MP Materials (MP) 10-K risk factor changes: FY2025 vs FY2024

See* *[“Cautionary Note Regarding Forward-Looking [removed: Statements”](#iadaf5f13b1c64f46a9f722e1c17671e4_13)*] [added: Statements”](#i876fda1395634b2193065cf7a0446f66_10)*] *above.*

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

[removed: - Our] [added: *•*Our] continued growth depends on our ability to reach anticipated production rates for the separation of REE as part of [removed: the Stage II project] [added: midstream operations] at Mountain Pass, our only rare earth mining and processing facility.

[removed: - We] [added: *•*We] may not be able to adequately protect our intellectual property rights.

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

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

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

[removed: - Outbreaks,] [added: *•*Outbreaks,] epidemics or pandemics could have an adverse effect on our business.

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

[removed: *•*The] [added: - The] conditional conversion features of our Convertible Notes (as defined in [removed: [Note](#iadaf5f13b1c64f46a9f722e1c17671e4_202)] [added: [Note](#i876fda1395634b2193065cf7a0446f66_208)] 10[, “Debt [removed: Obligations](#iadaf5f13b1c64f46a9f722e1c17671e4_202)”] [added: Obligations](#i876fda1395634b2193065cf7a0446f66_208)”] in the notes to the Consolidated Financial Statements), if triggered, may adversely affect our financial condition and operating results.

[added: However, while this DoW commitment provides a meaningful measure of certainty with respect to our medium- and longer-term NdPr-related cash flows, our business and financial results remain susceptible to the fluctuations in the demand for, and the realized prices of,] REE and magnet [removed: material prices] [added: materials, which] may fluctuate and are affected by numerous factors beyond our control such as interest rates, exchange rates, taxes, inflation or deflation, [added: changes in tariffs or trade restrictions,] fluctuation in the relative value of the U.S. dollar against foreign currencies on the world market, shipping and other transportation and logistics costs, global and regional supply and demand for rare earth minerals and products, potential industry trends, such as competitor consolidation or other integration methodologies, and the political and economic conditions of countries that produce and procure REE and magnet materials.

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

Our strategy is to produce REE and magnet products that are used in critical existing and emerging technologies, such as [removed: hybrid] [added: xEVs, advanced electronics, aerospace] and [removed: electric vehicles, wind turbines,] [added: defense systems, energy products,] robotics, [removed: medical equipment, military equipment] and [added: many] other high-growth, advanced [added: technologies.]

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

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

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

Significant political, trade, or regulatory developments in the jurisdictions in which we sell our products, [removed: such as those stemming from the change] [added: including changes] in [added: tariff policies by the] U.S. [removed: federal] administration, [added: export controls, or other trade restrictions,] are difficult to predict and may have a material adverse effect on us.

For example, [removed: during] the [removed: prior Trump administration,] [added: current U.S. administration has] increased tariffs [removed: were implemented] on goods imported into the U.S., particularly from China, Canada, and Mexico.

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

Our ability to reach anticipated production rates as part of our [removed: Stage II project] [added: midstream operations] at Mountain Pass, the completion [added: and expansion] of Independence, [added: the construction of the 10X Facility,] as well as the execution of other capital projects such as the HREE Facility, [added: chlor-alkali facility, and development of recycling capabilities at Mountain Pass,] all require the commitment of [removed: substantial resources and capital expenditures.]

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

Our continued growth depends on our ability to reach anticipated production rates for the separation of REE as part of [removed: the Stage II project] [added: midstream operations] at Mountain Pass, our only rare earth mining and processing facility.

There is a risk that we may infringe, or may be accused of infringing, the proprietary rights of third parties under patents and pending patent applications belonging to third parties that may exist in the U.S. and elsewhere in the world that relate to our [added: rare earth products and processes, including our production of magnets at Independence and the 10X Facility.]

Defending ourselves against third-party claims would be costly and time consuming and would divert [removed: management’s] [added: employees’] attention from our business, which could lead to delays in our [removed: Stage III] downstream expansion.

