advanced the organization’s engineering and manufacturing technology capabilities and meaningfully added to its magnetics team of scientists, technicians, and engineers, with the team now comprised of over 100 employees.

With the recent achievements at Independence, the Company has taken a significant step towards reestablishing a fully integrated, domestic supply chain for these critical components for the first time in decades.

Beyond re-establishing a supply chain for REE in the Western Hemisphere, the Company expects to capitalize on the growing demand for downstream magnetic materials.

MP Materials’ successes at Mountain Pass highlight its ability to identify undervalued assets, execute disciplined strategies, and assemble skilled management.

In order to promote MP Materials’ owner-operator culture, every employee receives a discretionary grant of time-vested restricted stock units after joining the Company.

footprint as possible.

Materials Segment

Ltd. (“Shenghe”) under the terms of the 2024 Offtake Agreement, which became effective in January 2024 and replaced and extended the 2022 Offtake Agreement (as such terms are defined in [Note](#iadaf5f13b1c64f46a9f722e1c17671e4_235) 19[, “Related-Party Transactions,”](#iadaf5f13b1c64f46a9f722e1c17671e4_235) in the notes to the Consolidated Financial Statements).

Magnetics Segment

processes.

As operations scale at the Independence Facility, the Company expects that the Magnetics segment will be supplied with NdPr oxide produced at Mountain Pass, which is within the Materials segment.

In addition, certain raw materials expected to be used in the production of metal and magnets may be subject to pricing volatility, supply availability and other restrictions and guidelines.

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

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

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

As electrification drives significant global growth in demand for REE, the Company believes global economic trends, geopolitical realities and sustainability mandates are coalescing to further its opportunity to create stockholder value.

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

Stage I

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.

Stage II

Stage III

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 by converting NdPr oxide into permanent magnets and precursor products, as well as advancing magnet recycling capabilities.

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

The rare earth magnets and precursor products produced may also support other key markets, including clean energy, electronic and defense technologies.

The 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.

The Company believes that the ability to capture significant value from magnet production requires a scaled, steady supply of NdPr, which the Company believes it is uniquely positioned to provide in the Western Hemisphere.

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

To meet the growth in demand for 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 facilities to build electric vehicle components.

MP Materials aims to capitalize on and accelerate this opportunity by seeking to partner with current and future customers in their efforts to re-position the capital and labor in their supply chain and to meet the growth in electrification.

Beyond re-establishing a supply chain for REE in the Western Hemisphere, the Company expects to recognize compelling longer-term opportunities to further its mission through the capture of additional value by pairing its attractive access to a large domestic rare earth supply with growing demands for downstream magnetic materials.

The Company intends to accomplish this through a buy, build and/or joint venture strategy to achieve technical and cost leadership.

MP Materials believes its successes to date at Mountain Pass demonstrate a competency in identifying undervalued assets, creating a disciplined, execution-focused strategy, and assembling the management talent to create value.

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.

In addition, the Company has hired 32 employees at its Fort Worth Facility in 2023 and plans for at least 100 additional full-time employees as part of Stage III.

of the Company’s Board of Directors.

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 intends to enter into other short- and long-term sales contracts with existing and new customers for separated rare earth products.

degree of responsibility for companies and their officers, directors and employees.

Mr. Litinsky also serves as a member of the Boards of the Shirley Ryan AbilityLab and the Museum of Contemporary Art Chicago.

of, this Form 10‑K or any other documents the Company files with, or furnishes to, the SEC.

Other

The Company was incorporated on January 24, 2020, as a Delaware corporation under the name “Fortress Value Acquisition Corp.” (“FVAC”) and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

On November 17, 2020, the Company consummated the transactions contemplated by the Agreement and Plan of Merger, dated as of July 15, 2020, as amended on August 26, 2020 (the “Merger Agreement”), by and among FVAC, certain direct wholly-owned subsidiaries of FVAC, MP Mine Operations LLC, a Delaware limited liability company (“MPMO”), which owns the Mountain Pass mine and processing facilities, and Secure Natural Resources LLC, a Delaware limited liability company (“SNR”), which holds the mineral rights to the Mountain Pass mine and surrounding areas as well as intellectual property rights related to the processing and development of rare earth minerals.

Pursuant to the Merger Agreement, among other things, MPMO and SNR each became wholly-owned subsidiaries of FVAC (the “Business Combination”), which was in turn renamed “MP Materials Corp.”

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: ][added: ]

As of June 30, [removed: 2023,] [added: 2024,] the aggregate market value of the voting common stock held by non-affiliates of the registrant was approximately [removed: $3.6] [added: $1.8] 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 [removed: 30, 2023.][added: 28, 2024.]

As of February 20, [removed: 2024,] [added: 2025,] the number of shares of the registrant’s common stock outstanding was [removed: 178,077,678.][added: 163,442,217.]

Portions of the registrant’s definitive [removed: 2024] [added: 2025] 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](#id60391492cf54e72a8c63cc5405338ef_16)] [added: Business](#iadaf5f13b1c64f46a9f722e1c17671e4_19)] | | | [removed: [1](#id60391492cf54e72a8c63cc5405338ef_16)] [added: [1](#iadaf5f13b1c64f46a9f722e1c17671e4_19)] | | |

| [Item 1A. Risk [removed: Factors](#id60391492cf54e72a8c63cc5405338ef_61)] [added: Factors](#iadaf5f13b1c64f46a9f722e1c17671e4_64)] | | | [removed: [9](#id60391492cf54e72a8c63cc5405338ef_61)] [added: [9](#iadaf5f13b1c64f46a9f722e1c17671e4_64)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#id60391492cf54e72a8c63cc5405338ef_64)] [added: Comments](#iadaf5f13b1c64f46a9f722e1c17671e4_79)] | | | [removed: [25](#id60391492cf54e72a8c63cc5405338ef_64)] [added: [26](#iadaf5f13b1c64f46a9f722e1c17671e4_79)] | | |

| [Item 2. [removed: Properties](#id60391492cf54e72a8c63cc5405338ef_67)] [added: Properties](#iadaf5f13b1c64f46a9f722e1c17671e4_85)] | | | [removed: [25](#id60391492cf54e72a8c63cc5405338ef_67)] [added: [27](#iadaf5f13b1c64f46a9f722e1c17671e4_85)] | | |

| [Item 3. Legal [removed: Proceedings](#id60391492cf54e72a8c63cc5405338ef_76)] [added: Proceedings](#iadaf5f13b1c64f46a9f722e1c17671e4_94)] | | | [removed: [33](#id60391492cf54e72a8c63cc5405338ef_76)] [added: [35](#iadaf5f13b1c64f46a9f722e1c17671e4_94)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#id60391492cf54e72a8c63cc5405338ef_79)] [added: Disclosures](#iadaf5f13b1c64f46a9f722e1c17671e4_97)] | | | [removed: [33](#id60391492cf54e72a8c63cc5405338ef_79)] [added: [35](#iadaf5f13b1c64f46a9f722e1c17671e4_97)] | | |

| [Item 5. Market for [removed: Registrant](#id60391492cf54e72a8c63cc5405338ef_85)[’](#id60391492cf54e72a8c63cc5405338ef_91)[s] [added: Registrant](#iadaf5f13b1c64f46a9f722e1c17671e4_103)[’](#iadaf5f13b1c64f46a9f722e1c17671e4_109)[s] Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#id60391492cf54e72a8c63cc5405338ef_85)] [added: Securities](#iadaf5f13b1c64f46a9f722e1c17671e4_103)] | | | [removed: [33](#id60391492cf54e72a8c63cc5405338ef_85)] [added: [35](#iadaf5f13b1c64f46a9f722e1c17671e4_103)] | | |

