A Dark Vector Cognition product

Item 9B. OTHER INFORMATION

3K characters. Original on sec.gov ·

Item 9B. OTHER INFORMATION

Trading Arrangements

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

On December 16, 2024, the James Henry Litinsky Revocable Trust u/a/d October 19, 2011, of which James H. Litinsky, the Company’s founder, Chairman of the Board and Chief Executive Officer, is a trustee, adopted a Rule 10b5-1 trading

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

On December 12, 2024, Ryan Corbett, the Company’s Chief Financial Officer, terminated a Rule 10b5-1 trading arrangement, which Mr. Corbett had entered into on February 26, 2024. On December 13, 2024, Mr. Corbett adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 75,000 shares of the Company’s common stock, subject to certain conditions, from March 14, 2025, through December 31, 2025.

Lease and Time Sharing Agreement

On November 13, 2024, MP Materials Corp. entered into an aircraft operating lease agreement effective as of January 1, 2025, with an entity affiliated with James H. Litinsky, the Company’s Chairman and Chief Executive Officer, providing for the lease of an aircraft (the “Lease”). The rent payable by MP Materials Corp. under the Aircraft Lease is $0.5 million per year.

In addition, on November 13, 2024, MP Materials Corp. entered into a time sharing agreement effective as of January 1, 2025, with Mr. Litinsky pursuant to which he may lease the aircraft from MP Materials Corp. for limited personal use (“Time Sharing Agreement”). For flights taken under the Time Sharing Agreement, Mr. Litinsky will pay for the actual expenses of such flight as listed in the Time Sharing Agreement, but not to exceed the maximum amount permitted under the FAA rules.

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

The above descriptions of the Lease and the Time Sharing Agreement are qualified in their entity by reference to those agreements, which are filed as Exhibits 10.22 and 10.23, respectively, to this Annual Report.

Previous: Item 9A. CONTROLS AND PROCEDURES · Next: Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS