Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors

MP Materials Corp.:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

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

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Identification and disclosure of related party transactions with Shenghe

As discussed in Note 19 to the consolidated financial statements, the Company has entered into a series of commercial agreements with Shenghe Resources (Singapore) International Trading Pte. Ltd (Shenghe), a related party. Under the agreements, Shenghe purchases rare earth products produced by the Company at specified prices.

We identified the identification and disclosure of the related party transactions with Shenghe as a critical audit matter. Subjective auditor judgment was required in assessing the sufficiency of the procedures performed to determine whether all such transactions were identified and disclosed properly by the Company.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the identification and disclosure of transactions with Shenghe. We applied auditor judgment to determine the nature and extent of procedures to be performed to identify transactions with Shenghe. We evaluated the identification and disclosure of transactions with Shenghe by:

• inquiring of management of the Company and the Audit Committee of the Board of Directors regarding (i) the Shenghe relationship and (ii) transactions between the Company and Shenghe

• reading the minutes from meetings of the Board of Directors

• obtaining and analyzing underlying documentation for a sample of sales transactions and comparing it to the contractual agreements with Shenghe

• confirming transactions and contractual agreements with Shenghe as of and for the year ended December 31, 2024 and comparing the responses to the Company’s consolidated financial statements

• reading the contractual agreements with Shenghe and comparing the terms to the disclosures in the Company’s consolidated financial statements.

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

/s/ KPMG LLP

We have served as the Company’s auditor since 2017.

Denver, Colorado

February 28, 2025

MP MATERIALS CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

			December 31,
(U.S. dollars in thousands, except share and per share data)			2024						2023
Assets
Current assets
Cash and cash equivalents			$	282,442					$	263,351
Short-term investments			568,426						734,493
Total cash, cash equivalents and short-term investments			850,868						997,844
Accounts receivable, net of allowance for credit losses of $0 and $0, respectively (including related party)			18,874						10,029
Inventories			107,905						95,182
Income taxes receivable			23,672						830
Government grant receivable			19,799						19,302
Prepaid expenses and other current assets			10,204						7,990
Total current assets			1,031,322						1,131,177
Non-current assets
Property, plant and equipment, net			1,251,496						1,158,054
Operating lease right-of-use assets			8,680						10,065
Inventories			19,031						13,350
Intangible assets, net			7,370						8,881
Other non-current assets			15,659						14,925
Total non-current assets			1,302,236						1,205,275
Total assets			$	2,333,558					$	2,336,452
Liabilities and stockholders’ equity
Current liabilities
Accounts and construction payable			$	23,562					$	27,995
Accrued liabilities			64,727						73,939
Deferred revenue			56,880						—
Other current liabilities			18,850						6,616
Total current liabilities			164,019						108,550
Non-current liabilities
Long-term debt, net			908,729						681,980
Deferred revenue			43,120						—
Operating lease liabilities			5,798						6,829
Deferred government grant			20,087						17,433
Deferred investment tax credit			25,502						—
Deferred income taxes			85,309						130,793
Other non-current liabilities			26,114						25,088
Total non-current liabilities			1,114,659						862,123
Total liabilities			1,278,678						970,673
Commitments and contingencies (Note 13)
Stockholders’ equity:
Preferred stock ($0.0001 par value, 50,000,000 shares authorized, none issued and outstanding in either year)			—						—
Common stock ($0.0001 par value, 450,000,000 shares authorized, 178,445,570 and 178,082,383 shares issued, and 163,195,788 and 178,082,383 shares outstanding, as of December 31, 2024 and December 31, 2023, respectively)			18						17
Additional paid-in capital			961,434						979,891
Retained earnings			320,302						385,726
Accumulated other comprehensive income			173						145
Treasury stock, at cost, 15,249,782 and 0 shares, respectively			(227,047)						—
Total stockholders’ equity			1,054,880						1,365,779
Total liabilities and stockholders’ equity			$	2,333,558					$	2,336,452

See accompanying notes to the Consolidated Financial Statements.

MP MATERIALS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

			For the year ended December 31,
(U.S. dollars in thousands, except share and per share data)			2024						2023						2022
Revenue (including related party)			$	203,855					$	253,445					$	527,510
Operating costs and expenses:
Cost of sales (excluding depreciation, depletion and amortization) (including related party)			192,586						92,714						92,218
Selling, general and administrative			83,299						79,245						75,857
Depreciation, depletion and amortization			78,057						55,709						18,356
Start-up costs			5,684						21,330						7,551
Advanced projects and development			9,307						14,932						4,249
Other operating costs and expenses			4,348						7,234						1,868
Total operating costs and expenses			373,281						271,164						200,099
Operating income (loss)			(169,426)						(17,719)						327,411
Interest expense, net			(23,010)						(5,254)						(5,786)
Gain on early extinguishment of debt			52,911						—						—
Other income, net			46,178						56,048						19,527
Income (loss) before income taxes			(93,347)						33,075						341,152
Income tax benefit (expense)			27,923						(8,768)						(52,148)
Net income (loss)			$	(65,424)					$	24,307					$	289,004
Earnings (loss) per share:
Basic			$	(0.39)					$	0.14					$	1.64
Diluted			$	(0.57)					$	0.14					$	1.52
Weighted-average shares outstanding:
Basic			166,840,611						177,181,661						176,519,203
Diluted			169,882,640						178,152,212						193,453,087

See accompanying notes to the Consolidated Financial Statements.

MP MATERIALS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

			For the year ended December 31,
(U.S. dollars in thousands)			2024						2023						2022
Net income (loss)			$	(65,424)					$	24,307					$	289,004
Other comprehensive income (loss), net of tax:
Change in net unrealized gains (losses) on available-for-sale securities			38						(44)						189
Foreign currency translation adjustments			(10)						—						—
Total comprehensive income (loss)			$	(65,396)					$	24,263					$	289,193

See accompanying notes to the Consolidated Financial Statements.

MP MATERIALS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(U.S. dollars in thousands, except share data)			Preferred Stock												Common Stock												Additional Paid-in Capital						Retained Earnings						Accumulated Other Comprehensive Income						Treasury Stock						Total Stockholders’ Equity
Shares						Amount						Shares						Amount
Balance as of January 1, 2022			—						$	—					177,816,554						$	18					$	936,299					$	72,415					$	—					$	—					$	1,008,732
Stock-based compensation			—						—						357,845						—						33,066						—						—						—						33,066
Shares used to settle payroll tax withholding			—						—						(467,791)						—						(18,357)						—						—						—						(18,357)
Net income			—						—						—						—						—						289,004						—						—						289,004
Other comprehensive income, net of tax			—						—						—						—						—						—						189						—						189
Balance as of December 31, 2022			—						—						177,706,608						18						951,008						361,419						189						—						1,312,634
Stock-based compensation			—						—						472,047						—						27,104						—						—						—						27,104
Shares used to settle payroll tax withholding			—						—						(248,776)						(1)						(7,184)						—						—						—						(7,185)
Common stock issued to acquire intangible asset			—						—						152,504						—						8,963						—						—						—						8,963
Net income			—						—						—						—						—						24,307						—						—						24,307
Other comprehensive loss, net of tax			—						—						—						—						—						—						(44)						—						(44)
Balance as of December 31, 2023			—						—						178,082,383						17						979,891						385,726						145						—						1,365,779
Stock-based compensation			—						—						662,887						1						23,505						—						—						—						23,506
Shares used to settle payroll tax withholding			—						—						(583,936)						—						(10,112)						—						—						—						(10,112)
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

See accompanying notes to the Consolidated Financial Statements.

MP MATERIALS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

			For the year ended December 31,
(U.S. dollars in thousands)			2024						2023						2022
Operating activities:
Net income (loss)			$	(65,424)					$	24,307					$	289,004
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization			78,057						55,709						18,356
Accretion of discount on short-term investments			(30,255)						(26,316)						(9,958)
Gain on early extinguishment of debt			(52,911)						—						—
Stock-based compensation expense			23,183						25,236						31,780
Amortization of debt issuance costs			3,901						3,536						4,034
Write-downs of inventories			21,527						2,285						—
Revenue recognized in exchange for debt principal reduction			—						—						(13,566)
Deferred income taxes			(27,775)						8,455						17,789
Other			4,837						1,716						1,868
Decrease (increase) in operating assets:
Accounts receivable (including related party)			(8,845)						22,827						18,153
Inventories			(41,537)						(47,099)						(24,314)
Income taxes receivable			(22,842)						1,371						(2,201)
Government grant receivable			(497)						(19,302)						—
Prepaid expenses, other current and non-current assets			(1,301)						1,006						(6,022)
Increase (decrease) in operating liabilities:
Accounts payable and accrued liabilities			1,332						11,305						1,962
Income taxes payable			—						(21,163)						17,700
Deferred revenue			100,000						—						—
Deferred government grant			4,911						19,120						—
Other current and non-current liabilities			26,988						(294)						(1,071)
Net cash provided by operating activities			13,349						62,699						343,514
Investing activities:
Additions to property, plant and equipment			(186,418)						(261,897)						(326,595)
Purchases of short-term investments			(1,567,983)						(1,185,477)						(2,779,666)
Proceeds from sales of short-term investments			166,371						507,736						1,463,160
Proceeds from maturities of short-term investments			1,597,991						1,015,190						281,000
Investment in equity method investee			—						(9,673)						—
Proceeds from sale of property, plant and equipment			—						18						—
Proceeds from government awards used for construction			96						2,800						5,130
Net cash provided by (used in) investing activities			10,057						68,697						(1,356,971)
Financing activities:
Proceeds from issuance of long-term debt			747,500						—						—
Payment of debt issuance costs			(20,648)						—						—
Payments to retire long-term debt			(428,599)						—						—
Purchase of capped call options			(65,332)						—						—
Repurchases of common stock			(225,068)						—						—
Principal payments on debt obligations and finance leases			(2,532)						(2,732)						(5,834)
Tax withholding on stock-based awards			(10,112)						(7,185)						(18,357)
Net cash used in financing activities			(4,791)						(9,917)						(24,191)
Net change in cash, cash equivalents and restricted cash			18,615						121,479						(1,037,648)
Cash, cash equivalents and restricted cash beginning balance			264,988						143,509						1,181,157
Cash, cash equivalents and restricted cash ending balance			$	283,603					$	264,988					$	143,509
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents			$	282,442					$	263,351					$	136,627
Restricted cash, current			812						1,290						6,287
Restricted cash, non-current			349						347						595
Total cash, cash equivalents and restricted cash			$	283,603					$	264,988					$	143,509

See accompanying notes to the Consolidated Financial Statements.

MP MATERIALS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1—DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business: MP Materials Corp., including its subsidiaries (the “Company” or “MP Materials”), is the largest producer of rare earth materials in the Western Hemisphere. Headquartered in Las Vegas, Nevada, the Company owns and operates 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. 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 20, “Segment Reporting,” for additional information.

The Company produces refined rare earth oxides and related products as well as rare earth concentrate products. The rare earth concentrate is principally sold pursuant to the Offtake Agreements to Shenghe (as such terms are defined in Note 19, “Related-Party Transactions”), a related party of the Company, that, in turn, typically sells that product to refiners in China. In the second half of 2023, the Company began producing and selling separated rare earth products, including neodymium-praseodymium (“NdPr”) oxide. Additionally, the Company has a long-term agreement with General Motors Company (NYSE: GM) (“GM”) to supply U.S.-sourced and manufactured rare earth materials and finished magnets used in electric motors.

The cash flows and profitability of the Company’s operations are significantly affected by the market price of rare earth products. The prices of rare earth products are affected by numerous factors beyond the Company’s control. The products of the Company are sold globally, with a primary focus in the Asian market due to the refining, metallization, and magnet manufacturing capabilities of the region. Rare earth products are critical inputs in hundreds of existing and emerging clean-tech applications including electric vehicles and wind turbines as well as robotics, drones, and defense applications.

Basis of Presentation: The Consolidated Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”), and are presented in U.S. dollars.

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation: The Consolidated Financial Statements include the accounts of MP Materials Corp. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Concentration of Risk: Financial instruments that potentially subject the Company to credit risk consist principally of cash, cash equivalents and short-term investments, and receivables from customers. The Company believes that its credit risk is limited because the Company’s current contracts are with companies that have a reliable payment history. The Company does not believe that it is exposed to any significant risks related to its cash accounts, money market funds, or short-term investments.

As of December 31, 2024, Shenghe was the principal customer of the Materials segment and accounted for approximately 80% of the Company’s consolidated revenue for the year ended December 31, 2024, and more than 90% of the Company’s consolidated revenue for the years ended December 31, 2023 and 2022. Rare earth concentrate is not quoted on any major commodities market or exchange and demand for rare earth concentrate is currently constrained to a relatively limited number of refiners, a significant majority of which are based in China. Uncertainty exists as to the market price of rare earth oxide (“REO”), as evidenced by the volatility experienced since 2022 primarily due to concerns over the global economic conditions and actual or perceived concerns over increases in the supply of or slower growth in the demand for rare earth products. Furthermore, while revenue is generated in the U.S., Shenghe conducts its primary operations in China and may transport and sell products in the Chinese market. Therefore, the Company’s revenue is affected by Shenghe’s ultimate realized prices in China, including the impact of changes in the exchange rate between the Chinese yuan and the U.S. dollar. In addition, the ongoing economic conflict between China and the U.S., which has previously resulted in tariffs and trade barriers, may negatively affect the Company’s business and results of operations. See Note 19, “Related-Party Transactions,” for additional information.

Use of Estimates**:** The preparation of the Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements, and (iii) the reported amounts of revenues and expenses during the reporting period. The more significant areas requiring the use of management estimates and

assumptions relate to the useful lives and recoverability of long-lived assets (such as the effects of mineral reserves and cash flows from operating the mine in determining the life of the mine); government grants; investment tax credits; the valuation allowance of deferred tax assets; asset retirement and environmental obligations; and determining the net realizable value of inventories. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ from those estimates.

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. Operating segments are defined as components of an enterprise engaged in business activities from which it may recognize revenues and incur expenses, about which discrete financial information is available and evaluated regularly by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. See Note 20, “Segment Reporting,” for additional information on the Company’s two reportable segments.

Cash, Cash Equivalents and Investments: Cash and cash equivalents consist of all cash balances and highly liquid investments, including commercial paper, certificates of deposit, and U.S. treasury and agency securities, with a maturity of three months or less at the time of purchase.

The Company’s investments in U.S. treasury and agency securities, commercial paper, and certificates of deposit have been classified and accounted for as available-for-sale securities and the Company re-evaluates the classification each reporting period. The Company classifies its available-for-sale securities that do not otherwise meet the requirements to be accounted for as cash equivalents as either current or non-current based on each instrument’s underlying contractual maturity date as well as the Company’s expectations of sales and redemptions within the next twelve months. See Note 3, “Cash, Cash Equivalents and Investments,” for additional information.