| [Item 6. [removed: \[Reserved\]](#id60391492cf54e72a8c63cc5405338ef_88)] [added: \[Reserved\]](#iadaf5f13b1c64f46a9f722e1c17671e4_106)] | | | [removed: [34](#id60391492cf54e72a8c63cc5405338ef_88)] [added: [38](#iadaf5f13b1c64f46a9f722e1c17671e4_106)] | | |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#id60391492cf54e72a8c63cc5405338ef_91)] [added: Operations](#iadaf5f13b1c64f46a9f722e1c17671e4_109)] | | | [removed: [35](#id60391492cf54e72a8c63cc5405338ef_91)] [added: [38](#iadaf5f13b1c64f46a9f722e1c17671e4_109)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#id60391492cf54e72a8c63cc5405338ef_124)] [added: Risk](#iadaf5f13b1c64f46a9f722e1c17671e4_148)] | | | [removed: [51](#id60391492cf54e72a8c63cc5405338ef_124)] [added: [58](#iadaf5f13b1c64f46a9f722e1c17671e4_148)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#id60391492cf54e72a8c63cc5405338ef_127)] [added: Data](#iadaf5f13b1c64f46a9f722e1c17671e4_151)] | | | [removed: [53](#id60391492cf54e72a8c63cc5405338ef_127)] [added: [60](#iadaf5f13b1c64f46a9f722e1c17671e4_151)] | | |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#id60391492cf54e72a8c63cc5405338ef_211)] [added: Disclosure](#iadaf5f13b1c64f46a9f722e1c17671e4_241)] | | | [removed: [86](#id60391492cf54e72a8c63cc5405338ef_211)] [added: [102](#iadaf5f13b1c64f46a9f722e1c17671e4_241)] | | |

| [Item 9A. Controls and [removed: Procedures](#id60391492cf54e72a8c63cc5405338ef_214)] [added: Procedures](#iadaf5f13b1c64f46a9f722e1c17671e4_244)] | | | [removed: [86](#id60391492cf54e72a8c63cc5405338ef_214)] [added: [102](#iadaf5f13b1c64f46a9f722e1c17671e4_244)] | | |

| [Item 9B. Other [removed: Information](#id60391492cf54e72a8c63cc5405338ef_217)] [added: Information](#iadaf5f13b1c64f46a9f722e1c17671e4_247)] | | | [removed: [86](#id60391492cf54e72a8c63cc5405338ef_217)] [added: [102](#iadaf5f13b1c64f46a9f722e1c17671e4_247)] | | |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#id60391492cf54e72a8c63cc5405338ef_220)] [added: Inspections](#iadaf5f13b1c64f46a9f722e1c17671e4_250)] | | | [removed: [86](#id60391492cf54e72a8c63cc5405338ef_220)] [added: [103](#iadaf5f13b1c64f46a9f722e1c17671e4_250)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#id60391492cf54e72a8c63cc5405338ef_226)] [added: Governance](#iadaf5f13b1c64f46a9f722e1c17671e4_256)] | | | [removed: [87](#id60391492cf54e72a8c63cc5405338ef_226)] [added: [103](#iadaf5f13b1c64f46a9f722e1c17671e4_256)] | | |

| [Item 11. Executive [removed: Compensation](#id60391492cf54e72a8c63cc5405338ef_229)] [added: Compensation](#iadaf5f13b1c64f46a9f722e1c17671e4_259)] | | | [removed: [87](#id60391492cf54e72a8c63cc5405338ef_229)] [added: [103](#iadaf5f13b1c64f46a9f722e1c17671e4_259)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#id60391492cf54e72a8c63cc5405338ef_232)] [added: Matters](#iadaf5f13b1c64f46a9f722e1c17671e4_262)] | | | [removed: [87](#id60391492cf54e72a8c63cc5405338ef_232)] [added: [103](#iadaf5f13b1c64f46a9f722e1c17671e4_262)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#id60391492cf54e72a8c63cc5405338ef_235)] [added: Independence](#iadaf5f13b1c64f46a9f722e1c17671e4_265)] | | | [removed: [87](#id60391492cf54e72a8c63cc5405338ef_235)] [added: [103](#iadaf5f13b1c64f46a9f722e1c17671e4_265)] | | |

| [Item 14. Principal Accountant Fees and [removed: Services](#id60391492cf54e72a8c63cc5405338ef_238)] [added: Services](#iadaf5f13b1c64f46a9f722e1c17671e4_268)] | | | [removed: [87](#id60391492cf54e72a8c63cc5405338ef_238)] [added: [103](#iadaf5f13b1c64f46a9f722e1c17671e4_268)] | | |

| [Item 15. Exhibit and Financial Statement [removed: Schedules](#id60391492cf54e72a8c63cc5405338ef_244)] [added: Schedules](#iadaf5f13b1c64f46a9f722e1c17671e4_274)] | | | [removed: [87](#id60391492cf54e72a8c63cc5405338ef_244)] [added: [104](#iadaf5f13b1c64f46a9f722e1c17671e4_274)] | | |

| [Item 16. Form 10-K [removed: Summary](#id60391492cf54e72a8c63cc5405338ef_247)] [added: Summary](#iadaf5f13b1c64f46a9f722e1c17671e4_277)] | | | [removed: [89](#id60391492cf54e72a8c63cc5405338ef_247)] [added: [106](#iadaf5f13b1c64f46a9f722e1c17671e4_277)] | | |

Certain statements included in this Annual Report on Form 10-K for the year ended December 31, [removed: 2023] [added: 2024] (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 [added: the Company’s] ability to compete with substitutions for such products;

- unanticipated costs or delays associated with the ramp-up of our [removed: Stage II optimization project;][added: production of separated rare earth products;]

- unanticipated costs or delays associated with our [removed: Stage III project;][added: Independence Facility;]

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

- uncertainties related to the Company’s ability to produce and supply NdFeB magnets and precursor [removed: materials;][added: products;]

- [removed: potential power shortages and interruptions] [added: lower production volumes] at the Mountain Pass Rare Earth Mine and Processing [removed: Facility;][added: Facility due to power outages and interruptions, equipment failure, spare parts shortages, or process performance;]

- increasing costs or limited access to raw materials that may adversely affect our [added: production and/or] profitability;

- uncertainty in our estimates of rare earth [removed: oxide] [added: mineral] reserves;

- risks associated with the terms of our [removed: convertible notes;] [added: Convertible Notes] and [added: Capped Call Options (as defined in [Note](#iadaf5f13b1c64f46a9f722e1c17671e4_202) 10[, “Debt Obligations”](#iadaf5f13b1c64f46a9f722e1c17671e4_202));]

Risk [removed: Factors”](#id60391492cf54e72a8c63cc5405338ef_61)] [added: Factors”](#iadaf5f13b1c64f46a9f722e1c17671e4_64)] of this Annual Report.

Risk [removed: Factors.”](#id60391492cf54e72a8c63cc5405338ef_61)] [added: Factors.”](#iadaf5f13b1c64f46a9f722e1c17671e4_64)] The risks described within [“Part I, Item 1A.

| [PART I](#iadaf5f13b1c64f46a9f722e1c17671e4_16) | | | | | |

| [Item 1C. Cybersecurity](#iadaf5f13b1c64f46a9f722e1c17671e4_82) | | | [26](#iadaf5f13b1c64f46a9f722e1c17671e4_82) | | |

| [PART II](#iadaf5f13b1c64f46a9f722e1c17671e4_100) | | | | | |

| [PART III](#iadaf5f13b1c64f46a9f722e1c17671e4_253) | | | | | |

| [PART IV](#iadaf5f13b1c64f46a9f722e1c17671e4_271) | | | | | |

| [Signatures](#iadaf5f13b1c64f46a9f722e1c17671e4_280) | | | [107](#iadaf5f13b1c64f46a9f722e1c17671e4_280) | | |

- uncertainties relating to significant political, trade, and regulatory developments, including changes resulting from the change in the U.S. federal administration;

- risks associated with our share repurchase program and whether it will be fully consummated or that our share repurchase program will enhance long-term stockholder value; and

| [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) | | |

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 [removed: Senior Director] [added: Vice President] of Internal Audit, meets periodically and more often, as needed, in the event cybersecurity incidents are identified.