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

Our ability to fulfill [removed: the] [added: our] obligations under [removed: our] [added: these] long-term [removed: agreement with GM] [added: agreements] to supply [removed: them with] [added: magnets and] magnet materials [added: to the DoW, Apple and GM, as examples, as well as any other future customers,] is subject to a number of risks and contingencies.

We are [removed: building] [added: currently continuing to ramp] the [added: production and sales of magnetic precursor products and commissioning our magnet manufacturing capabilities at our Independence Facility, the] first [removed: scaled] [added: scaled, fully integrated] rare earth magnet manufacturing facility in the U.S. in several decades.

[removed: While we are relying on] [added: Despite benefiting from] a number of experienced engineers and other third parties in the design, engineering and construction of the Independence [added: Facility and the 10X] Facility, we [removed: are making] [added: will be required to make] a number of judgments and assumptions on process design, equipment selection and design, and plant operations, that may or may not prove to be correct.

Design, engineering or construction delays may impair our ability to perform under our long-term [removed: supply agreement] [added: agreements] with [removed: GM.][added: the DoW, Apple, GM, and others, as well as those made with any other future customers.]

There can be no assurance that such [added: resources,] equipment and materials will be procured on time or not be delayed due to [added: both the finite time and resources of our management and employees to assess and respond to these increased demands, and to] circumstances beyond our control.

Further, we need to hire a sufficient number of engineers, operators and other professionals to successfully design and operate the Independence [added: Facility and the 10X] Facility.

There can be no assurance that we successfully produce magnet materials at the volumes and quality necessary to meet the requirements under our long-term supply [removed: agreement] [added: agreements] with [removed: GM.][added: the DoW, Apple, GM, and other customers.]

In the event [removed: that] we are not able to mitigate these risks [removed: and] [added: or] fail to comply with the terms of the [removed: agreement] [added: DoW Transaction Agreements, particularly the DoW Offtake Agreement, and in particular, our supply agreements] with [added: Apple and] GM, [removed: this could have a] [added: we may experience] material adverse [removed: effect] [added: effects] on our financial position and results of operations.

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

[added: The extent to which an outbreak, epidemic or pandemic will impact our operations, our business and the economy is highly uncertain and will] also depend on future developments that cannot be predicted, including new information which may emerge concerning the severity of the disease, the duration and spread of the outbreak, including the spread of variants, the scope of travel restrictions imposed, mandatory or voluntary business closures, the impact on businesses and financial and capital markets, and the extent and effectiveness of actions taken throughout the world to contain the virus or treat its impact, including the effectiveness and [removed: availability of vaccines.]

A power outage or shortage at Mountain Pass [added: or Independence] could temporarily delay [removed: mining] [added: mining, processing,] and [removed: processing] [added: manufacturing] operations and increase costs, which may materially adversely impact our business.

Our facilities at Mountain Pass are currently powered by a natural [removed: gas-powered] [added: gas-fired] combined heat and power (“CHP”) plant that produces electricity and steam and eliminates reliance on the regional electric power grid.

While we believe that the CHP plant will provide sufficient electricity and steam to operate our [added: existing] facilities at Mountain Pass, there can be no assurance that there will not be intermittent interruptions in the ability to produce electricity and [removed: steam.][added: steam, including due to equipment failure, maintenance issues or interruptions in the supply of natural gas.]

Instability in electrical supply could cause sporadic outages or [removed: brownouts.][added: brownouts at Mountain Pass and the Independence Facility.]

Further, supply chains reliant on sea vessels, [removed: train,] [added: trains,] and/or [removed: truck] [added: trucks] may subject us to transportation delays in obtaining these chemical reagents.

- There can be no assurances that the funding of and support for the transactions contemplated by the DoW Transaction Agreements will not be modified, challenged or impaired in the future, which would have a material adverse effect on our business, results of operations and financial position.

- The DoW Transaction Agreements contain affirmative and negative covenants that may restrict our ability, and the ability of our subsidiaries, to take actions management believes are important to our long-term strategy and could have a material adverse effect on our business, prospects, financial condition, or results of operations.

- The financial, tax and accounting treatment of the DoW Transactions contemplated by the DoW Transaction Agreements involved significant judgment and may change.