Available-for-sale securities are recorded at fair value each reporting period. For unrealized losses in securities that the Company intends to hold and will not more likely than not be required to sell before recovery, the Company further evaluates whether declines in fair value below amortized cost are due to credit or non-credit related factors. The Company considers credit related impairments to be changes in value that are driven by a change in the creditor’s ability to meet its payment obligations and records an allowance and recognizes a corresponding loss when the impairment is incurred.

Unrealized non-credit related losses and unrealized gains are reported, net of income taxes, in “Accumulated other comprehensive income” within the Company’s Consolidated Balance Sheets, until realized. Realized gains and losses are determined based on the specific identification method and are reported in “Other income, net” within the Company’s Consolidated Statements of Operations upon realization. Premiums and discounts are amortized or accreted over the life of the related available-for-sale security as an adjustment to yield using the straight-line method. Interest income is recognized when earned. These amounts are reported in “Other income, net” within the Company’s Consolidated Statements of Operations.

Restricted Cash: Restricted cash consists of funds that are contractually restricted as to usage or withdrawal due to legal agreement. The Company determines current or non-current classification based on the expected duration of the restriction. Current and non-current restricted cash is included in “Prepaid expenses and other current assets” and “Other non-current assets,” respectively, within the Consolidated Balance Sheets.

Accounts Receivable: Accounts receivable pertain to receivables arising from contracts with customers and are recorded at the invoiced amount and do not bear interest. The Company evaluates its estimate of expected credit losses based on historical experience and current economic conditions for each portfolio of customers, though at present, the amounts are concentrated to a limited number of customers. As of December 31, 2024 and 2023, the Company did not have an allowance for expected credit losses, as principally all of the Company’s receivables are from a limited number of customers, with no history or expectation of uncollectible amounts.

Inventories: Inventories consist of raw materials, supplies, mined ore stockpiles, work in process, and finished goods. Raw materials and supplies consist of spare parts, reagent chemicals, maintenance supplies, and packaging materials used in the production of rare earth products, along with other raw materials to support the Company’s rare earth metal, alloy and magnet manufacturing capabilities. Mined ore stockpiles represent bastnaesite ore that has been mined and stockpiled for future processing. Work in process consists of bastnaesite ore and separated rare earth products in various stages of the production process, as well as finished and packaged NdPr oxide shipped to tollers for processing into NdPr metal. Finished goods primarily consists of packaged traditional or roasted bastnaesite concentrate as well as finished and packaged NdPr oxide and NdPr metal (including quantities tolled) that is ready for sale.

Raw materials, mined ore stockpiles, work in process, and finished goods are carried at weighted average cost. Supplies are carried at moving average cost. All inventories are carried at the lower of cost or net realizable value, which represents the estimated selling price of the product during the ordinary course of business based on current market conditions less reasonably predictable costs of completion, disposal, and transportation. Inventory cost includes all costs directly attributable to the manufacturing process, including labor, raw materials, and stripping costs, and an appropriate portion of production overhead costs, including depreciation, based on normal capacity of the production facilities. 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.

Stockpiled ore tonnages are verified by periodic surveys. The Company evaluates the carrying amount of inventory each reporting period, considering recent market prices, slow-moving items, obsolescence, excess inventory levels, and other factors and recognizes related write-downs if it is determined that the inventory is impaired. Mined ore stockpiles that are not expected to be processed within the next twelve months and raw materials and spare parts that are not expected to be consumed within the next twelve months are classified as non-current. See also Note 4, “Inventories.”

Property, Plant and Equipment: Property, plant and equipment are recorded at cost and depreciated over their useful lives. Expenditures for new property, plant and equipment and improvements that extend the useful life or functionality of the assets are recorded at their cost of acquisition or construction. Depreciation on property, plant and equipment is recognized on a straight-line basis over their estimated useful lives, as follows:

			Years
Land improvements			10-25
Buildings and building improvements			10-40
Machinery and equipment			3-20

Assets under construction include costs directly attributable to the construction or development of long-lived assets. These costs may include labor and employee benefits associated with the construction of the asset, site preparation, permitting, engineering and design, installation and assembly, procurement, insurance, legal, initial commissioning, and interest on borrowings to finance the construction of the assets. Depreciation is not recorded on the related assets until they are ready for their intended use. Repair and maintenance costs that do not extend the useful life of an asset are expensed as incurred. Gains and losses arising from the sale or disposal of property, plant and equipment are determined as the difference between the proceeds from sale or disposal and the carrying amount of the asset, and are included, along with demolition costs, in “Other operating costs and expenses” within the Company’s Consolidated Statements of Operations.

Property, plant and equipment primarily relate to the Company’s open-pit mine and processing and separations facility at Mountain Pass as well as the building and machinery associated with the Company’s Independence Facility, including electrolysis cells, strip casters, and sintering furnaces. In addition to the mine pit, Mountain Pass includes a crusher and mill/flotation plant, mineral recovery and separation plants, tailings processing and storage facilities, product finishing facilities, on-site evaporation ponds, a combined heat and power plant, water treatment plant, a chlor-alkali plant, as well as laboratory facilities to support research and development activities, offices, warehouses and support infrastructure. See also Note 5, “Property, Plant and Equipment.”

Mineral Rights: The Company capitalizes costs for acquiring and leasing mining properties and expenses costs to maintain mineral rights as incurred. Depletion on mineral rights is recognized on a straight-line basis over the estimated remaining useful life of the mine, which was approximately 29 years as of December 31, 2024. The Company determined that the straight-line method of depletion appropriately captures the estimated economic costs of extracting the minerals of the mine across its estimated useful life, and aligns with the benefit obtained from the depletion of the asset consistent with the current mine plan. Mineral rights are classified as a component of “Property, plant and equipment, net” within the Company’s Consolidated Balance Sheets. See also Note 5, “Property, Plant and Equipment.”

Leases: The Company determines if an arrangement is, or contains, a lease at contract inception. In some cases, the Company has determined that its lease arrangements include both lease and non-lease components. The Company has elected to use a practical expedient to account for each separate lease component and its associated non-lease components as a single lease component for the majority of its asset classes. The Company recognizes right-of-use (“ROU”) assets and lease liabilities upon commencement for all leases with a lease term greater than 12 months. The Company has elected to use a practical expedient to not recognize leases with a lease term of 12 months or less in the Consolidated Balance Sheets for the majority of its asset classes. These short-term leases are expensed on a straight-line basis over the lease term.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. When the rate implicit in the lease cannot be readily determined, the Company utilizes its incremental borrowing rate in determining the present value of the future lease payments. Lease liabilities are accreted each period and reduced for payments. The ROU asset also includes other adjustments, such as for the effects of lease prepayments, initial lease costs, or lease incentives received. The lease term may include periods covered by options to extend or terminate the lease when it is either reasonably certain that the Company will exercise a renewal option, or reasonably certain it will not exercise an early termination option. For operating leases, lease expense is recognized on a straight-line basis over the lease term. For finance leases, the ROU asset amortizes on a straight-line basis over the shorter of the lease term or the useful life of the underlying asset (or the useful life of the underlying asset if title transfers at the end of the lease term or there is a purchase option the Company is reasonably certain to exercise) and the lease liability accretes interest based on the interest method using the discount rate determined at lease commencement. For operating and finance leases, variable lease payments not included in the lease liability are expensed as incurred unless such costs are capitalized as part of another asset (e.g., inventory). Additionally, ROU assets are subject to impairment testing whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. If the carrying amounts of ROU assets exceed their fair value, the excess amount is recognized as an impairment. See also Note 11, “Leases.”

Impairment of Long-Lived Assets: Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. In estimating undiscounted cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of undiscounted cash flows from other asset groups. The Company’s estimates of undiscounted cash flows are based on numerous assumptions, and it is possible that actual cash flows may differ significantly from estimates, as actual produced reserves, prices, commodity-based and other costs, and closure costs are each subject to significant risks and uncertainties. The estimated undiscounted cash flows used to assess recoverability of long-lived assets and to measure the fair value of the Company’s operations are derived from current business plans, which are developed using short-term price forecasts reflective of the current price environment and the Company’s projections for long-term average prices. In addition to short- and long-term price assumptions, other assumptions include estimates of production costs; proven and probable mineral reserve estimates, including the timing and cost to develop and produce the reserves; value beyond proven and probable estimates; and estimated future closure costs.

If the carrying amount of the long-lived asset or asset groups is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, based on the approach the Company believes a market participant would use.

Equity Method Investment: Investments in equity securities are accounted for under the equity method if the Company has the ability to exercise significant influence, but not control, over an investee’s operating and financial policies. Judgment regarding the level of influence includes considering key factors such as the Company’s ownership interest, representation on the board of directors, participation in policy-making decisions and material intra-entity transactions. Under the equity method, an investment’s carrying amount is adjusted for the Company’s share of the investee’s net income or loss (including other comprehensive income or loss), amortization/accretion of certain basis differences (if any), capital contributions to and distributions from an investee, as well as any other-than-temporary impairments.

The Company records its share of an equity method investment’s net income or loss on a one-quarter lag due to the timing of when an investee’s financial statements become available. The Company evaluates material events occurring during the one-quarter lag to determine whether the effects of such events should be reflected or disclosed within the Company’s Consolidated Financial Statements. For intra-entity transactions between the Company and its equity method investee, the Company eliminates its share of profits and losses until realized by the Company or investee. Such elimination is recorded as an adjustment of the carrying amount of the equity method investment.

The Company evaluates its equity method investment for impairment whenever events or changes in circumstances indicate that the carrying amount of its investment may not be recoverable. If such conditions exist, the Company compares the estimated fair value of the investment to its carrying amount to determine if an impairment is indicated, and if so, determines whether the impairment is other-than-temporary based on its assessment of all relevant factors, including consideration of the Company’s intent and ability to retain its investment. If the Company determines the decline is other-than-temporary, an impairment is recognized for the excess amount by which the investment’s carrying amount exceeds its fair value. See Note 6, “Equity Method Investment,” for additional information.

Intangible Assets: Indefinite-lived intangible assets are tested annually for impairment, or more frequently if events or changes in circumstances indicate that it is more likely than not that the assets are impaired. If the carrying amounts of the indefinite-lived intangible assets exceed their fair value, the excess amount is recognized as an impairment. Intangible assets that have a definite life are amortized on a straight-line basis over their estimated useful lives to reflect the expected pattern of economic benefits consumed. The Company reviews the carrying amount of its amortizing intangible assets for possible impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. If the carrying amounts of the amortizing intangible assets exceed their fair value, the excess amount is recognized as an impairment. Once an impairment of an intangible asset has been recorded, it cannot be reversed. See also Note 7, “Intangible Assets.”

Contract Balances: The Company recognizes revenue based on the criteria set forth in ASC Topic 606, “Revenue from Contracts with Customers.” Given the nature of the Company’s contracts with customers, contract assets are not material for any period presented. Furthermore, the amount of revenue recognized in the periods presented from performance obligations that were satisfied (or partially satisfied) in previous periods were not material to any period presented.

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 14, “Revenue Recognition,” for additional information.

Asset Retirement Obligations: The Company recognizes asset retirement obligations (“ARO”) for estimated costs of legally and contractually required closure, dismantlement, and reclamation activities associated with Mountain Pass. ARO are initially recognized at their estimated fair value in the period in which the obligation originates. Fair value is based on the expected timing of reclamation activities, cash flows to perform activities, amount and uncertainty associated with the cash flows, including adjustments for a market risk premium, and discounted using a credit-adjusted risk-free rate. The liability is accreted over time through periodic charges to earnings and reduced as reclamation activities occur with differences between estimated and actual amounts recognized as adjustments to operating expenses. Accretion of ARO is included in “Other operating costs and expenses” within the Company’s Consolidated Statements of Operations.

Subsequent increments in expected undiscounted cash flows are measured at their discounted values using updated estimates of the Company’s credit-adjusted risk-free rate applied to the increment only. Subsequent decrements in expected undiscounted cash flows are reduced based on the weighted-average credit-adjusted risk-free rate associated with the obligation. When increments and decrements are caused by a change in the estimated timing of settlement, the Company treats the increase in cash flows in the year of the updated estimate as an increment and the decrease in cash flows in the original year as a decrement. Associated asset retirement costs, including the effect of increments and decrements, are recognized as adjustments to the related asset’s carrying amount and depreciated over the related asset’s remaining useful life. If a decrement is greater than the carrying amount of the related asset, the difference is recognized as a reduction to depreciation expense. See also Note 8, “Asset Retirement and Environmental Obligations.”

Environmental Obligations: The Company has certain environmental remediation obligations that primarily relate to groundwater monitoring activities. Estimated remediation costs are accrued based on management’s best estimate at the end of each reporting period of the costs expected to be incurred to settle the obligation when those amounts are probable and estimable. Such cost estimates may include ongoing care, maintenance and monitoring costs associated with remediation activities. Changes in remediation estimates are reflected in earnings in the period the estimate is revised. Remediation costs included in environmental obligations are discounted to their present value when payments are readily estimable, and are discounted using a risk-free rate, which the Company derives from U.S. Treasury yields. Accretion of environmental obligations is included in “Other operating costs and expenses” within the Company’s Consolidated Statements of Operations. See also Note 8, “Asset Retirement and Environmental Obligations.”

Convertible Debt and Debt Issuance Costs: The Company accounts for its convertible debt in accordance with ASC Subtopic 470-20, “Debt with Conversion and Other Options” (“ASC 470-20”), whereby the convertible instrument is initially accounted for as a single unit of account, unless it contains a derivative that must be bifurcated from the host contract in accordance with ASC Topic 815, “Derivatives and Hedging” (“ASC 815”) or the substantial premium model in ASC Subtopic 470-20 applies. The Company did not identify any material embedded features contained within its Convertible Notes (as defined in Note 10, “Debt Obligations”) which would require bifurcation from the debt host. Where the substantial premium model applies, the premium is recorded in “Additional paid-in capital” in “Stockholders’ equity” within the Company’s Consolidated Balance Sheets. Costs that are incurred by the Company in connection with the issuance of debt are deferred and

amortized to interest expense using the effective interest method over the contractual term of the underlying indebtedness. Debt issuance costs reduce the carrying amount of the associated debt. See also Note 10, “Debt Obligations.”

Capped Call Options: The Company’s Capped Call Options cover the aggregate number of shares of its common stock that initially underlie the 2030 Notes (as such terms are defined in Note 10, “Debt Obligations”) that were issued in March 2024, and generally reduce potential dilution to the Company’s common stock upon the conversion of the 2030 Notes and/or offset any cash payments the Company may make in excess of the principal amount of the converted 2030 Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the Capped Call Options.

The Company determined that the Capped Call Options meet the definition of a freestanding derivative under ASC 815 but are not required to be separately accounted for as a derivative as they meet the indexation and equity classification scope exception outlined in ASC 815. Accordingly, the Company recognized the cash paid to enter into the Capped Call Options contract by recording an entry to “Additional paid-in capital” in “Stockholders’ equity” within the Company’s Consolidated Balance Sheets. The Capped Call Options recorded in additional paid-in capital will not be remeasured each reporting period. See Note 10, “Debt Obligations,” and Note 16, “Stockholders’ Equity and Stock-Based Compensation,” for additional information.