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

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

Additionally, the Company provides cybersecurity awareness training to its employees, incident response personnel, and senior management.

The Company owns and operates the Mountain Pass Rare Earth Mine and Processing Facility (previously defined as “Mountain Pass”), which is located on [removed: 2,222] [added: 2,232] fee simple acres of land, approximately 50 miles southwest of Las Vegas, Nevada, near Mountain Pass, San Bernardino County, California, at geographic coordinates 35°28’56”N latitude and 115°31’54”W longitude.

Mountain Pass [added: supports the Company’s Materials segment and] includes an open-pit mine in the production stage, infrastructure supporting mining and processing operations, overburden and ore stockpiles, a crusher, a mill/flotation plant, hydrometallurgy facilities, separation plants, product finishing facilities, tailings processing and storage facilities, a water treatment plant, 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 net carrying amount of property, plant and equipment [added: (excluding mineral rights)] used in the operation of Mountain Pass was approximately [removed: $577] [added: $621] million as of December 31, [removed: 2023.][added: 2024.]

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

As of December 31, [removed: 2023,] [added: 2024,] approximately [removed: 1,118] [added: 1,128] acres of the [removed: 2,222] [added: 2,232] acres were in use (e.g., existing buildings, infrastructure or active disturbance).

These mining claims and mill sites provide land for mining, ancillary [removed: facilities] [added: facilities,] and expansion capacity around Mountain Pass.

![MP [removed: Site] Image [removed: v2.jpg](https://www.sec.gov/Archives/edgar/data/1801368/000180136824000014/mp-20231231_g2.jpg)][added: 2024.jpg](https://www.sec.gov/Archives/edgar/data/1801368/000180136825000009/mp-20241231_g2.jpg)]

Mining, [removed: milling] [added: milling,] and separation processes continued under Unocal Corporation, which purchased Molybdenum Corporation of America in 1977, until 1998.

The Company holds the necessary permits to operate Mountain Pass, including conditional use and minor use permits from San Bernardino County, California, and an associated environmental impact report, all of which were issued in 2004, which currently allow continued operation of Mountain Pass through 2042, though the Company expects to extend such permits to allow for continued operation through at least [removed: 2056.][added: 2053.]

In [removed: third quarter] [added: the second half] of 2023, the Company [removed: also] commenced production of separated [removed: finished] rare earth [removed: oxides and compounds.][added: products.]

The total orebody strike length is approximately 2,750 feet and dip extent is 3,000 feet; true thickness of the more than 2% total rare earth oxide (“TREO”) grade [removed: zone ranges between 15 feet and 250 feet.]

(1)See the [“Rare Earth Resources and [removed: Reserves”](#id60391492cf54e72a8c63cc5405338ef_73)] [added: Reserves”](#iadaf5f13b1c64f46a9f722e1c17671e4_91)] section below for definition.

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

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 October 1, [removed: 2023] [added: 2024] (the [removed: “2023] [added: “2024] TRS”) (refer to [Exhibit [removed: 96.1](https://www.sec.gov/Archives/edgar/data/1801368/000180136824000014/d781499dex961.htm)] [added: 96.1](https://www.sec.gov/Archives/edgar/data/1801368/000180136825000009/mpmcexhibit961123124.htm)] to this Annual Report).

The mineral resource and mineral reserve estimated in the [removed: 2023] [added: 2024] TRS were subsequently depleted by SRK to present an estimate of our resources and reserves as of December 31, [removed: 2023.][added: 2024.]

The depletion removed by SRK represents resources and reserves that were extracted from the Mountain Pass open pit from October 1, [removed: 2023,] [added: 2024,] through December 31, [removed: 2023.][added: 2024.]

[added: 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 content, a variety of duplicate samples, and blank samples.

An economic COG of [removed: 2.18%] [added: 2.35%] TREO has been developed to ensure that material reported as a mineral resource can satisfy the definition of having reasonable prospects for economic extraction as required for the SEC definition.

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

A description of the methodology used to calculate mineral resources is provided in [Exhibit [removed: 96.1](https://www.sec.gov/Archives/edgar/data/1801368/000180136824000014/d781499dex961.htm)] [added: 96.1](https://www.sec.gov/Archives/edgar/data/1801368/000180136825000009/mpmcexhibit961123124.htm)] to this Annual Report.

[removed: During 2023 the] [added: The] Company [removed: completed construction of] [added: operates] a separations facility at Mountain Pass that allows [removed: the Company] [added: it] to separate bastnaesite concentrate into four individual REO products for sale.

For economic modeling of the mineral reserves, SRK assumed that [removed: 2024] production will be a combination of bastnaesite concentrate sales and sales of four individual REO products: neodymium and praseodymium (previously defined as “NdPr”) oxide; samarium, europium, and gadolinium (“SEG+”) [removed: oxalate;] [added: precipitate;] lanthanum carbonate; and cerium chloride.

SRK generated a cash flow model which indicated positive economics for the [added: 30-year] LoM plan, which provides the basis for the reserves.

Reserves within the new ultimate pit are sequenced for [removed: the remaining 33-year LoM (2024] [added: approximately 25 years (Q4 2024] through [removed: 2056).][added: 2048), with processing of stockpile material to occur for a further approximately 5 years (2049 through early 2053).]

The calculated COG for the reserves is [removed: 2.43%] [added: 2.50%] 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: 0.70] [added: 0.45] pit (used on the north half of the deposit) and the RF 1.00 pit shell (used on the south half of the deposit).

A description of the methodology used to calculate mineral reserves is provided in [Exhibit [removed: 96.1](https://www.sec.gov/Archives/edgar/data/1801368/000180136824000014/d781499dex961.htm)] [added: 96.1](https://www.sec.gov/Archives/edgar/data/1801368/000180136825000009/mpmcexhibit961123124.htm)] to this Annual Report.

As of December 31, [removed: 2023,] [added: 2024,] SRK estimates total indicated resources of [removed: 1.45] [added: 4.35] million STs with an average grade of [removed: 2.75%] [added: 3.71%] TREO and [removed: 9.09] [added: 13.35] million STs of inferred resources with an average grade of [removed: 5.05%] [added: 4.79%] TREO.

| [removed: Total Indicated] [added: Indicated Mineral Resources] | | | [added: December 31, 2023] | | | [removed: 2.18] [added: 2.18] | | | [removed: 1.45] [added: 1.45] | | | [removed: 2.75] [added: 2.75] | | | [removed: 0.89] [added: 0.89] | | | [removed: 1.37] [added: 1.37] | | | [removed: 0.12] [added: 0.12] | | | [removed: 0.33] [added: 0.33] | | | [removed: 0.02] [added: 0.02] | | |

| [removed: Total Inferred] [added: Inferred Mineral Resources] | | | [added: December 31, 2023] | | | [removed: 2.18] [added: 2.18] | | | [removed: 9.09] [added: 9.09] | | | [removed: 5.05] [added: 5.05] | | | [removed: 1.65] [added: 1.65] | | | [removed: 2.52] [added: 2.52] | | | [removed: 0.21] [added: 0.21] | | | [removed: 0.61] [added: 0.61] | | | [removed: 0.04] [added: 0.04] | | |

*•*The mineral resource model has been depleted for historical mining based on the December 31, [removed: 2023,] [added: 2024,] pit topography.

The following table is provided to show the change in mineral resources from December 31, [removed: 2022,] [added: 2023,] to December 31, [removed: 2023:][added: 2024:]

| Description | | | Estimate Date | | | [added: Cut-off TREO (%) | | |] Million Short Tons (dry) | | | TREO | | | La2O3 | | | CeO2 | | | Pr6O11 | | | Nd2O3 | | | Sm2O3 | | |

(1)Percentages [removed: do] [added: may] 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 [removed: 2023,] [added: 2024, assumed improvements in metallurgical recovery,] and a change in the mineral resource COG due to updated project economics.