- We are subject to a number of operational risks of our business, including power outages or shortages at Mountain Pass or Independence; increasing costs or limited access to raw materials; disruptions in transportation or other

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- Our Credit Agreement (as defined in [Note](#i876fda1395634b2193065cf7a0446f66_208) 10[, “Debt Obligations](#i876fda1395634b2193065cf7a0446f66_208)” in the notes to the Consolidated Financial Statements) contains certain restrictive covenants, and if we are unable to comply with these covenants, then the lenders could declare an event of default wherein we may need to immediately repay the amounts due under the Credit Agreement.

The Company’s arrangements with the DoW are intended to significantly mitigate the risks of commodity price fluctuations associated with NdPr on our results of operations.

In particular, the Company entered into the Price Protection Agreement, which provides a price floor of $110 per kilogram (“kg”) for NdPr products stockpiled, sold to internal affiliates, or sold to third parties.

If market prices fall below this threshold, the Company will receive a quarterly payment from the DoW to offset the shortfall.

Conversely, once the 10X Facility reaches full production capacity, if the price of NdPr exceeds the threshold, the Company will remit a portion of the upside to the DoW, equal to 30% of the NdPr sales price in excess of $110 per kg.

This arrangement allows the Company to sell NdPr at a more stable price, with limited exposure to price declines while retaining upside exposure.

This moderates the Company’s exposure to the fluctuations in the NdPr commodity market which the Company has experienced in recent years.

However, strong REE prices also create economic pressure to identify or create

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There can be no assurances that the funding of and support for the transactions contemplated by the DoW Transaction Agreements will not be modified, challenged or impaired in the future, which would have a material adverse effect on our business, results of operations and financial position.

In July 2025, following the execution of the DoW Transaction Agreements, we satisfied all of the initial conditions required thereunder, including the receipt by the Company of the proceeds from the sale of the Series A Preferred Stock.

We have received assurances from the DoW that it has, pursuant to Title III of the Defense Production Act (“DPA”), 50 U.S.C. § 4531 et seq., as well as other authorities, all requisite authority to enter into the DoW Transaction Agreements and to consummate its obligations thereunder, including with respect to appropriation of the funds used to purchase the Series A Preferred Stock and to fund the Samarium Project Loan.

However, given the unconventional use of DPA Title III authority, the need for the DoW to secure additional funds in the future in order to meet its obligations in these DoW Transaction Agreements, as well as the heightened sensitivity and complexity of contracting with a government entity, particularly in a high profile industry implicating national security, there can be no assurances that the authorization of and continued support for the DoW Transactions will not be modified, challenged or impaired in the future, which could have a material adverse effect on our business, results of operations and financial position and the price of our common stock.

We believe there are multiple factors that may contribute to this uncertainty, including, but not limited to, the current and future interpretation of the DPA or other laws, and enactment of future federal and international laws, regulations, administrative actions and rulings, and interpretations and changes to interpretations thereof, whether by a court or within the legislative or executive branches of the federal government; our ability to comply with any conditions or other requirements imposed by such laws, regulations, actions and rulings, and changes thereto; a determination by the legislative, judicial, or executive branches of the federal government that any aspect of DoW Transaction Agreements was unauthorized, void, or voidable; future changes in federal administration and related executive and legislative priorities; the continued availability of Congressional appropriations and DoW funding; geopolitical developments; and the legal and strategic challenges associated with enforcing the obligations of and seeking performance from a government counterparty, especially in conjunction with the unique defenses and remedies available to the federal government.

Furthermore, while the DoW is contractually bound under the DoW Transaction Agreements, no other agency, office or branch of the federal government has made any assurances or has any obligations under the DoW Transaction Agreements to actively support, accede to or refrain from challenging, investigating or otherwise impeding the commitments and obligations of the parties to the DoW Transaction Agreements, whether now or in the future.

The DoW Transactions may also be challenged by other third parties and are subject to the risk of litigation, both the cost and result of which could materially adversely affect our business, prospects, financial condition and results of operations.

The DoW Transaction Agreements require the Company to make substantial investments in and commitments to specific aspects of our business, namely the expansion of our midstream separation capabilities and development of our 10X Facility.