Commitments and Contingencies: Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. If a loss contingency is not probable or reasonably estimable, disclosure of the contingency and estimated range of loss, if determinable, is made in the financial statements when it is at least reasonably possible that a material loss could be incurred. Legal costs incurred in connection with loss contingencies are expensed as incurred. See also Note 13, “Commitments and Contingencies.”

Treasury Stock: Treasury stock represents shares of the Company’s common stock that have been reacquired after having been issued and is accounted for under the cost method. Treasury stock is excluded from the Company’s outstanding shares and recorded as a reduction of “Stockholders’ equity” within the Company’s Consolidated Balance Sheets, unless the repurchased shares are immediately retired. Incremental direct costs to purchase treasury stock, such as excise taxes and commission fees, are included in the cost of the shares acquired. See also Note 16, “Stockholders’ Equity and Stock-Based Compensation.”

Revenue Recognition: The Company’s revenue comes from sales of rare earth products produced at Mountain Pass. A significant portion of the Company’s sales are to an affiliate of Shenghe. The Company’s performance obligation is to produce and deliver rare earth products and the Company recognizes revenue at the point in time control of the products transfers to the customer, which is typically when the rare earth products are delivered to the agreed-upon shipping point. At that time, the customer has the ability to direct the use of and obtain substantially all of the remaining benefits from the products, and the customer bears the risk of loss. Commissions paid to distributors are deemed to be consideration payable to customers and are recorded as a reduction of the transaction prices.

For sales to Shenghe, the transaction price is based on a preliminary market price (net of taxes, tariffs, and certain other agreed charges) less applicable discounts per metric ton (“MT”), subject to an adjustment for the ultimate market price of the product realized by Shenghe upon sales to their customers. Consequently, the ultimate market prices are a form of variable consideration. Initial pricing is typically billed upon delivering the product to the agreed-upon shipping point and paid within 30 days or less. Final adjustments to prices may take longer to resolve. When the final price has not been resolved by the end of a reporting period, the Company estimates the expected sales price based on the initial price, current market pricing and known quality measurements, and further constrains such amounts to an amount that is probable not to result in a significant reversal of previously-recognized revenue. For sales to other customers, the transaction price is generally agreed to at the time the sale is entered into. Revenue from product sales is recorded net of taxes collected from customers that are remitted to governmental authorities. When necessary and appropriate, the Company applies a portfolio approach in estimating a refund obligation. See also Note 14, “Revenue Recognition.”

Government Grants: Government grants represent benefits provided by federal, state, or local governments that are not subject to the scope of ASC Topic 740, “Income Taxes” (“ASC 740”). Government grants are initially estimated and recognized when there is reasonable assurance the conditions of the grant will be met, and the grant will be received. When a grant is related to the purchase or construction of a long-lived asset (considered asset-based grants), the funds received are recorded as reductions of the related asset’s carrying amount, thereby reducing future depreciation expense. Alternatively, when a grant is related to an expense item (considered income-based grants), it is recognized as a reduction of expense to which the grant activity relates over the periods necessary to match the grant on a systematic basis to the costs that it is intended to compensate. The effect of a change in estimate is recognized in the period in which management concludes that it is no longer reasonably assured that (i) all of the grant conditions will be met or (ii) a portion of the grant will be received. Within the

Company’s Consolidated Balance Sheets, “Government grant receivable” and “Deferred government grant” pertain exclusively to the 45X Credit (as defined in Note 12, “Income Taxes”). See also Note 15, “Government Grants.”

Stock-Based Compensation: The cost of employee services received in exchange for an award of equity instruments is based on the grant-date fair value of the award. The fair value of Stock Awards (as defined in Note 16, “Stockholders’ Equity and Stock-Based Compensation”) is equal to the fair value of the Company’s stock on the grant date. The fair value of performance awards that include performance and/or market conditions is determined using a Monte Carlo simulation technique. The Monte Carlo simulation requires the use of inputs and assumptions such as the grant-date closing stock price, expected volatility, correlation coefficient to relevant peer groups or indices, risk-free interest rate and dividend yield.

Compensation cost for Stock Awards with graded vesting schedules is recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in substance, multiple awards, which results in accelerated recognition of compensation cost. Compensation cost for performance awards with cliff vesting schedules is recognized on a straight-line basis over the requisite service period. Compensation cost is not adjusted based on the actual achievement of the market-based performance goals. The Company accounts for forfeitures in the period in which they occur based on actual forfeitures. See also Note 16, “Stockholders’ Equity and Stock-Based Compensation.”

Start-up Costs: Costs associated with restarting an existing facility or commissioning a new facility, circuit or process of the Company’s production, manufacturing, or separations facilities prior to the achievement of commercial production, that do not qualify for capitalization, are expensed as incurred and considered start-up costs. Such costs may include certain salaries and wages, outside services, parts, training, and utilities, among other items, used or consumed directly in these start-up activities.

Earnings (Loss) per Share: Basic earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period. Diluted earnings or loss per share reflects the additional dilution for all potentially dilutive securities such as unvested Stock Awards. See also Note 18, “Earnings (Loss) per Share.”

Income Taxes: The Company accounts for income taxes using the balance sheet method, recognizing certain temporary differences between the book basis of the liabilities and assets and the related income tax basis for such liabilities and assets. This method generates either a net deferred tax liability or asset for the Company, as measured by the statutory tax rates in effect. The Company derives a deferred tax expense or benefit by recording the change in either the net deferred tax liability or asset balance for the year. The Company’s policy, if it were to have uncertain tax positions, is to recognize interest and/or penalties related to unrecognized tax benefits as part of its income tax expense. See also Note 12, “Income Taxes.”

Investment Tax Credits: An investment tax credit (“ITC”) represents a benefit provided by federal, state, or local governments to encourage an entity to invest in specific types of assets. An ITC is commonly calculated as a percentage of the investment cost of a qualifying asset and may be subject to the scope of ASC 740. The accounting for an ITC may depend upon certain factors, including whether or not the ITC is refundable and/or transferable. The Company elected to account for its nonrefundable, transferable ITCs under ASC 740. This type of ITC is initially estimated and recognized when the Company places into service a qualifying asset and determines that it will more-likely-than-not comply with the requirements to receive the ITC. Additionally, the Company elected to account for these ITCs under the deferral method whereby the Company will initially record such ITC as a deferred liability and subsequently recognize the ITC in the income statement as a reduction to income tax expense over the useful lives of the qualifying assets. As a result of the deferral method, the Company also elected to recognize immediately in income tax expense the deferred tax effect, net of any valuation allowance, as a result of such transaction. See also Note 12, “Income Taxes.”

Valuation of Deferred Tax Assets: The Company’s deferred tax assets include certain future tax benefits. The Company records a valuation allowance against any portion of those deferred tax assets when it believes, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Company reviews the likelihood that the benefit of the deferred tax assets will be realized and the need for valuation allowances on a quarterly basis, or more frequently if events indicate that a review is required.

Certain categories of evidence carry more weight in the analysis than others based upon the extent to which the evidence may be objectively verified. The Company looks to the nature and severity of cumulative pretax losses (if any) in the current three-year period ending on the evaluation date, recent pretax losses and/or expectations of future pretax losses. Other factors considered in the determination of the probability of the realization of the deferred tax assets include, but are not limited to: earnings history; projected future financial and taxable income based upon existing reserves and long-term estimates of commodity prices; the duration of statutory carry forward periods; prudent and feasible tax planning strategies readily available that may alter the timing of reversal of the temporary difference; nature of temporary differences and predictability of reversal patterns of existing temporary differences; and the sensitivity of future forecasted results to commodity prices and other factors.

Concluding that a valuation allowance is not required is difficult when there is significant negative evidence which is objective and verifiable, such as cumulative losses in recent years. However, recent cumulative losses are not solely determinative of the need for a valuation allowance. The Company also considers all other available positive and negative evidence in its analysis. See also Note 12, “Income Taxes.”

Recently Adopted Accounting Pronouncements: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, “Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The Company adopted ASU 2023-07 as of December 31, 2024, on a retrospective basis. See Note 20, “Segment Reporting,” for additional information.

In December 2023, the FASB issued ASU No. 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”), which enhances public entities’ existing income tax disclosures to better assess how an entity’s operations, related tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. ASU 2023-09 requires public entities to annually disclose specific categories in the rate reconciliation table of the income tax note and provide additional information for reconciling items that meet a quantitative threshold. The Company elected to early adopt ASU 2023-09 as of December 31, 2024, which did not have a material impact on the Company’s Consolidated Financial Statements. See Note 12, “Income Taxes,” for additional information.

Recently Issued Accounting Pronouncements Not Yet Adopted: Other than those listed below, there were no accounting pronouncements issued during the year ended December 31, 2024, that had or would be expected to have a material impact on the Company’s Consolidated Financial Statements and accompanying notes.

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income Expense Disaggregation Disclosures” (“ASU 2024-03”), which amends ASC Topic 220, “Comprehensive Income,” to enhance the disclosure of expense information in the notes to the financial statements. ASU 2024-03 requires public business entities to disaggregate specified income statement expenses, such as purchases of inventory, employee compensation, depreciation, amortization, and depletion into detailed categories presented in a tabular format. Additionally, ASU 2024-03 mandates qualitative descriptions for expenses not separately disaggregated and annual disclosure of selling expenses and their definitions. ASU 2024-03 is effective for the Company’s fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, and may be applied prospectively or retrospectively. The Company is currently evaluating the effect of adopting ASU 2024-03 on its disclosures.

In November 2024, the FASB issued ASU No. 2024-04, “Induced Conversions of Convertible Debt Instruments” (“ASU 2024-04”), which enhances guidance in ASC Topic 470, “Debt,” to improve consistency and relevance in accounting for induced conversions of convertible debt instruments. Specifically, ASU 2024-04 clarifies criteria for when settlements should be treated as induced conversions, requiring that inducement offers preserve the form and amount of consideration issuable under original conversion terms. ASU 2024-04 is effective for the Company’s fiscal years and interim periods within those fiscal years beginning after December 15, 2025, with early adoption permitted, and may be applied prospectively or retrospectively. The Company is currently evaluating the effect of adopting ASU 2024-04 on its consolidated financial statements and disclosures.

Reclassifications: Certain amounts in prior periods have been reclassified to conform to the current year presentation.

NOTE 3—CASH, CASH EQUIVALENTS AND INVESTMENTS

The following table presents the Company’s cash, cash equivalents and short-term investments:

			December 31, 2024																								December 31, 2023
(in thousands)			Amortized Cost Basis						Unrealized Gains						Unrealized Losses						Estimated Fair Value						Amortized Cost Basis						Unrealized Gains						Unrealized Losses						Estimated Fair Value
Cash:
Demand deposits			$	1,889					$	—					$	—					$	1,889					$	2,795					$	—					$	—					$	2,795
Cash equivalents:
Money market funds			164,477						—						—						164,477						61,166						—						—						61,166
U.S. Treasury securities			86,320						17						—						86,337						92,113						14						—						92,127
Commercial paper			29,731						8						—						29,739						93,447						15						—						93,462
Certificates of deposit			—						—						—						—						13,799						2						—						13,801
Total cash equivalents			280,528						25						—						280,553						260,525						31						—						260,556
Total cash and equivalents			282,417						25						—						282,442						263,320						31						—						263,351
Short-term investments:
U.S. agency securities			2,240						—						—						2,240						118,370						—						(78)						118,292
U.S. Treasury securities			544,410						222						(12)						544,620						615,962						249						(10)						616,201
Commercial paper			16,661						6						—						16,667						—						—						—						—
Certificates of deposit			4,897						2						—						4,899						—						—						—						—
Total short-term investments			568,208						230						(12)						568,426						734,332						249						(88)						734,493
Total cash, cash equivalents and short-term investments			$	850,625					$	255					$	(12)					$	850,868					$	997,652					$	280					$	(88)					$	997,844

The Company does not intend to sell, nor is it more likely than not that the Company will be required to sell, any investments in unrealized loss positions before recovery of their amortized cost basis. The Company did not recognize any credit losses related to its available-for-sale investments during the years ended December 31, 2024, 2023 and 2022. The unrealized losses on the Company’s available-for-sale investments were primarily due to unfavorable changes in interest rates subsequent to initial purchase. None of the available-for-sale investments held as of December 31, 2024, were in a continuous unrealized loss position for greater than 12 months and the unrealized losses and the related risk of expected credit losses were not material.

The Company recognized the following income and expense amounts, all of which are included in “Other income, net” within the Company’s Consolidated Statements of Operations:

			For the year ended December 31,
(in thousands)			2024						2023						2022
Gross realized gains			$	20					$	575					$	258
Gross realized losses			$	15					$	203					$	573
Interest and investment income(1)			$	47,114					$	55,637					$	19,774

(1)Includes interest and investment income on the Company’s available-for-sale securities and other money market funds.

As of December 31, 2024, all outstanding available-for-sale investments had contractual maturities within one year and aggregated to a fair value of $684.5 million.

Accrued interest receivable was $0.6 million and $0.9 million as of December 31, 2024 and 2023, respectively, and is included in “Prepaid expenses and other current assets” within the Company’s Consolidated Balance Sheets.

NOTE 4—INVENTORIES

The Company’s inventories consisted of the following:

			December 31,
(in thousands)			2024						2023
Raw materials and supplies, including spare parts			$	48,400					$	42,371
Mined ore stockpiles			31,142						28,507
Work in process			14,447						15,019
Finished goods			13,916						9,285
Total current inventories			107,905						95,182
Add: Non-current portion(1)			19,031						13,350
Total inventories			$	126,936					$	108,532

(1)Primarily represents stockpiled ore that is not expected to be processed within the next 12 months as well as certain raw materials that are not expected to be consumed within the next 12 months. The stockpiled ore amounts as of December 31, 2024 and 2023, were $12.3 million and $9.1 million, respectively.

During the years ended December 31, 2024 and 2023, the Company determined that the cost of a portion of its inventory exceeded its net realizable value, resulting in write-downs on certain inventories of $21.5 million and $2.3 million, respectively, which were included in “Cost of sales (excluding depreciation, depletion and amortization) (including related party)” within the Consolidated Statements of Operations. The write-downs were largely attributable to elevated carrying costs of the Company’s initial production of separated products given the early stage of ramping the Stage II facilities to normalized production levels. There were no write-downs of inventories recorded for the year ended December 31, 2022.