As of December 31, [removed: 2023,] [added: 2024,] SRK estimates total proven reserves of [removed: 0.64] [added: 0.81] million STs of ore with an average grade of [removed: 4.28%] [added: 4.06%] TREO and [removed: 27.82] [added: 28.88] million STs of probable reserves with an average ore grade of [removed: 6.25%.][added: 6.02%.]

The Company’s total proven and probable reserves are estimated as [removed: 28.46] [added: 29.69] million STs with an average grade of [removed: 6.20%.][added: 5.97%.]

The reference point for the mineral reserves is material delivered to the Mountain Pass [removed: mill and flotation facilities.][added: crushing facility.]

Based on these estimated reserves, the Company’s expected remaining mine life [added: as of December 31, 2024,] is approximately [removed: 33] [added: 29] years [removed: (2024] [added: (2025] through [removed: 2056)] [added: 2053)] to complete the processing of stockpiles and separations.

The following table states the amount of the Company’s proven and probable mineral reserves as of December 31, [removed: 2023.][added: 2024.]

zone ranges between 15 feet and 250 feet.

Independence Facility

In the fourth quarter of 2024, the Company commissioned machinery and equipment used in the manufacturing of NdPr metal, including electrolysis cells, and placed into service certain other machinery and equipment necessary for the production of other magnetic precursor products, such as strip casters.

Installation and construction related to certain magnet manufacturing processes and equipment continues within the building.

The Independence Facility supports the Magnetics segment.

The Company further expects to install an ore sorting (pre-concentration) facility during 2025 to upgrade mined ore that is in the 2.5% to 5.0% TREO grade range.

The Company expects that the separations and ore sorting facilities will both achieve full design capacity during 2026.

Pit optimization was performed based on prices that were established by the preliminary market study.

| Indicated | | | Within the Reserve Pit | | | 2.35 | | | 0.73 | | | 2.43 | | | 0.79 | | | 1.21 | | | 0.10 | | | 0.29 | | | 0.02 | | |

| Within the Resource Pit | | | 2.35 | | | 3.62 | | | 3.97 | | | 1.29 | | | 1.98 | | | 0.17 | | | 0.48 | | | 0.04 | | | | | |

| Total Indicated | | | | | | 2.35 | | | 4.35 | | | 3.71 | | | 1.21 | | | 1.85 | | | 0.16 | | | 0.45 | | | 0.03 | | |

| Inferred | | | Within the Reserve Pit | | | 2.35 | | | 6.85 | | | 5.77 | | | 1.88 | | | 2.88 | | | 0.24 | | | 0.70 | | | 0.05 | | |

| Within the Resource Pit | | | 2.35 | | | 6.50 | | | 3.76 | | | 1.23 | | | 1.88 | | | 0.16 | | | 0.46 | | | 0.03 | | | | | |

| Total Inferred | | | | | | 2.35 | | | 13.35 | | | 4.79 | | | 1.56 | | | 2.39 | | | 0.21 | | | 0.58 | | | 0.04 | | |

- Pit optimization is based on pit slope angles of 39° to 45° including ramps and the following assumed prices: Rare Earth Mineral Concentrate $11.73 per kilogram (“kg”), PrNd Oxide $143.55/kg, SEG+ Precipitate $55.45/kg, La Carbonate $1.66/kg and Ce Chloride $2.96/kg.

- Pit optimization is based on concentrator recovery that varies based on the grade of the ore fed to the concentrator.

The average REO distribution in the concentrate is PrNd (15.7%), SEG+ (1.8%), Lanthanum (32.3%) and Cerium (50.2%).

Overall recoveries at the onsite separations plant as applied to concentrate containing on average 60% TREO are: PrNd Oxide (89.7%), SEG+ Precipitate (97.9%), La Carbonate (75.0%) and Ce Chloride (11.5%).

- Pit optimization is based on the following costs: mining cost at the pit exit of $1.50 per ST mined plus $0.05 per ST mined for each 15 feet bench above or below the pit exit, sorted ore rehandling ($2.55 per ST of sorted ore mined); non-sorted ore rehandling ($2.17 per ST of non-sorted ore mined), crushing ($3.66 per ST of ore crushed); ore sorting ($1.80 per ST ore fed to ore sorters), concentrating ($50.05 per ST of ore fed to concentrator), general and administrative ($28.82 per ST of ore fed to the concentrator), separations (includes a fixed annual cost and a variable cost of $1,080.59 per ST of concentrate processed on site), finished product shipping ($146.92 per ST shipped) and sustaining capital ($33.23 per ST of ore fed to the concentrator).

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

| Indicated Mineral Resources | | | December 31, 2024 | | | 2.35 | | | 4.35 | | | 3.71 | | | 1.21 | | | 1.85 | | | 0.16 | | | 0.45 | | | 0.03 | | |

| Difference | | | | | | | | | 2.90 | | | 0.96 | | | 0.32 | | | 0.48 | | | 0.04 | | | 0.12 | | | 0.01 | | |

| % Difference(1) | | | | | | | | | 200.1 | | % | 34.9 | | % | 36.0 | | % | 35.0 | | % | 33.3 | | % | 36.4 | | % | 50.0 | | % |

| Inferred Mineral Resources | | | December 31, 2024 | | | 2.35 | | | 13.35 | | | 4.79 | | | 1.56 | | | 2.39 | | | 0.21 | | | 0.58 | | | 0.04 | | |

| Difference | | | | | | | | | 4.26 | | | (0.26) | | | (0.09) | | | (0.13) | | | 0.00 | | | (0.03) | | | 0.00 | | |

| % Difference(1) | | | | | | | | | 46.9 | | % | (5.1)% | | | (5.5)% | | | (5.2)% | | | —% | | | (4.9)% | | | —% | | |

| Proven | | | Current Stockpiles | | | 0.81 | | | 4.06 | | | 4.15 | | | 0.03 | | |

| Proven Totals | | | 0.81 | | | 4.06 | | | 4.15 | | | 0.03 | | | | | |

| In situ | | | 28.88 | | | 6.02 | | | 6.96 | | | 2.01 | | | | | |

| Probable Totals | | | 28.88 | | | 6.02 | | | 6.96 | | | 2.01 | | | | | |

| Proven + Probable | | | Current Stockpiles | | | 0.81 | | | 4.06 | | | 4.15 | | | 0.03 | | |

| In situ | | | 28.88 | | | 6.02 | | | 6.96 | | | 2.01 | | | | | |

| Proven + Probable Totals | | | 29.69 | | | 5.97 | | | 6.88 | | | 2.04 | | | | | |

- Pit optimization is based on pit slope angles of 39° to 45° including ramps and the following assumed prices: Rare Earth Mineral Concentrate $10.20/kg, PrNd Oxide $124.83/kg, SEG+ Precipitate $48.22/kg, La Carbonate $1.44/kg and Ce Chloride $2.57/kg.

- Pit optimization is based on concentrator recovery that varies based on the grade of the ore fed to the concentrator.

The average REO distribution in the concentrate is PrNd (15.7%), SEG+ (1.8%), Lanthanum (32.3%) and Cerium (50.2%).

Overall recoveries at the onsite separations plant as applied to concentrate containing on average 60% TREO are: PrNd Oxide (89.7%), SEG+ Precipitate (97.9%), La Carbonate (75.0%) and Ce Chloride (11.5%).

- Pit optimization is based on the following costs: mining cost at the pit exit of $1.50 per ST mined plus $0.05 per ST mined for each 15 feet bench above or below the pit exit, sorted ore rehandling ($2.55 per ST of sorted ore mined); non-sorted ore rehandling ($2.17 per ST of non-sorted ore mined), crushing ($3.66 per ST of ore crushed); ore sorting ($1.80 per ST ore fed to ore sorters), concentrating ($50.05 per ST of ore fed to concentrator), general and administrative ($28.82 per ST of ore fed to the concentrator), separations (includes a fixed annual cost and a variable cost of $1,080.59 per ST of concentrate processed on site), finished product shipping ($146.92 per ST shipped) and sustaining capital ($33.23 per ST of ore fed to the concentrator).

| Proven + Probable Reserves | | | December 31, 2024 | | | 29.69 | | | 5.97 | | | 6.88 | | | 2.04 | | |

| Difference | | | | | | 1.23 | | | (0.23) | | | 0.34 | | | 0.18 | | |

Fort Worth Facility

The quality analytical database is also supported by a limited

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.