Furthermore, under the terms of the DoW Offtake Agreement, we anticipate that the DoW may become our largest customer of magnets and that the obligations of the DoW under the Price Protection Agreement and DoW Offtake Agreement may represent a significant source of our revenue.

As such, we may be heavily reliant upon the continued availability of funding provided by the DoW (including its ability to secure sufficient funding from the legislative branch), as well as the DoW’s long-term pricing and offtake commitments in planning our operations and formulating our strategic plan.

If, for any reason, contractually agreed to (but currently unavailable) funding is not timely appropriated by the legislative branch or otherwise becomes unavailable, reduced, restricted, or delayed, we may need to seek alternate financing arrangements, and there can be no assurance that we would be able to secure replacement financing on acceptable terms, at favorable pricing, in a timely manner or at all.

If we are not successful in generating alternate financing from operations or in equity or debt capital raising transactions, we may need to reduce our costs, which measures could include selling or consolidating certain operations or assets, and delaying, canceling or scaling back our development projects.

Further, historically, market prices for rare earth metals and their downstream products have been subject to a high degree of volatility.

If the DoW were to fail to meet its obligations with respect to its pricing and offtake commitments, or to be delayed in doing so, our products may not be cost-optimized to compete in the market, and our profitability may be materially adversely impacted if we choose to offer our products at a reduced price.

Additionally, because many of our products may be designed to satisfy DoW specifications and requirements, our products may not find customers in the commercial marketplace, and our profitability may be materially adversely impacted if we are unable to identify alternative sales channels.

Failure by either or both of the Company and the DoW to perform its obligations under the Price Protection Agreement and the DoW Offtake Agreement would have a material adverse impact on our business, prospects, results of operations and financial position, and may result in increased volatility in and an adverse effect on the price of our common stock.

Our operations are subject to extensive regulatory requirements enforced in part by the federal government.

If government regulations are interpreted or enforced in a manner adverse to us, we may be subject to enforcement actions, penalties,

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exclusion, and other material limitations on our operations.

Any change in our relationship with the federal government could impair our ability to operate our existing business and pursue our strategic plans.

Furthermore, many of the potential opportunities presented by our strategic relationship with the DoW cannot be replaced, including the government’s unique position to assist and facilitate our sourcing of heavy rare earth feedstock and securing necessary environmental permits and approvals, and with respect to the designation with the highest priority DX Rating under the Defense Priorities and Allocations System of our contracts relating to the DoW Transactions.

In the event of any termination or frustration of the DoW Transaction Agreements, in full or in part, we may have limited recourse and remedies available against the DoW and the federal government.

The DoW Transaction Agreements also subject the Company to various laws, regulations, and other policies and considerations that may constrain the Company’s future business or otherwise have a material adverse impact on future financial results.

The Company may be subject to heightened scrutiny of our business activities with both government and non-government customers, government audits, investigations, congressional scrutiny, inquiries about conflicts of interest, civil or criminal enforcement by the Department of Justice (including actions under the False Claims Act), exclusion or limitation on future government-funded opportunities, suspension, debarment, and other administrative remedies.

Any failure by the DoW to perform its obligations under the DoW Transaction Agreements could exacerbate the other risks described in this section, including risks related to commodity price volatility, liquidity, regulatory compliance and our ability to execute our strategic plans.

- An increase in the global supply of rare earth products, dumping, predatory pricing and other tactics designed to inhibit our further downstream integration by our competitors may materially adversely affect our profitability.

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

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

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

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

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

Ltd. (“VREX Holdco”).

Our financial results may be significantly adversely affected by declines in our realized prices for REE and magnet materials.

For example, as a result of the decrease in the market price of NdPr oxide in 2024, our NdPr Realized Price per KG (as defined in [Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations](#iadaf5f13b1c64f46a9f722e1c17671e4_109)) decreased from $70 for the year ended December 31, 2023, to $51 for the year ended December 31, 2024, which negatively impacted our results of operations and cash flows.

A prolonged or significant economic contraction in the U.S., China, or worldwide could put downward pressure on market prices of REE and magnet materials.