NOTE 5—PROPERTY, PLANT AND EQUIPMENT

The Company’s property, plant and equipment consisted of the following:

			December 31,
(in thousands)			2024						2023
Land and land improvements			$	42,789					$	27,091
Buildings and building improvements			96,961						92,203
Machinery and equipment			662,333						503,145
Assets under construction			202,544						211,848
Mineral rights			438,395						438,395
Property, plant and equipment, gross			1,443,022						1,272,682
Less: Accumulated depreciation and depletion			(191,526)						(114,628)
Property, plant and equipment, net			$	1,251,496					$	1,158,054

Additions to Property, Plant and Equipment: The Company capitalized expenditures related to property, plant and equipment of $169.7 million, $280.0 million and $361.2 million for the years ended December 31, 2024, 2023 and 2022, respectively, including amounts not yet paid (see Note 21, “Supplemental Cash Flow Information”). The capitalized expenditures related primarily to buildings and building improvements, machinery and equipment, and assets under construction to support the Company’s Independence Facility, as well as various projects at Mountain Pass, including the HREE Facility (as defined in Note 15, “Government Grants”). Capitalized expenditures for the year ended December 31, 2023, also included assets under construction to support the Company’s Stage II optimization project. Additionally, capitalized expenditures for the year ended December 31, 2022, included the purchase of approximately 18 acres of land in Fort Worth, Texas.

The Company’s depreciation and depletion expense were as follows:

			For the year ended December 31,
(in thousands)			2024						2023						2022
Depreciation expense(1)			$	63,558					$	43,998					$	5,808
Depletion expense			$	13,036					$	11,067					$	12,209

(1)The December 31, 2022, amount reflects a $2.7 million reduction as a result of an ARO decrement discussed in Note 8, “Asset Retirement and Environmental Obligations.”

The Company recognized $5.5 million of demolition costs for the year ended December 31, 2023, which are included in “Other operating costs and expenses” within the Company’s Consolidated Statements of Operations, incurred in connection with demolishing and removing certain old facilities from the Mountain Pass site that have never been used in the Company’s operations. There were no property, plant and equipment impairments recognized for the years ended December 31, 2024, 2023 and 2022. For information on the Company’s asset-based government grants, which impact the carrying amount of the Company’s property, plant and equipment, see Note 15, “Government Grants.”

NOTE 6—EQUITY METHOD INVESTMENT

The Company’s equity method investment balance, which is included in “Other non-current assets” within the Company’s Consolidated Balance Sheets, was $9.1 million and $9.7 million, as of December 31, 2024 and 2023, respectively, and pertains to the Company’s December 2023 investment of $9.7 million of cash in exchange for a 49% equity interest in VREX Holdco Pte. Ltd. (“VREX Holdco”), an entity incorporated in Singapore. Shenghe, a related party to the Company, owns the remaining 51% equity interest in VREX Holdco. VREX Holdco wholly owns Vietnam Rare Earth Company Limited (“VREX”), which owns and operates a metal processing plant and related facilities in Vietnam. As discussed in Note 19, “Related-Party Transactions,” in October 2023, the Company entered into the Tolling Agreement (as defined in Note 19, “Related-Party Transactions”) with VREX Holdco whereby VREX Holdco would cause VREX to process the Company’s NdPr oxide into NdPr metal for delivery to the Company’s customers globally.

The Company determined that VREX Holdco is a variable interest entity, but that the Company is not the primary beneficiary since it does not meet both of the following characteristics: (i) have the power to direct the activities that most significantly impact the economic performance of VREX Holdco and (ii) have the obligation to absorb losses or the right to receive benefits from VREX Holdco that could potentially be significant to VREX Holdco. In the Company’s determination that it is not the primary beneficiary, among other factors, it considered that all major decisions regarding the operations, capital structure and financial condition of VREX Holdco and VREX are subject to approval by VREX Holdco’s board of directors, which is not controlled by the Company. In addition, Shenghe is responsible for the day-to-day project management and operations of VREX Holdco and VREX. Consequently, the Company does not consolidate VREX Holdco, and instead, accounts for its investment in VREX Holdco under the equity method of accounting as it has the ability to exercise significant influence, but not control, over VREX Holdco’s operating and financial policies via its seats on the board of directors and its related party agreements.

In November 2024, VREX’s metal processing operations in Vietnam were paused. In February 2025, VREX Holdco, the Company, and Shenghe 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, which was $9.7 million, in exchange for its 49% equity interest in VREX Holdco. As a result, as of December 31, 2024, the Company concluded that its equity method investment had not experienced an other-than-temporary decline in value since it expects to receive an amount at least equal to the carrying amount of the investment. No impairment charges were recorded during the years ended December 31, 2024 and 2023. As of December 31, 2024, the Company was not utilizing VREX as a toll processor, and instead, was using its other toll processors to convert its NdPr oxide into metal.

As of December 31, 2024, the difference between the carrying amount of the Company’s investment in VREX Holdco, which was $9.1 million, and the amount of underlying equity in the net assets of the investee substantially relates to equity method goodwill, which is not amortized by the Company as a basis difference. The Company records its share of VREX Holdco’s net income or loss on a one-quarter lag due to the timing of when the investee’s financial statements become available.

For the year ended December 31, 2024, the Company recognized $0.6 million of Company’s share of VREX Holdco’s net loss, which was included in “Other income, net” within the Company’s Consolidated Statements of Operations. No such amounts were recognized for the years ended December 31, 2023 and 2022. With the exception of the initial investment, there were no contributions to, or distributions received from, VREX Holdco during the years ended December 31, 2024 and 2023.

The Company capitalizes to inventories the tolling fees paid to VREX Holdco pursuant to the Tolling Agreement. To the extent intra-entity profits or losses remain in the Company’s inventories balance as of each reporting period date, the Company will eliminate its proportional share of such profits or losses until the inventory is sold to an unrelated party. As of both December 31, 2024 and 2023, the tolling fees due to VREX Holdco pursuant to the Tolling Agreement and capitalized to inventories that are subject to intra-entity profit or loss elimination were immaterial. See Note 19, “Related-Party Transactions,” for a discussion on the transactions between the Company and VREX Holdco during the year ended December 31, 2024.

NOTE 7—INTANGIBLE ASSETS

The Company’s intangible assets were as follows:

			December 31,
(in thousands)			2024						2023
Intangible assets with indefinite lives:
Emissions allowances			$	—					$	316
Intangible assets with definite lives:
Patent and intellectual property license			8,963						8,963
Less: Accumulated amortization			(1,593)						(398)
Patent and intellectual property license, net			7,370						8,565
Intangible assets, net			$	7,370					$	8,881

In August 2023, the Company acquired a license to use patented technology, technical know-how, and other intellectual property pertaining to the development and manufacturing of magnetic products. Pursuant to the terms of the agreement to acquire the license, 152,504 shares were issued immediately and 43,573 were issued during the year ended December 31, 2024, on the first anniversary of the acquisition date. Furthermore, an additional 43,573 are due to be issued on each of the second and third anniversaries of the acquisition date, with an additional 152,506 shares on the fourth anniversary.

Contemporaneous with the acquisition of the license, the Company entered into a consulting agreement in support of integrating the licensed technology and know-how into its existing processes aimed at the development of magnetic products. Unless earlier terminated, under the consulting agreement, the Company is contracted to pay a total of approximately $15 million through August 2027, of which, the first payment of $3.8 million was paid in cash during the third quarter of 2024. The payments pertaining to the second, third and fourth anniversaries of the consulting agreement may be settled in cash or shares of the Company’s common stock at the Company’s election. To date, the majority of the cost, which is being recorded ratably over the four-year period, has been capitalized to property, plant and equipment.

Amortization expense related to amortizing intangible assets was $1.2 million and $0.4 million for the years ended December 31, 2024 and 2023, respectively. The remaining weighted-average useful life of the Company’s amortizing intangible assets was 6.2 years as of December 31, 2024. There was no amortization expense related to amortizing intangible assets recognized for year ended December 31, 2022. No impairment charges were recorded during the years ended December 31, 2024, 2023 and 2022.

The following table presents the estimated amortization expense based on amortizing intangible assets as of December 31, 2024:

(in thousands)
Period:
2025			$	1,195
2026			1,195
2027			1,195
2028			1,195
2029			1,195
Thereafter			1,395
Total			$	7,370

NOTE 8—ASSET RETIREMENT AND ENVIRONMENTAL OBLIGATIONS

Asset Retirement Obligations

The Company estimates ARO based on the requirements to reclaim certain land areas associated with mineral extraction activities and certain related facilities at Mountain Pass. Minor reclamation activities related to discrete portions of the Company’s operations are ongoing. As of December 31, 2024, the Company estimated a significant portion of the cash outflows for major reclamation activities including the retirement of Mountain Pass will be incurred beginning in 2053.

In the fourth quarter of 2024, as a result of an update to the life of mine, the Company revised its estimated timing and cash flows pertaining to the settlement of the reclamation and removal activities associated with Mountain Pass, estimating that a significant portion of the cash outflows will now be incurred beginning in 2053 instead of 2056. The change in estimates resulted in an ARO increment of $1.3 million, which increased the carrying amounts of associated property, plant and equipment.

In the third quarter of 2022, as a result of final approval from San Bernardino County and the Division of Mine Reclamation (California) of a revised reclamation plan, the Company revised its estimated cash flows pertaining to the settlement of the reclamation and removal activities associated with Mountain Pass, including removing the previous estimates of the cash flows associated with the processing and separations facilities that no longer require reclamation. The changes in estimates resulted in an ARO decrement of $13.1 million, of which $10.4 million reduced the carrying amounts of the associated property, plant and equipment, and $2.7 million, reflecting the excess of the decrement over the carrying amount of the related property, plant and equipment, was recorded as a reduction to depreciation expense for the year ended December 31, 2022.

The following is a summary of the Company’s ARO:

			December 31,
(in thousands)			2024						2023
Beginning balance			$	5,702					$	5,475
Obligations settled			(184)						(180)
Accretion expense			429						407
Obligations incurred			159						—
Revision in estimated cash flows			1,289						—
Ending balance			$	7,395					$	5,702

The balance as of both December 31, 2024 and 2023, included current portions of $0.2 million, which are included in “Other current liabilities” within the Company’s Consolidated Balance Sheets. The non-current portions are included in “Other non-current liabilities” within the Company’s Consolidated Balance Sheets. The total estimated future undiscounted cash flows required to satisfy the Company’s ARO as of December 31, 2024 and 2023, were $51.6 million and $50.2 million, respectively. As of December 31, 2024, the credit-adjusted risk-free rate ranged between 6.5% and 11.5% depending on the timing of expected settlement and when the increment was recognized. Other than those discussed above, there were no significant increments or decrements for the years ended December 31, 2024, 2023, and 2022.

Environmental Obligations

The Company has certain environmental monitoring and remediation obligations related to the groundwater contamination in and around Mountain Pass. The Company engages environmental consultants to develop remediation plans and the related cost projections, which are used to develop an estimate of future cash payments to estimate the Company’s environmental obligations. As assessments and remediation progress occur, the Company periodically reviews its estimates and records any necessary adjustments in the period in which new information becomes available.

During the fourth quarter of 2024, as a result of updating its estimated cash flows required to satisfy its existing environmental monitoring and remediation obligations, the Company recorded an additional $2.0 million liability, with a corresponding loss recorded in “Other operating costs and expenses” within the Company’s Consolidated Statements of Operations for the year ended December 31, 2024.

As of December 31, 2024, the Company estimated the cash outflows related to these environmental activities will be incurred annually over the next 30 years but could be longer. The Company’s environmental obligations are measured at the

expected value of future cash outflows discounted to their present value using a discount rate of 4.78%. There were no significant changes in the estimated remaining costs for the years ended December 31, 2023 and 2022.

The total estimated aggregate undiscounted cost of $39.5 million and $26.7 million as of December 31, 2024 and 2023, respectively, principally related to groundwater monitoring and remediation activities required by state and local agencies. Based on the Company’s estimate of the cost and timing and the assumption that payments are considered to be fixed and reliably determinable, the Company has discounted the liability. The balance as of December 31, 2024 and 2023, included current portions of $0.9 million and $0.5 million, respectively, which are included in “Other current liabilities” within the Company’s Consolidated Balance Sheets. The non-current portions are included in “Other non-current liabilities” within the Company’s Consolidated Balance Sheets.

As of December 31, 2024, the total environmental costs were as follows (in thousands):

Year ending December 31,
2025			$	899
2026			921
2027			944
2028			968
2029			992
Thereafter			34,730
Total			39,454
Effect of discounting			(20,410)
Total environmental obligations			$	19,044

Financial Assurances

The Company is required to provide certain government agencies with financial assurances relating to closure and reclamation obligations. As of December 31, 2024 and 2023, the Company had financial assurance requirements of $45.5 million and $45.4 million, respectively, which were satisfied with surety bonds placed with applicable California state and regional agencies.

NOTE 9—ACCRUED LIABILITIES

The Company’s accrued liabilities consisted of the following:

			December 31,
(in thousands)			2024						2023
Accrued payroll and related			$	17,370					$	14,499
Accrued construction costs			36,016						46,976
Accrued taxes(1)			4,039						3,373
Other accrued liabilities			7,302						9,091
Accrued liabilities			$	64,727					$	73,939

(1)The December 31, 2024, balance includes excise tax liability of $2.0 million. There was no excise tax liability balance as of December 31, 2023.

NOTE 10—DEBT OBLIGATIONS

The Company’s long-term debt, net, was as follows:

			December 31, 2024																		December 31, 2023
(in thousands)			Principal Amount						Unamortized Debt Issuance Costs						Carrying Amount						Principal Amount						Unamortized Debt Issuance Costs						Carrying Amount
Convertible Notes due 2026			$	67,699					$	(440)					$	67,259					$	690,000					$	(8,020)					$	681,980
Convertible Notes due 2030			862,793						(21,323)						841,470						—						—						—
Total long-term debt outstanding			$	930,492					$	(21,763)					$	908,729					$	690,000					$	(8,020)					$	681,980

Convertible Notes due 2026

In March 2021, the Company issued $690.0 million in aggregate principal amount of 0.25% unsecured convertible senior notes (the “2026 Notes”) at a price of par. Interest on the 2026 Notes is payable on April 1st and October 1st of each year, beginning on October 1, 2021.

Contemporaneous with the pricing of the 2030 Notes (as defined below), the Company entered into privately negotiated transactions with certain holders of the 2026 Notes to repurchase $400.0 million in aggregate principal amount of the 2026 Notes, using $358.0 million of the net proceeds from the offering of the 2030 Notes. The price the Company paid to repurchase the 2026 Notes, 89.5% of par value, was the same for each lender and approximated the trading price of the 2026 Notes at the time of the repurchases. Subsequent to the issuance of the 2030 Notes, the Company repurchased an additional $80.0 million in aggregate principal amount of the 2026 Notes in open market transactions for $70.6 million. As a result of these repurchases in the first quarter of 2024, the Company recorded a $46.3 million gain on early extinguishment of debt included within the Company’s Consolidated Statements of Operations for the year ended December 31, 2024.