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

From this evaluation, pit optimization was performed based on an equivalent concentrate price of $10,836 per dry ST of 60% TREO concentrate.

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 | | | | | |

| Inferred | | | Within the Reserve Pit | | | 2.18 | | | 6.68 | | | 5.52 | | | 1.80 | | | 2.75 | | | 0.23 | | | 0.67 | | | 0.05 | | |

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

- Mineral resource tonnage and grade are reported as diluted.

- Pit optimization is based on an average TREO% equivalent concentrate price of $12,461 per dry ST of 60% TREO concentrate, average mining cost at the pit exit of $1.70 per dry ST mined plus $0.068 per dry ST mined for each 15 feet bench above or below the pit exit, combined milling and SG&A costs of $78.94 per dry ST ore milled, separations facility costs of $1,551 per dry ST of 60% TREO concentrate treated, freight of $163 per ST of dry product shipped, sustaining capital costs of $30.48 per dry ST of ore mined, and overall pit slope angles of 39° to 45° including ramps.

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

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

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

| Difference | | | | | | 0.02 | | | (0.08) | | | (0.03) | | | (0.04) | | | 0.00 | | | (0.01) | | | (0.01) | | |

| % 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 | | |

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

| 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 | | | | | |

- Pit optimization is based on an average TREO% equivalent concentrate price of $10,836 per dry ST of 60% TREO concentrate, average mining cost at the pit exit of $1.70 per dry ST mined plus $0.068 per dry ST mined for each 15 feet bench above or below the pit exit, combined milling and SG&A costs of $78.94 per dry ST ore milled, separations facility costs of $1,551 per dry ST of 60% TREO concentrate treated, freight of $163 per ST of dry product shipped, sustaining capital costs of $30.48 per dry ST of ore mined, and overall pit slope angles of 39° to 45° including ramps.

| Proven + Probable Reserves | | | December 31, 2022 | | | 29.30 | | | 6.32 | | | 6.69 | | | 1.96 | | |

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

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

The reason for the differences between the two estimates is due to reserves that were mined and processed during 2023.

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/1801368/000180136824000014/mpmcexhibit951123123.htm)] [added: 95.1](https://www.sec.gov/Archives/edgar/data/1801368/000180136825000009/mpmcexhibit951123124.htm)] to this Annual Report.

According to Continental Stock Transfer & Trust Company, the Company’s transfer agent, there were [removed: 128] [added: 123] active holders of record of the Company’s common stock as of February [removed: 15, 2024.][added: 17, 2025.]

[removed: Pursuant to] the [removed: terms of the agreement to acquire the license, 152,504 shares were issued immediately and the] remaining shares [added: have been or] 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.

During the three months ended December 31, [removed: 2023,] [added: 2024,] 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 following graph compares the cumulative total stockholder return for the Company’s common stock to the cumulative total returns for the Russell 2000 Index, S&P MidCap 400 Index and [removed: a] peer [removed: group.][added: groups (the “2023 Peer Group” and the “2024 Peer Group”).]

The [removed: peer group consists] [added: 2023 Peer Group consisted] 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 [removed: total cumulative return calculations are for] [added: 2024 Peer Group consists of] the [removed: period commencing November 18, 2020, for investments in stock, or October 31, 2020, for investments in index, and ending December 31, 2023,] [added: following companies: Alcoa Corporation, Alpha Metallurgical Resources, Inc., Ashland Global Holdings Inc., Axalta Coating Systems Ltd., Cabot Corporation, The Chemours Company, Commercial Metals Company, Compass Minerals International, Inc., Element Solutions Inc., Hecla Mining Company, Materion Corporation, The Mosaic Company, Inc., Olin Corporation,] and [removed: include the reinvestment of dividends.][added: Quaker Chemical Corporation.]

[removed: ][added: ]

Copyright © [removed: 2024] [added: 2025] Russell Investment Group.

Copyright © [removed: 2024] [added: 2025] Standard & Poor’s, a division of S&P Global.

| MP Materials Corp. | | | $ | 100.00 | | | | | $ | 213.19 | | | | | $ | 300.99 | | | | | $ | 160.90 | | | | | $ | 131.54 | | [added: | | | $ | 103.38 | |]

| Russell 2000 Index | | | $ | 100.00 | | | | | $ | 128.68 | | | | | $ | 147.75 | | | | | $ | 117.55 | | | | | $ | 137.45 | | [added: | | | $ | 153.31 | |]

| S&P MidCap 400 Index | | | $ | 100.00 | | | | | $ | 121.73 | | | | | $ | 151.87 | | | | | $ | 132.03 | | | | | $ | 153.74 | | [added: | | | $ | 175.15 | |]

| [added: 2023] Peer Group | | | $ | 100.00 | | | | | $ | 112.07 | | | | | $ | 170.93 | | | | | $ | 180.34 | | | | | $ | 186.27 | | [added: | | | $ | 161.46 | |]

Pursuant to the terms of the agreement to acquire the license, 152,504 shares were issued immediately and

The Company evaluates its peer group on an annual basis to ensure the peer group closely aligns with the Company’s size and line of business.

Effective December 31, 2024, the Company revised its peer group.

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, 2024, and include the reinvestment of dividends.

| | | | 11/18/20 | | | | | | 12/31/20 | | | | | | 12/31/21 | | | | | | 12/31/22 | | | | | | 12/31/23 | | | | | | 12/31/24 | | |

| 2024 Peer Group | | | $ | 100.00 | | | | | $ | 111.57 | | | | | $ | 169.20 | | | | | $ | 165.18 | | | | | $ | 172.07 | | | | | $ | 147.47 | |

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

We have audited the accompanying consolidated balance sheets of MP Materials Corp. and subsidiaries (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive [removed: income,] [added: income (loss),] changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As discussed in Note [removed: 20] [added: 19] 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: 2023] [added: 2024] and comparing the responses to the Company’s consolidated financial statements

| (in thousands, except share and per share data) | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Cash and cash equivalents | | | $ | [added: 282,442 | | | | | $ |] 263,351 | | | | | $ | 136,627 | |

| Short-term investments | | | [removed: 734,493] [added: 568,426] | | | | | | [removed: 1,045,718] [added: 734,493] | | |

| Total cash, cash equivalents and short-term investments | | | [removed: 997,844] [added: 850,868] | | | | | | [removed: 1,182,345] [added: 997,844] | | |

| Accounts receivable, net of allowance for credit losses of $0 and $0, respectively (including related party) | | | [removed: 10,029] [added: 18,874] | | | | | | [removed: 32,856] [added: 10,029] | | |

| Inventories | | | [removed: 95,182] [added: 107,905] | | | | | | [removed: 57,554] [added: 95,182] | | |

| Government grant receivable | | | [removed: 19,302] [added: 19,799] | | | | | | [removed: —] [added: 19,302] | | |

| Prepaid expenses and other current assets | | | [removed: 8,820] [added: 10,204] | | | | | | [removed: 21,073] [added: 7,990] | | |

| Total current assets | | | [removed: 1,131,177] [added: 1,031,322] | | | | | | [removed: 1,293,828] [added: 1,131,177] | | |

| Property, plant and equipment, net | | | [removed: 1,158,054] [added: 1,251,496] | | | | | | [removed: 935,743] [added: 1,158,054] | | |

| Operating lease right-of-use assets | | | [removed: 10,065] [added: 8,680] | | | | | | [removed: 99] [added: 10,065] | | |

| Inventories | | | [removed: 13,350] [added: 19,031] | | | | | | [removed: 5,744] [added: 13,350] | | |

| [removed: Equity] [added: Investment in equity] method [removed: investment] [added: investee] | | | [removed: 9,673] [added: —] | | | | | | [added: (9,673) | | | | | |] — | | |

| Intangible assets, net | | | [removed: 8,881] [added: 7,370] | | | | | | [removed: 89] [added: 8,881] | | |

| Other non-current assets | | | [removed: 5,252] [added: 15,659] | | | | | | [removed: 2,284] [added: 14,925] | | |

| Total non-current assets | | | [removed: 1,205,275] [added: 1,302,236] | | | | | | [removed: 943,959] [added: 1,205,275] | | |

| Total assets | | | $ | [removed: 2,336,452] [added: 2,333,558] | | | | | $ | [removed: 2,237,787] [added: 2,336,452] | |

| Accounts and construction payable | | | $ | [removed: 27,995] [added: 23,562] | | | | | $ | [removed: 15,326] [added: 27,995] | |

| Accrued liabilities | | | [removed: 73,939] [added: 64,727] | | | | | | [removed: 56,939] [added: 73,939] | | |