Protracted periods of low prices for REE and magnet materials could significantly reduce revenues and the availability of required development funds in the future.

This could cause substantial reductions to, or a suspension of, REO production operations, impair asset values and reduce our proven and probable REO reserves.

motion technologies.

An increase in the global supply of rare earth products, dumping, predatory pricing and other tactics designed to inhibit our further downstream integration by our competitors may materially adversely affect our profitability.

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

China accounts for the significant majority of global separated REO production and also dominates the manufacture of metals and NdFeB magnets from rare earths, capabilities that are not currently present at scale in the U.S. Over the past few years, there has been significant restructuring of the Chinese rare earth production industry, further centralizing control over production by state-owned enterprises.

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

Any increase in the amount of rare earth products exported from other nations and increased competition may result in price reductions, reduced margins or loss of potential market share, any of which could materially adversely affect our profitability.

As a result of these factors, we may not be able to compete effectively against current and future competitors.

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

China Rare Earth Group has enhanced pricing power of key rare earths, such as dysprosium and terbium, which has brought changes to the global rare earth supply chain.

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

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

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

In January 2024, the Company entered into the 2024 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.

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

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

We do not control the amount and timing of resources that Shenghe will dedicate to their sales efforts.

Therefore, any decline or delay in Shenghe’s sales efforts could reduce sales prices or sales volumes, which could have an adverse impact on our results of operations.

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

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

Because the vast majority of our rare earth concentrate product is currently sold to Shenghe under the 2024 Offtake Agreement for further processing by third-party customers in China, the possibility of adverse changes in trade or political relations with China, political instability in China, increases in labor or shipping costs, subsidies to related industries, the occurrence of prolonged adverse weather conditions or a natural disaster such as an earthquake or typhoon, or an outbreak of a global pandemic disease could severely interfere with the sale and/or shipment of our products and would have a material adverse effect on our operations.

Our sales may be adversely affected by the current and future political environment in China and the policies of the China Central Government.

China’s government has exercised and continues to exercise substantial control over many sectors of the Chinese economy through regulation and state ownership.

Our ability to sell products to customers in China or obtain materials from suppliers in China may be adversely affected by changes in Chinese laws and regulations, including those relating to taxation, import and export tariffs and regulations, raw materials, environmental regulations, land use rights, property and other matters.

The U.S. Government has instituted substantial changes to foreign trade policy with China and has assessed punitive tariffs on many categories of Chinese goods.

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

China has retaliated with increased tariffs on U.S. goods.

*You should read the following discussion and analysis of our financial condition and results of operations together with our Consolidated Financial Statements and related notes appearing elsewhere in this annual report on Form 10-K for the year ended December 31, [removed: 2024] [added: 2025] (this “Annual Report”).

A discussion of changes in our consolidated [added: and segment] results of operations [removed: and] [added: and/or] cash flows between years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] has been omitted from this Annual Report, but may be found in* *[“Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, Comparison of the Years Ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,”](https://www.sec.gov/Archives/edgar/data/1801368/000180136824000014/mp-20231231.htm#id60391492cf54e72a8c63cc5405338ef_91)*] [added: 2022,”](https://www.sec.gov/Archives/edgar/data/1801368/000180136825000009/mp-20241231.htm#iadaf5f13b1c64f46a9f722e1c17671e4_109)*] *of our annual report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] filed with the U.S. Securities and Exchange Commission on February 28, [removed: 2024.][added: 2025.]

Risk [removed: Factors”](#iadaf5f13b1c64f46a9f722e1c17671e4_64)*] [added: Factors”](#i876fda1395634b2193065cf7a0446f66_58)*] *and elsewhere in this Annual Report.

See also* *[“Cautionary Note Regarding Forward-Looking [removed: Statements.”](#iadaf5f13b1c64f46a9f722e1c17671e4_13)*][added: Statements.”](#i876fda1395634b2193065cf7a0446f66_10)*]

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

[removed: We are also developing] [added: Additionally, we own and operate] a rare earth metal, alloy and magnet manufacturing facility in Fort Worth, Texas (“Independence” or the “Independence Facility”).