The remaining 2026 Notes outstanding mature, unless earlier converted, redeemed or repurchased, on April 1, 2026. The initial conversion price of the remaining 2026 Notes is approximately $44.28 per share, or 22.5861 shares, per $1,000 principal amount of notes, subject to adjustment upon the occurrence of certain events.

In March 2024, the Company provided a written notice to the trustee and the holders of the 2026 Notes that it has irrevocably elected to fix the settlement method for all conversions that may occur subsequent to the election date, to a combination of cash and shares of the Company’s common stock with the specified dollar amount, per $1,000 principal amount of the 2026 Notes, of $1,000. As a result, for any conversions of 2026 Notes occurring after the election date, a converting holder will receive (i) up to $1,000 in cash per $1,000 principal amount of the 2026 Notes and (ii) shares of the Company’s common stock for any conversion consideration in excess of $1,000 per $1,000 principal amount of the 2026 Notes converted. Prior to the election being made, the Company could have elected to settle the 2026 Notes in cash, shares of the Company’s common stock or a combination thereof.

Prior to January 1, 2026, at their election, holders of the 2026 Notes may convert their outstanding notes under the following circumstances: (i) during any calendar quarter commencing with the third quarter of 2021 if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (ii) during the five business day period after any five consecutive trading day period (the “2026 Notes measurement period”) in which the trading price (as defined in the indenture governing the 2026 Notes) per $1,000 principal amount of 2026 Notes for each trading day of the 2026 Notes measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; (iii) if the Company calls any or all of the 2026 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (iv) upon the occurrence of specified corporate events set forth in the indenture governing the 2026 Notes. On or after January 1, 2026, and prior to the maturity date of the 2026 Notes, holders may convert their outstanding notes at any time, regardless of the foregoing circumstances.

If the Company undergoes a fundamental change (as defined in the indenture governing the 2026 Notes), holders may require it to repurchase for cash all or any portion of their outstanding 2026 Notes at a price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events that occur prior to the maturity date of the 2026 Notes or if the Company delivers a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for holders who elect to convert their outstanding 2026 Notes in connection with such corporate event or notice of redemption, as the case may be.

Convertible Notes due 2030

In March 2024, the Company issued $747.5 million in aggregate principal amount of 3.00% unsecured convertible senior notes that mature, unless earlier converted, redeemed or repurchased, on March 1, 2030 (the “2030 Notes” and, together with the 2026 Notes, the “Convertible Notes”), at a price of par. Interest on the 2030 Notes is payable on March 1st and September 1st of each year, beginning on September 1, 2024. In connection with the issuance, the Company recorded debt issuance costs of $19.9 million, of which $3.7 million was settled through the issuance of shares of the Company’s common stock (see Note 21, “Supplemental Cash Flow Information”).

The 2030 Notes are convertible into cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, at an initial conversion price of approximately $21.74 per share, or 45.9939 shares per $1,000 principal amount of 2030 Notes, subject to adjustment upon the occurrence of certain events.

Prior to December 1, 2029, at their election, holders of the 2030 Notes may convert their outstanding notes under the following circumstances: i) during any calendar quarter commencing with the third quarter of 2024 if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; ii) during the five business day period after any ten consecutive trading day period (the “Measurement Period”) in which the trading price (as defined in the indenture governing the 2030 Notes) per $1,000 principal amount of 2030 Notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; iii) if the Company calls any or all of the 2030 Notes for redemption, the notes called for redemption may be converted at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or iv) upon the occurrence of specified corporate events set forth in the indenture governing the 2030 Notes. On or after December 1, 2029, and prior to the close of business on the second scheduled trading day immediately preceding the maturity date of the 2030 Notes, holders may convert their outstanding notes at any time, regardless of the foregoing circumstances.

The Company has the option to redeem for cash the 2030 Notes, in whole or in part, beginning on March 5, 2027, if certain conditions are met as set forth in the indenture governing the 2030 Notes. The redemption price is equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest.

If the Company undergoes a fundamental change (as defined in the indenture governing the 2030 Notes), holders may require the Company to repurchase for cash all or any portion of their outstanding 2030 Notes at a price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest.

In addition, following certain corporate events that occur prior to the maturity date of the 2030 Notes or if the Company delivers a notice of early redemption, holders may, at their election, convert their outstanding 2030 Notes in connection with such event or notice, as applicable, and the Company will, in certain circumstances, increase the conversion rate but not to exceed 64.3915 shares per $1,000 principal amount of any converted 2030 Notes, subject to further adjustment upon the occurrence of certain events.

Capped Call Options

In March 2024, in connection with the offering of the 2030 Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call Options”) with certain financial institutions (“Counterparties”). The Capped Call Options cover, subject to anti-dilution adjustments substantially similar to those in the 2030 Notes, 34.4 million shares of the Company’s common stock, the same number of shares that initially underlie the 2030 Notes issued in March 2024. The Capped Call Options have an expiration date of March 1, 2030, subject to earlier exercise.

The Capped Call Options are expected generally to reduce the potential dilution to the Company’s common stock upon conversion of the 2030 Notes and/or offset cash payments the Company is required to make in excess of the principal amount of the converted 2030 Notes, as the case may be, in the event that the market price per share of the Company’s common stock, as measured under the terms of the Capped Call Options, is greater than the strike price of the Capped Call Options, which initially corresponds to the initial conversion price of the 2030 Notes, or approximately $21.74 per share of common stock, with such reduction and/or offset subject to an initial cap of $31.06 per share of the Company’s common stock.

The Capped Call Options are separate transactions, entered into by the Company with each of the Counterparties, and are not part of the terms of the 2030 Notes. Holders of the 2030 Notes will not have any rights with respect to the Capped Call Options. The Capped Call Options meet the criteria for classification as equity and, as such, are not remeasured each reporting period. During the first quarter of 2024, the Company paid $65.3 million for the Capped Call Options, which was recorded as a reduction to “Additional paid-in capital” within the Company’s Consolidated Balance Sheets along with the offsetting associated deferred tax impact of $15.9 million.

The Company elected to integrate the Capped Call Options with those 2030 Notes issued in March 2024 for federal income tax purposes pursuant to applicable U.S. Treasury Regulations. Accordingly, the $65.3 million gross cost of the purchased Capped Call Options will be deductible for income tax purposes as original discount interest over the term of the 2030 Notes.

Convertible Notes Debt Exchange

In December 2024, the Company entered into privately negotiated exchange agreements with certain holders of its 2026 Notes (the “Debt Exchange Agreements”). Pursuant to the Debt Exchange Agreements, $142.3 million in aggregate principal amount of the 2026 Notes was exchanged for $115.3 million in aggregate principal amount of the 2030 Notes (the “Debt Exchange”), which had the same terms and conditions as the 2030 Notes issued in March 2024.

As a result of the Debt Exchange, the Company recorded a $6.6 million gain on early extinguishment of debt, included within the Company’s Consolidated Statements of Operations for the year ended December 31, 2024; a $13.8 million increase to additional paid-in capital (net of the associated deferred tax impact of $4.0 million), as the 2030 Notes pertaining to this Debt Exchange were issued at a substantial premium; and total debt issuance costs of $4.5 million, of which $0.6 million were allocated to additional paid-in capital. For the avoidance of doubt, the 2030 Notes issued as part of the Debt Exchange are not associated with the Capped Call Options.

Interest expense related to the Convertible Notes was as follows:

			For the year ended December 31,
(in thousands)			2024						2023						2022
Coupon interest			$	19,256					$	1,725					$	1,725
Amortization of debt issuance costs			3,901						3,536						3,517
Convertible Notes interest expense			$	23,157					$	5,261					$	5,242

The debt issuance costs associated with the 2026 Notes and the 2030 Notes are being amortized to interest expense over the terms of each note at effective interest rates of 0.51% and 3.52%, respectively. The remaining term of the 2026 Notes and the 2030 Notes were 1.3 years and 5.2 years, respectively, as of December 31, 2024.

As of December 31, 2024 and 2023, accrued and unpaid interest pertaining to the Convertible Notes was $8.7 million and $0.4 million, respectively, and is included in “Other current liabilities” within the Company’s Consolidated Balance Sheets.

Equipment Notes

The Company has financing agreements for the purchase of certain equipment, including trucks and loaders, graders, and various other machinery. The Company’s equipment notes, which are secured by the purchased equipment, have terms of 5 years and interest rates of 4.5% per annum.

In December 2024, the Company entered into a secured uncommitted non-revolving credit facility (the “Uncommitted Credit Facility”) with Caterpillar Financial Services Corporation, providing an aggregate borrowing capacity of $25.0 million, which the Company may use only to finance agreed-upon equipment from a specific supplier. The interest rates for the various borrowings under the Uncommitted Credit Facility will approximate market rates and will be fixed for the duration of the advance. As of December 31, 2024, the Company did not have borrowings outstanding under the Uncommitted Credit Facility.

The current and non-current portions of the equipment notes, which are included within the Consolidated Balance Sheets in “Other current liabilities” and “Other non-current liabilities,” respectively, were as follows:

			December 31,
(in thousands)			2024						2023
Equipment notes
Current			$	2,098					$	2,106
Non-current			539						2,637
			$	2,637					$	4,743

Interest expense, net

Interest expense, net, was as follows:

			For the year ended December 31,
(in thousands)			2024						2023						2022
Interest expense			$	23,401					$	5,580					$	6,146
Interest capitalized to property, plant and equipment, net			(391)						(326)						(360)
Interest expense, net			$	23,010					$	5,254					$	5,786

Debt Maturities

The following is a schedule of debt repayments as of December 31, 2024:

(in thousands)			2026 Notes						2030 Notes						Equipment Notes
Year ending December 31,
2025			$	—					$	—					$	2,098
2026			67,699						—						539
2027			—						—						—
2028			—						—						—
2029			—						—						—
Thereafter			—						862,793						—
Total minimum payments			$	67,699					$	862,793					$	2,637

As of December 31, 2024, none of the agreements governing the Company’s indebtedness contain financial covenants.

NOTE 11—LEASES

The Company has operating and finance leases for corporate office space, warehouses, vehicles and equipment used in its operations, with lease terms ranging from one month to approximately eight years. The majority of these leases require monthly lease payments that may be subject to annual increases throughout the lease term. Certain of these leases also include renewal options at the election of the Company to renew or extend the lease for an additional one to five years. The Company’s lease agreements do not contain material residual value guarantees or restrictive covenants. As of December 31, 2024, the Company was not reasonably certain of exercising any material purchase, renewal, or termination options contained within its lease agreements. No ROU asset impairment charges were recorded during the years ended December 31, 2024, 2023 and 2022.

As of December 31, 2024, the Company’s largest lease was for its corporate office space, which commenced in the second quarter of 2023. The lease has an initial term of 91 months expiring in October 2030, with an option to renew for one five-year period at the election of the Company. The current annual base rent payment is $1.3 million, which is subject to an annual escalator in the future.

Total lease cost included the following components:

			Location on Consolidated Statements of Operations						For the year ended December 31,
(in thousands)						2024						2023						2022
Operating lease cost			Primarily Selling, general and administrative						$	1,916					$	1,328					$	424
Finance lease cost
Amortization of right-of-use assets			Depreciation, depletion and amortization						268						246						339
Interest on lease liabilities			Interest expense, net						61						32						44
									329						278						383
Short-term lease cost			Primarily Cost of sales (excluding depreciation, depletion and amortization) (including related party)						3,163						2,134						1,509
									$	5,408					$	3,740					$	2,316

Information related to lease terms and discount rates was as follows:

			December 31,
			2024						2023
Weighted-average remaining lease term:
Operating leases			5.7 years						6.6 years
Finance leases			2.2 years						4.4 years
Weighted-average discount rate:
Operating leases			6.9		%				6.9		%
Finance leases			6.6		%				6.0		%

As of December 31, 2024, the maturities of the Company’s operating and finance lease liabilities were as follows:

(in thousands)			Operating Leases						Finance Leases
Period:
2025			$	1,491					$	547
2026			1,380						79
2027			1,370						60
2028			1,403						42
2029			1,436						42
Thereafter			1,227						28
Total lease payments			8,307						798
Less: Imputed interest			(1,443)						(63)
Total			$	6,864					$	735

Supplemental disclosure for the Consolidated Balance Sheets related to the Company’s operating and finance leases is as follows:

			Location on Consolidated Balance Sheets						December 31,
(in thousands)						2024						2023
Operating leases:
Right-of-use assets			Operating lease right-of-use assets						$	8,680					$	10,065
Operating lease liability, current			Other current liabilities						$	1,066					$	959
Operating lease liability, non-current			Operating lease liabilities						5,798						6,829
Total operating lease liabilities									$	6,864					$	7,788
Finance leases:
Right-of-use assets			Other non-current assets						$	905					$	591
Finance lease liability, current			Other current liabilities						$	517					$	195
Finance lease liability, non-current			Other non-current liabilities						218						388
Total finance lease liabilities									$	735					$	583

NOTE 12—INCOME TAXES

Income tax benefit (expense) consisted of the following:

			For the year ended December 31,
(in thousands)			2024						2023						2022
Current:
Federal			$	148					$	(178)					$	(24,382)
State			—						(135)						(9,977)
Total current			148						(313)						(34,359)
Deferred:
Federal			21,883						(11,334)						(19,236)
State			5,892						2,879						1,447
Total deferred			27,775						(8,455)						(17,789)
Total income tax benefit (expense)			$	27,923					$	(8,768)					$	(52,148)

Income (loss) before income taxes, by tax jurisdiction, was as follows:

			For the year ended December 31,
(in thousands)			2024						2023						2022
United States			$	(93,347)					$	33,075					$	341,152

Income taxes differed from the amounts computed by applying the U.S. federal income tax rate of 21% to pretax income as a result of the following:

			For the year ended December 31,
			2024												2023												2022
(in thousands, except tax rates)			Percent						Amount						Percent						Amount						Percent						Amount
Computed income tax benefit (expense) at the statutory rate			21.0		%				$	19,603					21.0		%				$	(6,946)					21.0		%				$	(71,642)
Changes resulting from:
State and local income taxes, net of federal benefits(1)			1.8		%				1,700						2.6		%				(867)						3.3		%				(11,395)
Limitation on officers’ compensation			(1.9)		%				(1,815)						11.0		%				(3,640)						2.3		%				(8,067)
Percentage depletion in excess of basis			3.5		%				3,284						—		%				—						(4.5)		%				15,248
Foreign-derived intangible income			—		%				—						—		%				—						(4.0)		%				13,676
California Competes Tax Credit, net of federal detriment			1.9		%				1,778						(11.3)		%				3,753						(0.9)		%				3,160
Excess tax benefits (expense) on stock-based compensation			(1.4)		%				(1,312)						0.6		%				(190)						(1.0)		%				3,575
Valuation allowance			(0.1)		%				(50)						4.1		%				(1,360)						(0.8)		%				2,845
Section 45X Advanced Manufacturing Production Credit			3.8		%				3,543						(0.1)		%				38						—		%				—
Section 48C Qualifying Advanced Energy Project Credit			0.2		%				148						—		%				—						—		%				—
State rate change			1.5		%				1,354						(2.7)		%				872						(0.1)		%				308
Return-to-provision and other state adjustments			(0.2)		%				(202)						0.5		%				(155)						—		%				162
Other, net			(0.2)		%				(108)						0.8		%				(273)						—		%				(18)
Total effective tax rate and income tax benefit (expense)			29.9		%				$	27,923					26.5		%				$	(8,768)					15.3		%				$	(52,148)

(1)State taxes in California made up the majority (greater than 50%) of the tax effect in this category.