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

| Other current liabilities | | | [removed: 6,616] [added: 18,850] | | | | | | [removed: 4,053] [added: 6,616] | | |

| Total current liabilities | | | [removed: 108,550] [added: 164,019] | | | | | | [removed: 97,481] [added: 108,550] | | |

| Long-term debt, net | | | [removed: 681,980] [added: 908,729] | | | | | | [removed: 678,444] [added: 681,980] | | |

| Operating lease liabilities | | | [removed: 6,829] [added: 5,798] | | | | | | [removed: 15] [added: 6,829] | | |

| Deferred government grant | | | [removed: 17,433] [added: 20,087] | | | | | | [removed: —] [added: 17,433] | | |

| Deferred income taxes | | | [removed: 130,793] [added: 85,309] | | | | | | [removed: 122,353] [added: 130,793] | | |

| Other non-current liabilities | | | [removed: 3,025] [added: 26,114] | | | | | | [removed: 4,985] [added: 25,088] | | |

| Total non-current liabilities | | | [removed: 862,123] [added: 1,114,659] | | | | | | [removed: 827,672] [added: 862,123] | | |

| Total liabilities | | | [removed: 970,673] [added: 1,278,678] | | | | | | [removed: 925,153] [added: 970,673] | | |

| Commitments and contingencies ([Note [removed: 13](#id60391492cf54e72a8c63cc5405338ef_187))] [added: 13](#iadaf5f13b1c64f46a9f722e1c17671e4_214))] | | | | | | | | | | | |

| Common stock ($0.0001 par value, 450,000,000 shares authorized, [removed: 178,082,383] [added: 178,445,570] and [removed: 177,706,608] [added: 178,082,383] shares [removed: issued] [added: issued,] and [added: 163,195,788 and 178,082,383 shares] outstanding, as of December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022,] [added: 2023,] respectively) | | | [removed: 17] [added: 18] | | | | | | [removed: 18] [added: 17] | | |

| Additional paid-in capital | | | [removed: 979,891] [added: 961,434] | | | | | | [removed: 951,008] [added: 979,891] | | |

| Retained earnings | | | [removed: 385,726] [added: 320,302] | | | | | | [removed: 361,419] [added: 385,726] | | |

| Accumulated other comprehensive income | | | [removed: 145] [added: 173] | | | | | | [removed: 189] [added: 145] | | |

February 28, 2025

| Income taxes receivable | | | 23,672 | | | | | | 830 | | |

| Deferred revenue | | | 56,880 | | | | | | — | | |

| Deferred revenue | | | 43,120 | | | | | | — | | |

| Deferred investment tax credit | | | 25,502 | | | | | | — | | |

| Treasury stock, at cost, 15,249,782 and 0 shares, respectively | | | (227,047) | | | | | | — | | |

| Revenue (including related party) | | | $ | 203,855 | | | | | $ | 253,445 | | | | | $ | 527,510 | |

| Gain on early extinguishment of debt | | | 52,911 | | | | | | — | | | | | | — | | |

| Income (loss) before income taxes | | | (93,347) | | | | | | 33,075 | | | | | | 341,152 | | |

| Foreign currency translation adjustments | | | (10) | | | | | | — | | | | | | — | | |

| Shares | | | | | | Amount | | | | | | Shares | | | | | | Amount | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other comprehensive income, net of tax | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 189 | | | | | | — | | | | | | 189 | | |

| Other comprehensive loss, net of tax | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (44) | | | | | | — | | | | | | (44) | | |

| Stock-based compensation | | | — | | | | | | — | | | | | | 662,887 | | | | | | 1 | | | | | | 23,505 | | | | | | — | | | | | | — | | | | | | — | | | | | | 23,506 | | |

| Repurchases of common stock | | | — | | | | | | — | | | | | | (15,249,782) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (227,047) | | | | | | (227,047) | | |

| Common stock issued for services | | | — | | | | | | — | | | | | | 240,663 | | | | | | — | | | | | | 3,737 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,737 | | |

| Common stock issued to acquire intangible asset | | | — | | | | | | — | | | | | | 43,573 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Capped call options, net of tax | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (49,413) | | | | | | — | | | | | | — | | | | | | — | | | | | | (49,413) | | |

| Substantial premium on convertible debt, net of tax | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,826 | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,826 | | |

| Net loss | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (65,424) | | | | | | — | | | | | | — | | | | | | (65,424) | | |

| Other comprehensive income, net of tax | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 28 | | | | | | — | | | | | | 28 | | |

| Balance as of December 31, 2024 | | | — | | | | | | $ | — | | | | | 163,195,788 | | | | | | $ | 18 | | | | | $ | 961,434 | | | | | $ | 320,302 | | | | | $ | 173 | | | | | $ | (227,047) | | | | | $ | 1,054,880 | |

| Gain on early extinguishment of debt | | | (52,911) | | | | | | — | | | | | | — | | |

| Other | | | 4,837 | | | | | | 1,716 | | | | | | 1,868 | | |

| Income taxes receivable | | | (22,842) | | | | | | 1,371 | | | | | | (2,201) | | |

| Deferred revenue | | | 100,000 | | | | | | — | | | | | | — | | |

| Payments to retire long-term debt | | | (428,599) | | | | | | — | | | | | | — | | |

| Purchase of capped call options | | | (65,332) | | | | | | — | | | | | | — | | |

| Repurchases of common stock | | | (225,068) | | | | | | — | | | | | | — | | |

The Company is also developing a rare earth metal, alloy and magnet manufacturing facility in Fort Worth, Texas (the “Independence Facility”), where the Company began production of magnetic precursor products in December 2024 and anticipates manufacturing neodymium-iron-boron (“NdFeB”) permanent magnets by the end of 2025.

The Company’s operations are organized into two reportable segments: Materials and Magnetics.

See [Note](#iadaf5f13b1c64f46a9f722e1c17671e4_912) 20[, “Segment Reporting,”](#iadaf5f13b1c64f46a9f722e1c17671e4_912) for additional information.

The more significant areas requiring the use of management estimates and

Segment Reporting: Accounting Standards Codification (“ASC”) 280, “Segment Reporting,” (“ASC 280”) establishes standards for entities on how to report information about operating segments on a basis consistent with an entity’s internal organizational structure as well as information about an entity’s products and services, the geographical areas in which it operates and its major customers.

See [Note](#iadaf5f13b1c64f46a9f722e1c17671e4_912) 20[, “Segment Reporting,”](#iadaf5f13b1c64f46a9f722e1c17671e4_912) for additional information on the Company’s two reportable segments.

In periods when it is determined that the Company’s production facilities are operating below normal capacity levels, overhead costs are not included in inventory, and are instead directly recorded to “Cost of sales (excluding depreciation, depletion and amortization) (including related party)” or “Depreciation, depletion and amortization” within the Company’s Consolidated Statements of Operations.