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

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

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

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

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

Highlights from the year ended December 31, [removed: 2024,] [added: 2025,] include:

- Commenced [removed: production] [added: sales] of magnetic precursor products [added: and manufacturing of magnets] at [removed: Independence in December 2024;][added: Independence;]

- Received [removed: a total of $100.0] [added: the final $50.0] million [removed: in customer prepayments] [added: prepayment] for magnetic precursor products pursuant to the long-term supply agreement with [removed: GM;][added: General Motors Company (NYSE: GM) (“GM”); and]

- Achieved record [removed: rare earth oxide (“REO”)] [added: production volumes of both REO] in concentrate [removed: production volume;][added: and NdPr oxide at Mountain Pass;]

- [removed: Maintained] [added: Continued to maintain] a strong balance sheet with cash, cash equivalents and short-term investments totaling [removed: $850.9 million] [added: $1.8 billion] as of December 31, [removed: 2024,] [added: 2025,] after incurring capital expenditures to advance [removed: construction] [added: the completion] of the Independence Facility, as well as various projects at Mountain Pass, including the HREE [removed: Facility.][added: Facility (as defined in [Note](#i876fda1395634b2193065cf7a0446f66_226) 17[, “Government Grants,”](#i876fda1395634b2193065cf7a0446f66_226) in the notes to the Consolidated Financial Statements), recycling facilities, and the chlor-alkali facilities.]

[removed: Although we] [added: We] continue to expect that it may take [removed: several] [added: many] quarters to achieve our designed throughput of [removed: separated products, we remain confident in our ability to achieve it in the future.][added: NdPr oxide.]

[removed: In addition, we recently] [added: We also] began trial production of automotive-grade, sintered [removed: neodymium-iron-boron (“NdFeB”)] [added: NdFeB] magnets at our new product introduction (“NPI”) facility within [removed: Independence.][added: Independence and recently commenced manufacturing NdFeB magnets on the industrial scale equipment.]

[removed: 2024] [added: *DoW] Offtake [removed: Agreement][added: Agreement*]

See [removed: [Note](#iadaf5f13b1c64f46a9f722e1c17671e4_235) 19[, “Related-Party Transactions,”](#iadaf5f13b1c64f46a9f722e1c17671e4_235)] [added: [Note](#i876fda1395634b2193065cf7a0446f66_223) 16[, “Revenue Recognition,](#i876fda1395634b2193065cf7a0446f66_223)[”](#i876fda1395634b2193065cf7a0446f66_223)] in the notes to the Consolidated Financial Statements for additional [removed: discussion of the Offtake Agreements.][added: details.]

See [removed: [N](#iadaf5f13b1c64f46a9f722e1c17671e4_211)[ote](#iadaf5f13b1c64f46a9f722e1c17671e4_211) 12[, “Income Taxes,”](#iadaf5f13b1c64f46a9f722e1c17671e4_211)] [added: [Note](#i876fda1395634b2193065cf7a0446f66_190) 5[, “Inventories,”](#i876fda1395634b2193065cf7a0446f66_190)] in the notes to the Consolidated Financial Statements for [removed: additional] [added: more] information.

We believe we are uniquely positioned to capitalize on the trends of electrification and supply chain security, particularly as domestic [removed: xEV production and domestic] industrial supply chain initiatives [removed: grow.][added: advance.]

The [removed: key demand] drivers for REE [added: demand] are a diverse array of growing end markets, including electric mobility; [added: physical AI;] industrial, consumer and professional service robotics; renewable power generation; energy-efficient motors, pumps, and compressors; consumer and medical applications; critical defense systems; and catalysts and phosphors.

Maximizing Upstream [removed: (“Stage I”)] and Midstream [removed: (“Stage II”)] Production Efficiency

These results were achieved by optimizing the reagent scheme, [removed: reducing] [added: adjusting] process temperatures, improving tailings facility management, and committing to operational [removed: excellence, which allowed us to achieve record production levels in 2024.][added: excellence.]

Our [removed: Stage I optimization plan] [added: initiative to optimize upstream operations] has enabled us to [removed: achieve] [added: attain] what we believe to be world-class production cost levels for rare earth concentrate.