The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities were as follows:

			December 31,
(in thousands)			2024						2023
Deferred tax assets:
Asset retirement and environmental obligations			$	6,442					$	5,640
Net operating losses			70,593						25,107
Inventories			1,828						15,310
Research and experimental costs			988						960
Stock-based compensation			5,958						5,065
Organization costs			597						688
Lease liabilities			1,852						2,084
Credits			11,119						3,057
Capped call options			9,846						—
Deferred investment tax credit liability			5,805						—
Other			1,467						439
Gross deferred tax assets			116,495						58,350
Less: Valuation allowance			(1,756)						(1,706)
Net deferred tax assets			114,739						56,644
Deferred tax liabilities:
Property, plant and equipment			(103,133)						(83,834)
Prepaid expenses			(1,056)						(520)
ROU assets			(2,335)						(2,638)
Deferred revenue			—						(3,270)
Mineral rights			(92,533)						(97,127)
Other			(991)						(48)
Total deferred tax liabilities			(200,048)						(187,437)
Non-current deferred tax liabilities, net			$	(85,309)					$	(130,793)

In October 2021, the Company received notice from the State of California that it had been awarded a California Competes Tax Credit (“CCTC”) of $14.8 million that is available to be offset against the Company’s California state income tax liability over the next several years. The credit is allocated in varying amounts over a five-year period based on the Company’s ability to meet certain milestones related to California employees hired, the annual wage of these employees, and the capital investments made by the Company in California. Once the annual milestones are met, a credit amount is awarded. However, a portion of the credit could be “clawed back” if the milestones are not continually met for each of the three following years. For the years ended December 31, 2024, 2023, and 2022, it was determined that the Company had met the relevant annual milestones for the CCTC and as a result, the Company recorded a credit of $2.3 million, $4.8 million, and $4.0 million, respectively, which, for the 2023 and 2022 tax years, resulted in an income tax benefit and a reduction to the Company’s California state income tax payable. Of the total CCTC recorded, $4.5 million is carried forward to future tax years.

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 on 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 48C Credit is not eligible for direct pay (i.e., it is nonrefundable); however, it is transferable to an unrelated taxpayer at a negotiated rate.

As of December 31, 2024, the Company had placed into service certified projects and recognized a $27.8 million 48C Credit, of which $22.0 million was recorded to “Income taxes receivable” within the Company’s Consolidated Balance Sheets, representing the amount the Company expects to carry back to prior year tax liabilities. The Company recognized a deferred tax asset of $5.8 million representing the amount of credit carried forward to future tax years. The deferred tax asset is recorded directly to the deferred investment tax credit rather than through income tax expense. The current and noncurrent portions of the

48C Credit recognized are included in “Other current liabilities” and “Deferred investment tax credit,” respectively, within the Company’s Consolidated Balance Sheets. The $27.8 million will be recognized as a reduction to income tax expense on a straight-line basis over the estimated useful life of the associated long-lived assets.

During 2024, the Company recognized a deferred tax asset of $15.9 million and deferred tax liability of $4.0 million related to the Capped Call Options and the Debt Exchange, respectively. The net amount of $11.9 million was recorded directly to “Additional paid-in capital” within the Company’s Consolidated Balance Sheets rather than through income tax expense.

As of December 31, 2024 and 2023, the Company had net operating loss (“NOL”) carryforwards for federal income tax purposes of $316.1 million and $119.6 million, respectively, and $60.4 million and zero, respectively, for state income tax purposes. The federal NOL may be carried forward indefinitely. Of the total state NOL, $60.1 million will expire in 2044, if unused, and $0.3 million may be carried forward indefinitely. As of December 31, 2024, the Company also had tax credit carryforwards of $12.5 million, of which $4.5 million and $5.8 million will begin to expire in 2029 and 2044, respectively, if unused, and $2.2 million may be carried forward indefinitely. As of December 31, 2024, the Company considered the positive and negative evidence to determine the need for a valuation allowance to offset its deferred tax assets and has concluded that it is more likely than not that, with the exception of certain deferred tax assets related to California Alternative Minimum Tax credits, its deferred tax assets will be realized through future taxable temporary differences, principally resulting from the deferred tax liability recorded from the acquisition of Secure Natural Resources LLC in the 2020 tax year.

The Company has evaluated its tax positions for the years ended December 31, 2024, 2023 and 2022, and determined that there were no uncertain tax positions requiring recognition in the Consolidated Financial Statements. The tax years from 2021 onward remain open to examination by the taxing jurisdictions to which the Company is subject.

In August 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 for tax years beginning after December 31, 2022. Specifically, the Section 45X Advanced Manufacturing Production Credit (the “45X Credit”) provides a credit equal to 10% of eligible “production costs incurred” with respect to the production and sale of critical minerals, including NdPr oxide. For more information on the 45X Credit, see Note 15, “Government Grants.”

NOTE 13—COMMITMENTS AND CONTINGENCIES

Litigation: The Company may become party to lawsuits, administrative proceedings, and government investigations, including environmental, regulatory, construction, and other matters, in the ordinary course of business. Large, and sometimes unspecified, damages or penalties may be sought in some matters, and certain matters may require years to resolve. Other than the matter described below, the Company is not aware of any pending or threatened litigation that it believes would have a material adverse effect on its Consolidated Financial Statements.

The Company is currently in a dispute with a general contractor for a construction project, which is scheduled to go to binding arbitration. The Company disputes that it owes any monies (and believes it has a valid claim against the contractor) in connection with this construction project. The Company is unable to estimate a range of loss, if any, at this time. If an unfavorable outcome were to occur in the binding arbitration, it is possible that the impact could be material to the Company’s Consolidated Financial Statements in the period in which any such outcome becomes probable and reasonably estimable.

401(k) Plan: The Company maintains a qualified defined contribution retirement plan under the provisions of Section 401(k) of the Internal Revenue Code, which covers all eligible employees (the “MP 401(k) Plan”). Under the MP 401(k) Plan, eligible employees may contribute up to 90% of their annual compensation, subject to the Internal Revenue Service annual contribution limits. The Company makes a discretionary matching contribution, where applicable, of 100% of employees’ elective salary deferrals, up to a maximum of 4% of eligible employee compensation. For the years ended December 31, 2024, 2023, and 2022, the Company recognized contribution expense of $3.1 million, $2.0 million, and $0.9 million, respectively.

NOTE 14—REVENUE RECOGNITION

The following table disaggregates the Company’s revenue from contracts with customers by segment and by type of good sold, which are transferred to customers at a point in time:

						For the year ended December 31,
(in thousands)						2024						2023						2022
Materials Segment
Rare earth concentrate						$	144,363					$	252,468					$	517,267
NdPr oxide and metal						57,762						695						—
Other revenue						1,730						282						10,243
Total revenue						$	203,855					$	253,445					$	527,510

Rare earth concentrate revenue is primarily generated from sales to Shenghe under the amended and restated offtake agreement for sales between January 2022 and February 2022, the 2022 Offtake Agreement for sales between March 2022 to December 2023, or the 2024 Offtake Agreement starting in January 2024 (as such terms are defined in Note 19, “Related-Party Transactions”). The sales price of rare earth concentrate sold to Shenghe under the applicable agreements is based on a preliminary market price per MT and estimated exchange rate between the Chinese yuan and the U.S. dollar, with an adjustment for the ultimate market price of the product realized by Shenghe upon sales to their customers, including the impact of changes in the exchange rate between the Chinese yuan and the U.S. dollar.

NdPr oxide and metal revenue was generated from sales made primarily under the Company’s distribution agreement with Sumitomo Corporation of Americas.

Other revenue was generated primarily from sales of other refined products, including lanthanum and cerium. Additionally, other revenue for the year ended December 31, 2022, included sales to Shenghe of certain stockpiles of rare earth fluoride.

Contract Balances: Pursuant to the long-term agreement with GM, GM prepaid to the Company $50.0 million in April 2024 and an additional $50.0 million in December 2024 for magnetic precursor products. As of December 31, 2024, the Company had not yet satisfied any performance obligations, which pertain to the production of NdPr metal, related to the prepayments received from GM.

As of December 31, 2024, the Company classified $56.9 million of the $100.0 million prepayment as current deferred revenue and the remaining $43.1 million as non-current deferred revenue in its Consolidated Balance Sheets based on the Company’s expectation of when the performance obligations will be satisfied. The Company currently estimates that the performance obligations associated with the current deferred revenue will be satisfied within 12 months after December 31, 2024, and between approximately 13 months and 21 months after the same date for the non-current deferred revenue. The Company’s estimate of when the performance obligations will be satisfied and revenue will be recognized is dependent upon the timing of the production ramp of NdPr metal at the Independence Facility. There were no other deferred revenue balances as of both December 31, 2024 and 2023.

NOTE 15—GOVERNMENT GRANTS

Asset-Based Grants: In November 2020, the Company was awarded a Defense Production Act Title III technology investment agreement (“TIA”) from the Department of Defense (“DOD”) to establish domestic processing for separated light rare earth elements (this “Project”) in the amount of $9.6 million. Pursuant to the terms of the TIA, the Company was required to utilize the funds to acquire property and equipment that contribute to the mission of this Project. Furthermore, in exchange for these funds, the Company is required to provide the DOD with periodic reporting specific to this Project for up to approximately five years.

During the years ended December 31, 2024 and 2022, the Company received $0.1 million, which was the final reimbursement expected under the TIA, and $5.1 million, respectively, in reimbursements from the DOD. The funds received reduced the carrying amount of certain fixed assets associated with the Company’s Stage II optimization project, which were included in machinery and equipment as of December 31, 2024. There were no reimbursements received for the year ended December 31, 2023.

In February 2022, the Company was awarded a $35.0 million contract by the DOD’s Office of Industrial Base Analysis and Sustainment program to design and build a facility to process heavy rare earth elements (“HREE”) at Mountain Pass (the

“HREE Facility”) (the “HREE Production Project Agreement”). The Company must utilize the funds to acquire property and equipment that will contribute to commercial-scale production of separated HREE at Mountain Pass. The Company will be paid fixed amounts upon the completion of certain project milestones. In exchange for these funds, the DOD will have certain rights to technical data following the completion of the project. The funds received pursuant to the HREE Production Project Agreement reduce the carrying amount of the fixed assets associated with the HREE Facility. During the year ended December 31, 2023, the Company received $2.8 million from the DOD under the HREE Production Project Agreement, which reduced the carrying amount of assets under construction. No such funds were received from the DOD during the year ended December 31, 2024.

Income-Based Grants: As mentioned in Note 12, “Income Taxes,” in August 2022, the U.S. government enacted the Inflation Reduction Act of 2022, which, among other things, promotes clean energy adoption by providing several tax incentives for the domestic production and sale of eligible components for tax years beginning after December 31, 2022. Specifically, the 45X Credit provides a credit equal to 10% of eligible “production costs incurred” with respect to the production and sale of critical minerals, including NdPr oxide. In October 2024, the Internal Revenue Service released final regulations on the 45X Credit which, among other things, added direct and indirect materials costs, including costs related to the extraction or acquisition of raw materials, to the definition of “production costs incurred,” which were previously excluded from the definition under the proposed regulations released in December 2023. The impact of the new guidance, including a cumulative adjustment to reflect the inclusion of direct and indirect costs on previous sales, was accounted for in the fourth quarter of 2024.

For corporate taxpayers, the 45X Credit is eligible for the direct pay election, which allows a refund of the credit in excess of tax liability. The Company made this election on its 2023 tax return, and such election is binding, unless revoked, for five years (i.e., through 2027). Accordingly, the Company determined that the 45X Credit is not within the scope of ASC 740, and instead, should be accounted for as an income-based grant. As such, during the period that the 45X Credit is refundable, the Company will recognize such credit as a reduction to various operating expenses, as presented in the table below, depending on the location of the corresponding expense, in the period the critical mineral is sold to a customer.

As of December 31, 2024, the government grant receivable balance related primarily to cost of sales for tax purposes of critical minerals, specifically NdPr oxide and metal (of which, NdPr oxide is a constituent element), in 2024, which the Company estimates it will claim on its 2024 federal tax return. The government grant receivable balance as of December 31, 2023, and the deferred government grant balance as of December 31, 2024 and 2023, related primarily to the inclusion of tax depreciation on assets that support production of critical minerals, including the Company’s Stage II circuits that were placed into service during 2023 and qualify for bonus tax depreciation treatment. The deferred government grant associated with tax depreciation in 2023 will be recognized as a reduction of depreciation expense on a straight-line basis over the remaining estimated useful life of the underlying long-lived assets, which is approximately 11 years. During the third quarter of 2024, the Company received $19.4 million related to the 45X Credit claimed on its 2023 federal tax return. The current portion of deferred government grant, which is included in “Other current liabilities,” was $2.0 million and $1.7 million as of December 31, 2024 and 2023, respectively.

The benefits (reduction of expenses) recognized in the Company’s Consolidated Statements of Operations pertaining to the 45X Credit were recorded as follows:

			For the year ended December 31,
(in thousands)			2024						2023						2022
Cost of sales (excluding depreciation, depletion and amortization) (including related party)			$	12,199					$	42					$	—
Selling, general and administrative			$	2,757					$	—					$	—
Depreciation, depletion and amortization			$	1,916					$	141					$	—

NOTE 16—STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION

Common Stock and Preferred Stock

The Company’s certificate of incorporation authorizes it to issue up to 500,000,000 shares, consisting of (i) 450,000,000 shares of common stock and (ii) 50,000,000 shares of preferred stock, each with a par value of $0.0001 per share.

Treasury Stock

In March 2024, the Company’s Board of Directors approved a share repurchase program (the “Program”) effective for one year under which the Company became authorized to repurchase up to an aggregate amount of $300.0 million of the

Company’s outstanding common stock. In August 2024, the Company’s Board of Directors approved a $300.0 million increase to the Program, bringing the total authorized amount to $600.0 million. The Program was also extended and is effective until August 30, 2026. The authorization does not require the purchase of any minimum number of shares.

During the year ended December 31, 2024, the Company repurchased 15.2 million shares of its common stock at an aggregate cost of $225.1 million. Of the number of shares repurchased during the year ended December 31, 2024, 12.3 million were repurchased in March 2024 contemporaneous with the 2030 Notes offering using $191.6 million of the net proceeds from such offering. The shares repurchased in connection with the 2030 Notes offering were privately negotiated transactions with or through one of the initial purchasers of the 2030 Notes or its affiliate at a price of $15.53 per share, which was equal to the closing price per share of common stock on the date of such transactions.