Contract liabilities, commonly referred to as deferred revenue, represent the Company’s obligation to transfer goods or services to a customer for which the Company has received consideration in advance of such transfer.

Deferred revenue decreases as revenue is recognized from the satisfaction of the related performance obligations.

Amounts expected to be recognized as revenue during the 12-month period after the balance sheet date are classified as current deferred revenue with the remainder classified as non-current in the Company’s Consolidated Balance Sheets.

See [Note](#iadaf5f13b1c64f46a9f722e1c17671e4_220) 14[, “Revenue Recognition,”](#iadaf5f13b1c64f46a9f722e1c17671e4_220) for additional information.

February 28, 2024

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

| Asset retirement obligations | | | 5,518 | | | | | | 5,295 | | |

| Environmental obligations | | | 16,545 | | | | | | 16,580 | | |

| Revenue: | | | | | | | | | | | | | | | | | |

| Other rare earth products (including related party) | | | 282 | | | | | | 10,243 | | | | | | 3,389 | | |

| (in thousands, except share data) | | | Shares | | | | | | Amount | | | | | | Shares | | | | | | Amount | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance as of January 1, 2021 | | | — | | | | | | $ | — | | | | | 170,719,979 | | | | | | $ | 17 | | | | | $ | 916,482 | | | | | $ | (62,622) | | | | | $ | — | | | | | $ | 853,877 | |

| Redemption of Public Warrants | | | — | | | | | | — | | | | | | 7,080,005 | | | | | | 1 | | | | | | (2) | | | | | | — | | | | | | — | | | | | | (1) | | |

| Forfeiture of restricted stock | | | — | | | | | | — | | | | | | (90,000) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Other | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 218 | | | | | | — | | | | | | — | | | | | | 218 | | |

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

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

| Gain on forgiveness of Paycheck Protection Loan | | | — | | | | | | — | | | | | | (3,401) | | |

| Income taxes payable | | | (21,163) | | | | | | 17,700 | | | | | | 3,463 | | |

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

| Other | | | — | | | | | | — | | | | | | (377) | | |

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

The Company’s CODM views the Company’s operations and manages the business as one reportable segment.

Inventory cost includes all costs directly attributable to the

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

All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment.

ASU 2023-09 is effective for the Company’s annual periods beginning after December 15, 2024, with early adoption permitted.

| U.S. agency securities | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 63,605 | | | | | | 1 | | | | | | (2) | | | | | | 63,604 | | |

As of December 31, 2023, the fair values of available-for-sale investments, by remaining contractual maturity, were as follows:

| (in thousands) | | | | | |

| Due within one year | | | $ | 911,096 | |

| Due after one year through two years | | | 22,787 | | |

| Total | | | $ | 933,883 | |

(1)Includes raw materials to support activities pertaining to the Company’s rare earth metal, alloy and magnet manufacturing capabilities.

During the second quarter of 2021, the Company recognized a write-down of a portion of its legacy low-grade stockpile inventory of $1.8 million, after determining that it contained a significant amount of alluvial material that did not meet the Company’s requirement for mill feed and, as a result, was deemed unusable.

Since the write-down pertained to a legacy stockpile, it was included in “Other operating costs and expenses” within the Consolidated Statement of Operations for the year ended December 31, 2021, rather than in “Cost of sales (excluding depreciation, depletion and amortization) (including related party).”

Placement of Assets into Service: During the year ended December 31, 2023, the Company placed assets into service relating to its Stage II optimization project, primarily machinery and equipment, as well as its Stage III initiatives, relating primarily to the land improvements and building of its Fort Worth Facility.

Change in Estimates of Asset Retirement Costs: As a result of decrements to the Company’s ARO during the third quarter of 2022 and fourth quarter of 2021, the carrying amount of the Company’s total property, plant and equipment was reduced by $10.4 million and $8.7 million, respectively, the majority of which pertained to buildings, machinery and equipment, and assets under construction, in the amounts of $0.6 million, $2.7 million and $6.7 million, respectively, and $2.0 million, $2.4 million and $3.2 million, respectively.

Additionally, the Company’s depreciation expense for the years ended December 31, 2022 and 2021, was reduced by $2.7 million and $1.1 million, respectively, reflecting the excess of the decrement over the carrying amount of the related property, plant and equipment.

See [Note](#id60391492cf54e72a8c63cc5405338ef_181) [](#id60391492cf54e72a8c63cc5405338ef_181)8[,](#id60391492cf54e72a8c63cc5405338ef_181) [“Asset Retirement and Environmental Obligations,”](#id60391492cf54e72a8c63cc5405338ef_181) for further information on the decrements.

(1)At the beginning of the fourth quarter of 2021, as a result of an updated life of mine, the Company revised its estimate of the remaining useful life of the mineral rights to approximately 35 years from approximately 23 years.

and operates a metal processing plant and related facilities in Vietnam.

Due to the timing of the investment and the one-quarter lag, the Company did not record any income or loss from this equity method investment during the year ended December 31, 2023.

As of December 31, 2023, the Company evaluated its equity method investment for impairment to determine if there were any events or changes in circumstances that would indicate if the carrying amount of its investment had experienced an “other-than-temporary” decline in value.

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: 2023.][added: 2024.]

Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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](#id60391492cf54e72a8c63cc5405338ef_127)] [added: 8](#iadaf5f13b1c64f46a9f722e1c17671e4_151)] of this Annual Report.

During the fourth quarter of the year ended December 31, [removed: 2023,] [added: 2024,] there were no changes in our internal control over [removed: financing] [added: financial] 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 [removed: financing] [added: financial] reporting.

During the fourth quarter of the year ended December 31, [removed: 2023,] [added: 2024,] none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the [removed: Securities] Exchange [removed: Act of 1934)] [added: Act)] adopted, terminated or modified a [removed: Rule] [added: “Rule] 10b5-1 trading [removed: arrangement] [added: arrangement”] or [removed: non-Rule] [added: “non-Rule] 10b5-1 trading [removed: arrangement] [added: arrangement”] (as [removed: such terms are] defined in Item 408 of Regulation [removed: S-K of the Securities Act of 1933).][added: S-K), except as follows:]

Trading Arrangements

On December 16, 2024, the James Henry Litinsky Revocable Trust u/a/d October 19, 2011, of which James H.

Litinsky, the Company’s founder, Chairman of the Board and Chief Executive Officer, is a trustee, adopted a Rule 10b5-1 trading

arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 2,386,223 shares of the Company’s common stock, subject to certain conditions, from March 17, 2025, through August 11, 2025.

On December 12, 2024, Ryan Corbett, the Company’s Chief Financial Officer, terminated a Rule 10b5-1 trading arrangement, which Mr. Corbett had entered into on February 26, 2024.

On December 13, 2024, Mr. Corbett adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 75,000 shares of the Company’s common stock, subject to certain conditions, from March 14, 2025, through December 31, 2025.

Lease and Time Sharing Agreement

On November 13, 2024, MP Materials Corp. entered into an aircraft operating lease agreement effective as of January 1, 2025, with an entity affiliated with James H.

Litinsky, the Company’s Chairman and Chief Executive Officer, providing for the lease of an aircraft (the “Lease”).

The rent payable by MP Materials Corp. under the Aircraft Lease is $0.5 million per year.

In addition, on November 13, 2024, MP Materials Corp. entered into a time sharing agreement effective as of January 1, 2025, with Mr. Litinsky pursuant to which he may lease the aircraft from MP Materials Corp. for limited personal use (“Time Sharing Agreement”).

For flights taken under the Time Sharing Agreement, Mr. Litinsky will pay for the actual expenses of such flight as listed in the Time Sharing Agreement, but not to exceed the maximum amount permitted under the FAA rules.

In connection with the Company’s use of the aircraft, the Company contracted with a third party and will pay for certain fixed and variable expenses associated with the Company’s use of the aircraft.