In November 2023, we announced our “Upstream 60K” strategy whereby we intend to grow our annual REO Production Volume to approximately 60,000 MTs [removed: by expanding upstream capacity] via investments in further [removed: beneficiation, including the ability to process alternative feedstocks] [added: beneficiation capacity] and [removed: upgrade] [added: through better usage of] lower-grade [removed: feedstocks.][added: ore and other underutilized parts of the Mountain Pass ore body.]

The [removed: Stage II] optimization [removed: project] [added: of our refining capabilities] incorporated upgrades and enhancements to the prior facility process flow to produce separated REE at a lower cost while minimizing our impact on the environment.

Our [added: upstream] production achievements [removed: in Stage I] have provided economies of scale to lower production costs per MT of REO produced in concentrate.

Furthermore, [removed: we designed] our [removed: Stage II] [added: midstream] process flow [added: was designed] to capitalize on the inherent advantages of the bastnaesite ore at Mountain Pass, which is well-suited to low-cost refining by selectively eliminating the need to carry cerium, a lower-value element, through the separations process.

Additionally, our location and integration offer cost and transportation advantages that create [removed: meaningful] efficiencies in production, security of incoming supplies and shipping of our final products.

During the second half of 2023, we began producing separated rare earth [removed: products.][added: products, including NdPr oxide, which represents a majority of the value contained in our concentrate.]

Until such [removed: time,] [added: time that] we [added: achieve our designed throughputs of separated products, including HREE, we] may experience unstable operations and elevated costs of our initial production of [removed: separated] [added: such] products.

We currently generate our revenue [added: primarily] from our Materials segment, which operates a single site in a single location, and any stoppage in activity, including for reasons outside of our control, could adversely impact our production, results of operations and cash flows.

Development of Our Downstream Manufacturing [removed: Capabilities (“Stage III”)][added: Capabilities]

We are [removed: completing] [added: in] the [removed: installation] [added: final stages] of [added: commissioning magnet manufacturing] equipment at Independence and continue to develop engineering and manufacturing technology to process NdPr [added: oxide and] metal into [removed: magnets, while incorporating magnet recycling capabilities.][added: NdFeB magnets.]

These initiatives [removed: support] [added: are central to] our long-term [removed: plans] [added: strategy] to become a leading global [removed: source for] [added: supplier of] rare earth magnets.

[removed: Further,] [added: Additionally, in 2025,] we [removed: introduced] [added: added strip casting] capabilities to produce [removed: neodymium-praseodymium-iron-boron] [added: NdFeB] alloy flake, a key precursor product that is utilized as the material feedstock for magnet manufacturing.

[removed: In the near-term, we] [added: We] expect to [removed: generate revenue from the sale of] [added: continue selling] magnetic precursor products ahead of [added: fully] commissioning [removed: of] our magnet manufacturing capabilities, which [removed: are targeted to enter service at the end of] [added: commissioning began in late] 2025.

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.

The Materials segment historically generated the majority of its revenue from sales of rare earth concentrate primarily to a distributor that, in turn, typically sold that product to refiners in China.

The Magnetics segment represents our downstream magnet manufacturing and related operations, which currently consist of the Independence Facility, a fully integrated metal, alloy, and magnet manufacturing plant.

The Magnetics segment began generating revenue from sales of magnetic precursor products to a single customer in the U.S. in the first quarter of 2025 and commenced the manufacturing of neodymium-iron-boron (“NdFeB”) permanent magnets in December 2025.

- Entered into a transformational public-private partnership with the U.S. Department of War (“DoW”) to accelerate the build-out of an end-to-end U.S. rare earth magnet supply chain and reduce foreign dependency, which consisted of a comprehensive, long-term package of commitments from the DoW, including pricing support and a long-term offtake agreement;

- Completed a public offering of 13.6 million shares at $53.35 per share and received net proceeds of $724.2 million;

- Entered into a long-term supply agreement with Apple Inc. (NASDAQ: AAPL) (“Apple”), for magnet production at Independence and the development and installation of scaled recycling capabilities at Mountain Pass, whereby Apple agreed to make prepayments in the aggregate amount of $200.0 million for the purchase of magnets;

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Our Materials segment delivered strong operational performance in 2025, with our upstream concentrate operations continuing to deliver record production levels and making significant progress toward our Upstream 60K target.