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

Capped Call Options

In March 2024, in connection with the offering of the 2030 Notes, the Company entered into the Capped Call Options with the Counterparties, which cover, subject to anti-dilution adjustments substantially similar to those in the 2030 Notes, 34.4 million shares of the Company’s common stock, the same number of shares that initially underlie the 2030 Notes. The Capped Call Options meet the criteria for classification as equity and, as such, are not remeasured each reporting period. During the first quarter of 2024, the Company paid $65.3 million for the Capped Call Options, which was recorded as a reduction to “Additional paid-in capital” within the Company’s Consolidated Balance Sheets along with the offsetting associated deferred tax impact of $15.9 million. See Note 10, “Debt Obligations,” for additional information.

Stock-Based Compensation

2020 Incentive Plan: In November 2020, the Company’s stockholders approved the MP Materials Corp. 2020 Stock Incentive Plan (the “2020 Incentive Plan”), which permits the Company to issue stock options (incentive and/or non-qualified); stock appreciation rights (“SARs”); restricted stock, restricted stock units (“RSUs”) and other stock awards (collectively, the “Stock Awards”); and performance awards, which vest contingent upon the attainment of either or a combination of market- or performance-based goals. As of December 31, 2024, the Company has not issued any stock options or SARs.

Pursuant to the 2020 Incentive Plan, 9,653,671 shares of common stock were initially available for issuance. The number of shares of common stock available under the 2020 Incentive Plan may be increased annually on the first day of each calendar year, beginning with the year ended December 31, 2021, and continuing until (and including) the year ending December 31, 2030, with such annual increase equal to the lesser of (i) 2% of the number of shares of stock issued and outstanding on December 31st of the immediately preceding fiscal year and (ii) an amount determined by the Board of Directors. The number of shares of common stock that remain available for future grants under the 2020 Incentive Plan shall be reduced by the sum of the aggregate number of shares of common stock that become subject to outstanding options, outstanding free-standing SARs, outstanding Stock Awards, and outstanding performance awards denominated in shares of common stock, other than substitute awards. As of December 31, 2024, there were 5,622,557 shares available for future grants under the 2020 Incentive Plan.

Market-Based PSUs: In February 2023, pursuant to the 2020 Incentive Plan, the Compensation Committee of the Company’s Board of Directors adopted a performance share plan (the “2023 Performance Share Plan”), pursuant to which, for the year ended December 31, 2023, the Company granted 62,709 of market-based performance stock units (“PSUs”) at target. Additionally, in January 2024, pursuant to the 2020 Incentive Plan, the Compensation Committee of the Company’s Board of Directors adopted another performance share plan (the “2024 Performance Share Plan”), pursuant to which, for the year ended December 31, 2024, the Company granted 177,766 of market-based PSUs.

All PSUs granted cliff vest after a requisite performance and service period of three years. The PSUs have the potential to be earned at between 0% and 200% of the number of awards granted depending on the level of growth of the Company’s total shareholder return (“TSR”) as compared to the TSR of the S&P 400 Index and the S&P 400 Materials Group over the performance period. The fair value of the market-based PSUs was determined using a Monte Carlo simulation technique.

The following table contains information on the Company’s performance awards:

			Number of Shares						Weighted-Average Grant Date Fair Value
Nonvested as of January 1, 2024			62,709						$	50.40
Granted			177,766						$	26.09
Vested			—						$	—
Forfeited			—						$	—
Nonvested as of December 31, 2024			240,475						$	32.43

As of December 31, 2024, the unamortized compensation cost not yet recognized related to performance awards totaled $4.1 million and the weighted-average period over which the costs are expected to be recognized was 1.7 years.

Stock Awards: The Company granted 737,835, 805,322 and 382,742 RSUs to employees during the years ended December 31, 2024, 2023, and 2022, respectively, which, with the exception of 130,956, 67,700 and 36,461 RSUs granted during the years ended December 31, 2024, 2023 and 2022, respectively, that vested immediately, vest ratably in equal installments over the requisite service period of 4 years.

Additionally, the Company granted 71,148, 48,177 and 23,975 RSUs to non-employee directors during the years ended December 31, 2024, 2023, and 2022, respectively, of which, 15,252, 10,691 and 6,881 vested immediately into tax-deferred stock units (“DSUs”) during the years ended December 31, 2024, 2023 and 2022, respectively. The remaining RSUs granted vest into DSUs upon the earlier of one year after the grant date and the next annual stockholder meeting. The DSUs are settled as shares of common stock of the Company upon the earlier of (i) June 15th of the fifth year after grant, (ii) a change in control of the Company, or (iii) the director’s separation from the Board, unless the director elects to defer settlement until retirement.

The grant date fair value of the Company’s Stock Awards is based on the closing stock price of the Company’s shares of common stock on the date of grant. The weighted-average grant date fair value of Stock Awards granted during the years ended December 31, 2024, 2023, and 2022 was $16.27, $24.13 and $38.52, respectively.

The following table contains information on the Company’s Stock Awards:

			Number of Shares						Weighted-Average Grant Date Fair Value
Nonvested as of January 1, 2024			2,175,721						$	26.06
Granted			808,983						$	16.27
Vested			(1,368,945)						$	21.99
Forfeited			(96,830)						$	23.18
Nonvested as of December 31, 2024			1,518,929						$	24.71

As of December 31, 2024, the unamortized compensation cost not yet recognized related to Stock Awards totaled $13.2 million and the weighted-average period over which the costs are expected to be recognized was 1.7 years. The total fair value of Stock Awards that vested during the years ended December 31, 2024, 2023 and 2022, was $23.6 million, $20.7 million and $40.0 million, respectively.

The Company’s stock-based compensation and related income tax benefit were recorded as follows:

			For the year ended December 31,
(in thousands)			2024						2023						2022
Cost of sales (excluding depreciation, depletion and amortization)(including related party)			$	3,311					$	3,932					$	2,853
Selling, general and administrative			19,074						20,508						28,554
Start-up costs			381						723						119
Advanced projects and development			417						73						254
Total stock-based compensation expense			$	23,183					$	25,236					$	31,780
Stock-based compensation capitalized to property, plant and equipment, net			$	1,573					$	1,868					$	1,286
Income tax benefit for stock-based compensation arrangements			$	4,454					$	—					$	4,256

NOTE 17—FAIR VALUE MEASUREMENTS

ASC Topic 820, “Fair Value Measurement,” establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

			Level 1			Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
			Level 2			Quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, quoted prices or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability and model-based valuation techniques (e.g. the Black-Scholes model) for which all significant inputs are observable in active markets.
			Level 3			Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy. The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practicable to estimate. The fair value of the Company’s accounts receivable, accounts payable, and accrued liabilities approximates the carrying amounts because of the immediate or short-term maturity of these financial instruments.

Cash, Cash Equivalents and Restricted Cash

The Company’s cash, cash equivalents and restricted cash are classified within Level 1 of the fair value hierarchy. The carrying amounts reported in the Consolidated Balance Sheets approximate the fair value of cash, cash equivalents and restricted cash due to the short-term nature of these assets.

Short-term Investments

The fair value of the Company’s short-term investments, which are classified as available-for-sale securities, is estimated based on quoted prices in active markets and is classified as a Level 1 measurement.

Convertible Notes

The fair value of the Company’s Convertible Notes is estimated based on quoted prices in active markets and is classified as a Level 1 measurement.

Equipment Notes

The Company’s equipment notes are classified within Level 2 of the fair value hierarchy because there are inputs that are directly observable for substantially the full term of the liability. Model-based valuation techniques for which all significant

inputs are observable in active markets were used to calculate the fair values of liabilities classified within Level 2 of the fair value hierarchy.

Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The carrying amounts and estimated fair values by input level of the Company’s financial instruments were as follows:

			December 31, 2024
(in thousands)			Carrying Amount						Fair Value						Level 1						Level 2						Level 3
Financial assets:
Cash and cash equivalents			$	282,442					$	282,442					$	282,442					$	—					$	—
Short-term investments			$	568,426					$	568,426					$	568,426					$	—					$	—
Restricted cash			$	1,161					$	1,161					$	1,161					$	—					$	—
Financial liabilities:
2026 Notes			$	67,259					$	63,528					$	63,528					$	—					$	—
2030 Notes			$	841,470					$	902,395					$	902,395					$	—					$	—
Equipment notes			$	2,637					$	2,596					$	—					$	2,596					$	—

			December 31, 2023
(in thousands)			Carrying Amount						Fair Value						Level 1						Level 2						Level 3
Financial assets:
Cash and cash equivalents			$	263,351					$	263,351					$	263,351					$	—					$	—
Short-term investments			$	734,493					$	734,493					$	734,493					$	—					$	—
Restricted cash			$	1,637					$	1,637					$	1,637					$	—					$	—
Financial liabilities:
2026 Notes			$	681,980					$	619,496					$	619,496					$	—					$	—
Equipment notes			$	4,743					$	4,628					$	—					$	4,628					$	—

NOTE 18—EARNINGS (LOSS) PER SHARE

Basic earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period. Diluted earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method or the if-converted method, as applicable.

The following table reconciles the weighted-average common shares outstanding used in the calculation of basic earnings or loss per share to the weighted-average common shares outstanding used in the calculation of diluted earnings or loss per share:

			For the year ended December 31,
			2024						2023						2022
Weighted-average shares outstanding, basic			166,840,611						177,181,661						176,519,203
Assumed conversion of 2026 Notes			3,042,029						—						15,584,409
Assumed conversion of restricted stock			—						609,326						921,772
Assumed conversion of RSUs			—						361,225						427,703
Weighted-average shares outstanding, diluted			169,882,640						178,152,212						193,453,087

The following table presents unweighted potentially dilutive shares that were not included in the computation of diluted earnings or loss per share because to do so would have been antidilutive:

			For the year ended December 31,
			2024						2023						2022
2026 Notes			—						15,584,409						—
2030 Notes			39,683,215						—						—
RSUs			1,518,929						3,184						24,442
Total			41,202,144						15,587,593						24,442

The following table presents the calculation of basic and diluted earnings or loss per share for the Company’s common stock:

			For the year ended December 31,
(in thousands, except share and per share data)			2024						2023						2022
Calculation of basic earnings (loss) per share:
Net income (loss)			$	(65,424)					$	24,307					$	289,004
Weighted-average shares outstanding, basic			166,840,611						177,181,661						176,519,203
Basic earnings (loss) per share:			$	(0.39)					$	0.14					$	1.64
Calculation of diluted earnings (loss) per share:
Net income (loss)			$	(65,424)					$	24,307					$	289,004
Interest expense, net of tax(1):
2026 Notes(2)			743						—						4,441
Gain on early extinguishment of debt(1)(2)(3)			(32,426)						—						—
Diluted income (loss)			$	(97,107)					$	24,307					$	293,445
Weighted-average shares outstanding, diluted			169,882,640						178,152,212						193,453,087
Diluted earnings (loss) per share			$	(0.57)					$	0.14					$	1.52

(1)The years ended December 31, 2024 and 2022, were tax-effected at a rate of 29.9% and 15.3%, respectively.

(2)The 2026 Notes were antidilutive for the year ended December 31, 2023. Convertible debt becomes antidilutive whenever the combined impact of interest expense and any gains or losses recognized on actual settlements of convertible debt (net of tax) per common share obtainable upon conversion exceeds basic earnings or loss per share.

(3)For the reason described below, the 2026 Notes were not considered potentially dilutive for any period after the Company’s irrevocable election regarding settlement. As such, amount pertains only to the 2026 Notes that were repurchased in March 2024 (prior to the settlement election).

In connection with the issuance of the 2030 Notes in March 2024, the Company entered into Capped Call Options, which were not included for purposes of calculating the number of diluted shares outstanding, as their effect would have been anti-dilutive. The Capped Call Options are expected to partially offset the potential dilution to the Company’s common stock upon any conversion of the 2030 Notes. The Company has not exercised any of the Capped Call Options as of December 31, 2024.

As discussed in Note 10, “Debt Obligations,” in March 2024, the Company provided a written notice to the trustee and the holders of the 2026 Notes that it has irrevocably elected to fix the settlement method for all conversions that may occur subsequent to the election date, to a combination of cash and shares of the Company’s common stock with the specified dollar amount per $1,000 principal amount of the 2026 Notes of $1,000. As a result, subsequent to the election, only the amounts in excess of the principal amount are considered in diluted earnings or loss per share. The amount of the 2026 Notes settled in shares of common stock will have a dilutive impact on diluted earnings or loss per share when the average market price of the Company’s common stock for a given period exceeds the conversion price, which was initially approximately $44.28 per share of common stock.

NOTE 19—RELATED-PARTY TRANSACTIONS

Offtake Agreements: In March 2022, the Company entered into an offtake agreement (the “2022 Offtake Agreement”) with Shenghe Resources (Singapore) International Trading Pte. Ltd. (“Shenghe”), a majority-owned subsidiary of Leshan Shenghe Rare Earth Co., Ltd. whose ultimate parent is Shenghe Resources Holding Co., Ltd., a leading global rare earth company listed on the Shanghai Stock Exchange. The 2022 Offtake Agreement became effective upon the termination of the

amended and restated offtake agreement with Shenghe. The initial term of the 2022 Offtake Agreement was two years, with the option to extend the term at the Company’s discretion for an additional one-year period.

Pursuant to the 2022 Offtake Agreement, and subject to certain exclusions, Shenghe was obligated to purchase on a “take or pay” basis the rare earth concentrate produced by the Company as the exclusive distributor in China, with certain exceptions for the Company’s direct sales globally. In addition, at the discretion of the Company, Shenghe may be required to purchase on a “take or pay” basis certain non-concentrate rare earth products, although the Company may sell all non-concentrate rare earth products in its sole discretion to customers or end users in any jurisdiction. Under the 2022 Offtake Agreement, Shenghe was paid a variable commission on net proceeds to the Company. For a discussion on sales price, see Note 14, “Revenue Recognition.”

In January 2024, the Company entered into a new offtake agreement with Shenghe (the “2024 Offtake Agreement” and, together with the 2022 Offtake Agreement, the “Offtake Agreements”) that replaced and extended the 2022 Offtake Agreement. The initial term of the 2024 Offtake Agreement is two years, with the option for the Company to extend the term for an additional one-year period. The terms of the 2024 Offtake Agreement are substantially the same as those of the 2022 Offtake Agreement with the exception of the addition of NdPr metal into the definition of non-concentrate rare earth products.