The above descriptions of the Lease and the Time Sharing Agreement are qualified in their entity by reference to those agreements, which are filed as [Exhibits 10.22](https://www.sec.gov/Archives/edgar/data/1801368/000180136825000009/mpmcexhibit1022123124.htm) and [10.23](https://www.sec.gov/Archives/edgar/data/1801368/000180136825000009/mpmcexhibit1023123124.htm), respectively, to this Annual Report.

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: “2024] [added: “2025] Proxy Statement”), to be filed with the SEC within 120 days after December 31, [removed: 2023,] [added: 2024,] pursuant to Regulation 14A under the Securities Act.

Information required by this item concerning executive officers is included in [Part [removed: I](#id60391492cf54e72a8c63cc5405338ef_13)] [added: I](#iadaf5f13b1c64f46a9f722e1c17671e4_16)] of this Annual Report on Form 10-K.

The Company has adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors, officers and employees and the Company itself.

A copy of our insider trading policy is attached as [Exhibit 19.1](https://www.sec.gov/Archives/edgar/data/1801368/000180136824000014/mpmcexhibit1018123123.htm) to this Annual Report.

The information required by this item is hereby incorporated by reference to the [removed: 2024] [added: 2025] Proxy Statement, except as to information disclosed therein pursuant to Item 402(v) of Regulation S-K relating to pay versus performance.

The information required by this item is hereby incorporated by reference to the [removed: 2024] [added: 2025] Proxy Statement.

The information required by this item is hereby incorporated by reference to the [removed: 2024] [added: 2025] Proxy Statement.

The information required by this item is hereby incorporated by reference to the [removed: 2024] [added: 2025] Proxy Statement.

(1)[Report of Independent Registered Public Accounting [removed: Firm](#id60391492cf54e72a8c63cc5405338ef_130)][added: Firm](#iadaf5f13b1c64f46a9f722e1c17671e4_154)]

“Financial Statements and Supplementary [removed: Data”](#id60391492cf54e72a8c63cc5405338ef_127)] [added: Data”](#iadaf5f13b1c64f46a9f722e1c17671e4_151)] and incorporated herein by reference).

| [removed: 2.1] [added: 10.1] | | | | | | [removed: [Agreement] [added: [Amended] and [removed: Plan of Merger,] [added: Restated Registration Rights Agreement,] dated [removed: as of July 15,] [added: November 17,] 2020, by and [removed: among] [added: between MP Materials Corp.(f/k/a] Fortress Value Acquisition [removed: Corp., FVAC Merger Corp. I, FVAC Merger LLC II, FVAC Merger LLC III, FVAC Merger LLC IV, MP Mine Operations LLC] [added: Corp.)] and [removed: Secure Natural Resources LLC] [added: the restricted stockholders] (incorporated herein by reference to Exhibit [removed: 2.1] [added: 10.6] to the Company’s Current Report on Form 8-K filed on [removed: July 15, 2020).](http://www.sec.gov/Archives/edgar/data/1801368/000119312520192954/d949883dex21.htm)] [added: November 17, 2020).](https://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex106.htm)] | | |

| 3.1 | | | | | | [Second Amended and Restated Certificate of Incorporation of MP Materials Corp. (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 17, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex31.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex31.htm)] | | |

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

| 4.2 | | | | | | [Indenture, dated as of March 26, 2021, by and between MP Materials Corp. and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 26, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/1801368/000119312521096784/d113577dex41.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/1801368/000119312521096784/d113577dex41.htm)] | | |

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

| [removed: 10.1] [added: 10.5†] | | | | | | [removed: [Amended and Restated Registration Rights] [added: [Employment] Agreement, dated November [removed: 17, 2020, by and] [added: 18, 2021, effective as of January 1, 2022,] between MP Materials [removed: Corp.(f/k/a Fortress Value Acquisition Corp.)] [added: Corp.] and [removed: the restricted stockholders] [added: James H. Litinsky] (incorporated herein by reference to Exhibit [removed: 10.6] [added: 10.1] to the Company’s Current Report on Form 8-K filed on November [removed: 17, 2020).](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex106.htm)] [added: 19, 2021).](https://www.sec.gov/Archives/edgar/data/1801368/000119312521335300/d222153dex101.htm)] | | |

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

| 10.3† | | | | | | [MP Materials Corp. 2020 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on November 17, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex107.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex107.htm)] | | |

| 10.4 | | | | | | [Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on November 17, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex108.htm).] [added: 2020)](https://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex108.htm).] | | |

| [removed: 10.5†] [added: 10.7†] | | | | | | [Employment Agreement, dated November 18, 2021, effective as of January 1, 2022, between MP Materials Corp. and [removed: James H. Litinsky] [added: Ryan Corbett] (incorporated herein by reference to Exhibit [removed: 10.1] [added: 10.2] to the Company’s Current Report on Form 8-K filed on November 19, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/1801368/000119312521335300/d222153dex101.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/1801368/000119312521335300/d222153dex102.htm)] | | |

| [removed: 10.6†] [added: 10.9†] | | | | | | [Employment Agreement, dated November 18, 2021, effective as of January 1, 2022, between MP Materials Corp. and [removed: Ryan Corbett] [added: Michael Rosenthal] (incorporated herein by reference to Exhibit [removed: 10.2] [added: 10.3] to the Company’s Current Report on Form 8-K filed on November 19, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/1801368/000119312521335300/d222153dex102.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/1801368/000119312521335300/d222153dex103.htm)] | | |

| [removed: 10.7†] [added: 10.11†] | | | | | | [Employment Agreement, dated November 18, 2021, effective as of January 1, 2022, between MP Materials Corp. and [removed: Michael Rosenthal] [added: Elliot D. Hoops] (incorporated herein by reference to Exhibit [removed: 10.3] [added: 10.4] to the Company’s Current Report on Form 8-K filed on November 19, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/1801368/000119312521335300/d222153dex103.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/1801368/000119312521335300/d222153dex104.htm)] | | |

| 10.8† | | | | | | [removed: [Employment] [added: [Amendment to Employment] Agreement, dated [removed: November 18, 2021, effective as of] January [removed: 1, 2022,] [added: 10, 2024,] between MP Materials Corp. and [removed: Elliot D. Hoops] [added: Ryan Corbett] (incorporated herein by reference to Exhibit [removed: 10.4 to] [added: 10.4](https://www.sec.gov/Archives/edgar/data/1801368/000180136824000045/mpmcexhibit10433124.htm) [](https://www.sec.gov/Archives/edgar/data/1801368/000180136824000045/mpmcexhibit10433124.htm)[to] the Company’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K filed on November 19, 2021).](http://www.sec.gov/Archives/edgar/data/1801368/000119312521335300/d222153dex104.htm)] [added: 10-Q for the quarterly period ended March 31, 2024).](https://www.sec.gov/Archives/edgar/data/1801368/000180136824000045/mpmcexhibit10433124.htm)] | | |

| [removed: 10.9†] [added: 10.13†] | | | | | | [Form of MP Materials Corp. 2020 Stock Incentive Plan Restricted Stock Unit Agreement (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/1801368/000180136821000036/mpmcexhibit10363021.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/1801368/000180136821000036/mpmcexhibit10363021.htm)] | | |

| [removed: 10.10†] [added: 10.14†] | | | | | | [Form of MP Materials Corp. 2020 Stock Incentive Plan Non-Employee Director Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/1801368/000180136821000036/mpmcexhibit10463021.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/1801368/000180136821000036/mpmcexhibit10463021.htm)] | | |

| [removed: 10.11†] [added: 10.15†] | | | | | | [Form of MP Materials Corp. 2020 Stock Incentive Plan Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/1801368/000180136821000046/mpmcexhibit10193021.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/1801368/000180136821000046/mpmcexhibit10193021.htm)] | | |

| [removed: 10.12†] [added: 10.16†] | | | | | | [Form of MP Materials Corp. 2020 Stock Incentive Plan Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended on December 31, 2021).](https://www.sec.gov/Archives/edgar/data/1801368/000180136822000010/mpmcexhibit1015123121.htm) | | |