Tolling Agreement with VREX Holdco: In October 2023, the Company entered into a tolling agreement with VREX Holdco (the “Tolling Agreement”), which has an initial term of three years with options to be renewed for additional three-year terms. Pursuant to the Tolling Agreement, the Company delivered NdPr oxide to VREX Holdco, which VREX Holdco then caused VREX to process into NdPr metal for delivery to the Company’s customers globally in exchange for a processing fee per unit of rare earth metal produced paid to VREX Holdco. The Company maintained title to the products and directly entered into sales agreements for the produced NdPr metal.

Revenue and Cost of Sales: The Company’s related-party revenue and cost of sales were as follows:

			For the year ended December 31,
(in thousands)			2024						2023						2022
Revenue:
Rare earth concentrate			$	143,586					$	242,516					$	487,006
NdPr oxide and metal			$	14,452					$	—					$	—
Other revenue(1)			$	—					$	—					$	9,740
Cost of sales (excluding depreciation, depletion and amortization)			$	109,549					$	89,260					$	88,681

(1)Represents sales agreements with Shenghe for non-concentrate products, including certain stockpiles of rare earth fluoride.

Purchases of Materials and Supplies: The Company purchases certain reagent products (generally produced by an unrelated third-party manufacturer) used in the flotation process as well as other materials from Shenghe in the ordinary course of business. Total purchases for the years ended December 31, 2024, 2023 and 2022, were $4.8 million, $8.3 million and $18.5 million, respectively.

Accounts Receivable: As of December 31, 2024 and 2023, $14.9 million and $9.2 million, respectively, of the accounts receivable as stated within the Company’s Consolidated Balance Sheets, were receivable from and pertained to sales made to Shenghe in the ordinary course of business.

Aircraft Lease and Time Sharing Agreement: On November 13, 2024, the Company 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 “Aircraft Lease”). The rent payable by the Company under the Aircraft Lease is $0.5 million per year.

In addition, on November 13, 2024, the Company entered into a time sharing agreement effective as of January 1, 2025, with Mr. Litinsky, pursuant to which he may lease the aircraft from the Company 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 flights as listed in the Time Sharing Agreement, but not to exceed the maximum amount permitted under the Federal Aviation Administration 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.

NOTE 20—SEGMENT REPORTING

Pursuant to ASC 280, operating segments are defined as components of an enterprise engaged in business activities from which it may recognize revenues and incur expenses, about which discrete financial information is available and evaluated regularly by the CODM, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer and Chief Operating Officer, collectively, have been identified as the Company’s CODM.

During the fourth quarter of 2024, the Company modified its segment structure largely as a result of initial production of magnetic precursor products. Beginning with the fourth quarter of 2024, the Company’s reportable segments, which are primarily based on the Company’s internal organizational structure and types of products, are its two operating segments—Materials and Magnetics (no operating segments have been aggregated). In conjunction with this change, prior period amounts have been recast to conform to this new segment reporting structure.

The Materials segment operates the Mountain Pass Rare Earth Mine and Processing Facility located near Mountain Pass, San Bernardino County, California, which produces refined rare earth products as well as rare earth concentrate and related products. The Materials segment primarily generates revenue from sales of rare earth concentrate, primarily sold for further distribution to a single, principal customer in China, and sales of NdPr oxide and metal, primarily sold to customers in Japan, South Korea, and broader Asia. Refer to the “Concentration of Risk” section in Note 2, “Significant Accounting Policies,” and Note 19, “Related-Party Transactions,” for information about the Company’s principal customer.

The Magnetics segment operates the Independence Facility located in Fort Worth, Texas, where the Company began production of magnetic precursor products in December 2024 and anticipates manufacturing 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 CODM uses Segment Adjusted EBITDA as management’s primary segment measure of profit or loss in assessing segment performance and deciding how to allocate the Company’s resources. This measure enables the CODM to evaluate operational efficiency and segment performance by comparing current results to historical data, while also monitoring variances between actual results and forecasts to inform decisions on capital, personnel and other resource allocations across segments. Segment Adjusted EBITDA is calculated as segment revenues less significant segment expenses, specifically, cost of sales (excluding depreciation, depletion and amortization and stock-based compensation expense) and selling, general and administrative expenses (excluding stock-based compensation expense), as well as certain other operating expenses (referred to as “other segment items”). Significant segment expenses and other segment items also exclude certain costs that are non-recurring, non-cash or are not related to the segments’ underlying business performance. A reconciliation of total Segment Adjusted EBITDA to consolidated income or loss before income taxes for the years ended December 31, 2024, 2023 and 2022, is included in the tables below.

Certain costs are incurred at the corporate level and are partially allocated to the Company’s segments. These costs generally include shared service functions such as legal, information technology, human resources, finance and accounting and supply chain. Each allocation is measured differently based on the specific facts and circumstances of the costs being allocated and is based on a combination of metrics deemed to best represent the expected benefit received by the operating segment. The remaining unallocated corporate costs, as well as costs related to executive compensation, investor relations and other corporate costs, are reported within Corporate expenses and other as a reconciling item to our consolidated results. Our allocation methodology is periodically evaluated and may change. The accounting policies for our operating segments are the same as those described in Note 2, “Significant Accounting Policies.”

As the Company’s CODM manages the Company’s assets on a consolidated basis, the CODM is not regularly provided asset information for the reportable segments. The Company does not have any material long-lived assets located outside of the U.S. For all of the periods presented below, (i) the Company’s revenues were derived from U.S.-domiciled operations, and (ii) the Company did not have any intersegment revenues.

The following tables present the Company’s reportable segment information:

			For the year ended December 31, 2024
(in thousands)			Materials						Magnetics						Total
Revenue from external customers			$	203,855					$	—					$	203,855
Total consolidated revenues															$	203,855
Significant segment expenses:
Cost of sales (excluding depreciation, depletion and amortization and stock-based compensation expense)(1)			188,894						—
Selling, general and administrative (excluding stock-based compensation expense)(2)			27,655						8,441
Other segment items(3)			1,454						3,783
Segment Adjusted EBITDA			$	(14,148)					$	(12,224)					(26,372)
Reconciling items to consolidated loss before income taxes
Corporate expenses and other(4)															(23,796)
Depreciation, depletion and amortization															(78,057)
Interest expense, net															(23,010)
Stock-based compensation expense															(23,183)
Initial start-up costs															(5,303)
Transaction-related and other costs															(8,367)
Accretion of asset retirement and environmental obligations															(929)
Loss on environmental obligation															(1,998)
Loss on disposals of long-lived assets, net															(1,421)
Gain on early extinguishment of debt															52,911
Other income, net															46,178
Loss before income taxes															$	(93,347)
Segment capital expenditures			$	106,677					$	79,741					$	186,418
Total capital expenditures for the year ended December 31, 2024															$	186,418

(1)The primary difference between this significant segment expense and “Cost of sales (excluding depreciation, depletion and amortization) (including related party)” within the Company’s Consolidated Statements of Operations relates to stock-based compensation, which as disclosed in Note 16, “Stockholders’ Equity and Stock-Based Compensation,” was $3.3 million for the year ended December 31, 2024. Other differences are the result of excluding certain other costs because they are non-recurring, non-cash or are not related to the segments’ underlying business performance.

(2)The primary differences between this significant segment expense and “Selling, general and administrative” within the Company’s Consolidated Statements of Operations relates to stock-based compensation and unallocated corporate costs, which are included in Corporate expenses and other in the table above. As disclosed in Note 16, “Stockholders’ Equity and Stock-Based Compensation,” the total stock-based compensation expense included in “Selling, general and administrative” within the Company’s Consolidated Statements of Operations for the year ended December 31, 2024, was $19.1 million. Other differences are the result of excluding certain other costs because they are non-recurring, non-cash or are not related to the segments’ underlying business performance.

(3)Principally relates to expenses included in “Advanced projects and development” within the Company’s Consolidated Statements of Operations.

(4)Corporate expenses and other represents costs incurred at the corporate level that are not allocated to the operating segments, specifically relating to executive compensation, investor relations, other corporate costs, and unallocated shared service functions such as legal, information technology, human resources, finance and accounting and supply chain. “Corporate expenses and other” is included in the table above to reconcile the total of Segment Adjusted EBITDA to the Company’s consolidated loss before income taxes.

			For the year ended December 31, 2023
(in thousands)			Materials						Magnetics						Total
Revenue from external customers			$	253,445					$	—					$	253,445
Total consolidated revenues															$	253,445
Significant segment expenses:
Cost of sales (excluding depreciation, depletion and amortization and stock-based compensation expense)(1)			88,656						—
Selling, general and administrative (excluding stock-based compensation expense)(2)			32,164						3,925
Other segment items(3)			2,233						2,597
Segment Adjusted EBITDA			$	130,392					$	(6,522)					123,870
Reconciling items to consolidated income before income taxes
Corporate expenses and other(4)															(21,368)
Depreciation, depletion and amortization															(55,709)
Interest expense, net															(5,254)
Stock-based compensation expense															(25,236)
Initial start-up costs															(20,607)
Transaction-related and other costs															(11,435)
Accretion of asset retirement and environmental obligations															(908)
Loss on disposals of long-lived assets, net															(6,326)
Other income, net															56,048
Income before income taxes															$	33,075
Segment capital expenditures			$	164,287					$	95,463					$	259,750
Other capital expenditures(5)															2,147
Total capital expenditures for the year ended December 31, 2023															$	261,897

(1)The primary difference between this significant segment expense and “Cost of sales (excluding depreciation, depletion and amortization) (including related party)” within the Company’s Consolidated Statements of Operations relates to stock-based compensation, which as disclosed in Note 16, “Stockholders’ Equity and Stock-Based Compensation,” was $3.9 million for the year ended December 31, 2023. Other differences are the result of excluding certain other costs because they are non-recurring, non-cash or are not related to the segments’ underlying business performance.

(2)The primary differences between this significant segment expense and “Selling, general and administrative” within the Company’s Consolidated Statements of Operations relates to stock-based compensation and unallocated corporate costs, which are included in “Corporate expenses and other” in the table above. As disclosed in Note 16, “Stockholders’ Equity and Stock-Based Compensation,” the total stock-based compensation expense included in “Selling, general and administrative” within the Company’s Consolidated Statements of Operations for the year ended December 31, 2023, was $20.5 million. Other differences are the result of excluding certain other costs because they are non-recurring, non-cash or are not related to the segments’ underlying business performance.

(3)Principally relates to expenses included in “Advanced projects and development” within the Company’s Consolidated Statements of Operations.

(4)Corporate expenses and other represents costs incurred at the corporate level that are not allocated to the operating segments, specifically relating to executive compensation, investor relations, other corporate costs, and unallocated shared service functions such as legal, information technology, human resources, finance and accounting and supply chain. “Corporate expenses and other” is included in the table above to reconcile the total of Segment Adjusted EBITDA to the Company’s consolidated income before income taxes.

(5)Includes amounts not allocated to the reportable segments (primarily related to corporate).

			For the year ended December 31, 2022
(in thousands)			Materials						Magnetics						Total
Revenue from external customers			$	527,510					$	—					$	527,510
Total consolidated revenues															$	527,510
Significant segment expenses:
Cost of sales (excluding depreciation, depletion and amortization and stock-based compensation expense)(1)			89,100						—
Selling, general and administrative (excluding stock-based compensation expense)(2)			29,039						1,645
Other segment items(3)			1,598						1,039
Segment Adjusted EBITDA			$	407,773					$	(2,684)					405,089
Reconciling items to consolidated income before income taxes
Corporate expenses and other(4)															(16,458)
Depreciation, depletion and amortization															(18,356)
Interest expense, net															(5,786)
Stock-based compensation expense															(31,780)
Initial start-up costs															(7,432)
Transaction-related and other costs															(1,784)
Accretion of asset retirement and environmental obligations															(1,477)
Loss on disposals of long-lived assets, net															(391)
Other income, net															19,527
Income before income taxes															$	341,152
Segment capital expenditures			$	255,829					$	69,297					$	325,126
Other capital expenditures(5)															1,469
Total capital expenditures for the year ended December 31, 2022															$	326,595

(1)The primary difference between this significant segment expense and “Cost of sales (excluding depreciation, depletion and amortization) (including related party)” within the Company’s Consolidated Statements of Operations relates to stock-based compensation, which as disclosed in Note 16, “Stockholders’ Equity and Stock-Based Compensation,” was $2.9 million for the year ended December 31, 2022. Other differences are the result of excluding certain other costs because they are non-recurring, non-cash or are not related to the segments’ underlying business performance.

(2)The primary differences between this significant segment expense and “Selling, general and administrative” within the Company’s Consolidated Statements of Operations relates to stock-based compensation and unallocated corporate costs, which are included in “Corporate expenses and other” in the table above. As disclosed in Note 16, “Stockholders’ Equity and Stock-Based Compensation,” the total stock-based compensation expense included in “Selling, general and administrative” within the Company’s Consolidated Statements of Operations for the year ended December 31, 2022, was $28.6 million. Other differences are the result of excluding certain other costs because they are non-recurring, non-cash or are not related to the segments’ underlying business performance.

(3)Principally relates to expenses included in “Advanced projects and development” within the Company’s Consolidated Statements of Operations.

(4)Corporate expenses and other represents costs incurred at the corporate level that are not allocated to the operating segments, specifically relating to executive compensation, investor relations, other corporate costs, and unallocated shared service functions such as legal, information technology, human resources, finance and accounting and supply chain. “Corporate expenses and other” is included in the table above to reconcile the total of Segment Adjusted EBITDA to the Company’s consolidated income before income taxes.

(5)Includes amounts not allocated to the reportable segments (primarily related to corporate).

NOTE 21—SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information and non-cash investing and financing activities were as follows:

			For the year ended December 31,
(in thousands)			2024						2023						2022
Supplemental cash flow information:
Cash paid for interest			$	12,127					$	2,059					$	2,096
Cash payments related to income taxes, net - federal(1)			$	—					$	22,170					$	3,939
Cash payments (refunds) related to income taxes, net - state			$	870					$	(2,065)					$	14,921
Change in construction payables and accrued construction costs			$	(16,692)					$	18,086					$	34,569
Supplemental non-cash investing and financing activities:
Common stock issued to acquire intangible asset			$	—					$	8,963					$	—
Common stock issued in exchange for financial advisory services			$	3,737					$	—					$	—
Operating right-of-use assets obtained in exchange for lease liabilities			$	36					$	7,690					$	168
Finance right-of-use assets obtained in exchange for lease liabilities			$	647					$	371					$	42
Excise tax obligation related to repurchases of common stock			$	1,979					$	—					$	—
Revenue recognized in exchange for debt principal reduction			$	—					$	—					$	13,566
Increase (decrease) in estimates of asset retirement costs			$	1,289					$	—					$	(10,395)
2026 Notes retired in Debt Exchange			$	142,301					$	—					$	—
2030 Notes issued in Debt Exchange			$	115,293					$	—					$	—

(1)The year ended December 31, 2024, excludes the receipt of $19.4 million related to the 45X Credit claimed on the Company’s 2023 federal tax return, as the 45X Credit is not within the scope of ASC 740. See Note 15, “Government Grants,” for additional information.