Although throughput of separated products remained below design capacity, we saw substantial improvements throughout the year, producing a record 2,599 metric tons (“MTs”) of NdPr oxide, an increase of 101% when compared to prior year.

To align with the DoW Transaction Agreements and our strategic domestic supply chain objectives, we ceased all products sales to China in July 2025.

While this strategic decision resulted in a 21% year-over-year revenue decline for the Materials segment, the reduction was tempered by higher NdPr oxide and metal revenues, driven by higher volumes and realized prices, as well as income we recognized from the price protection agreement with the DoW during the fourth quarter of 2025.

As a result, the Materials segment achieved positive Segment Adjusted EBITDA.

Our Magnetics segment entered a new phase of growth in 2025, generating $66.9 million in revenue, marking its first year of substantial operating and financial results.

Commissioning at Independence advanced rapidly, and our partnership with Apple, along with the start of NdFeB permanent magnet manufacturing in late 2025, accelerated the development of our U.S. magnetics platform.

Public-Private Partnership with U.S. Department of War

On July 9, 2025, we entered into definitive agreements with the DoW, formerly known as the Department of Defense, (collectively, the “DoW Transaction Agreements”) establishing a transformational public-private partnership with the DoW to accelerate the build-out of an end-to-end U.S. rare earth magnet supply chain and reduce foreign dependency (the “DoW Transactions”).

As part of the DoW Transactions, we agreed to use reasonable best efforts to (i) construct a second domestic magnet manufacturing facility (the “10X Facility”), which will produce sintered NdFeB permanent magnets, (ii) extend heavy rare earth elements (“HREE”) refining capability at Mountain Pass to include the separation of samarium oxide, (iii) recommission the chlor-alkali facilities at Mountain Pass and (iv) expand capacity at the Independence Facility to a projected 3,000 MTs of magnets annually.

We also agreed to use up to $600 million of our existing cash to fund these projects.

Additionally, the DoW Transactions consist of a comprehensive, long-term package of commitments from the DoW, including pricing support, a long-term offtake agreement and certain financing arrangements.

Key terms include the following:

*Pricing & Supply Commitments*

*Price Protection Agreement*

The NdPr price floor protection agreement with the DoW (the “Price Protection Agreement” or “PPA”) establishes a price floor for our NdPr products (e.g., concentrate, oxide and metal) (collectively, “NdPr Products”), commencing on October 1, 2025, and continuing for approximately ten years through December 31, 2035.

Throughout the PPA’s term, we will have the right to receive cash from, or the obligation to deliver cash to, the DoW based on (i) our designation of NdPr Products produced and/or sold (the “NdPr Designation”) and (ii) the Benchmark Quarterly Average Volume Weighted Price (as defined in the PPA).

At the conclusion of each quarter, we may elect, at our option, any of the following NdPr Designations (without duplication):

- “Stockpile” represents produced, but not yet sold NdPr Product,

- “Affiliate sales” represents internally sold NdPr Product, such as sales from the Materials segment to the Magnetics segment, or

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- “Third party sales” represents externally sold NdPr Product.

On a quarterly basis, the DoW will pay us an amount per kilogram (“kg”) equivalent of NdPr Products equal to the shortfall between $110 and the Benchmark Quarterly Average Volume Weighted Price.

Once the 10X Facility reaches full production capacity (the “Production Milestone Date”), and the Benchmark Quarterly Average Volume Weighted Price exceeds $110, we will pay the DoW 30% of the amount by which the Benchmark Quarterly Average Volume Weighted Price exceeds $110.

We entered into a magnet offtake agreement with the DoW (the “DoW Offtake Agreement”), pursuant to which we will sell to the DoW the entire amount of magnets produced at the 10X Facility; provided, however, that at the DoW’s request, or at our request and with the DoW’s consent, we may sell up to 100% of magnet production to other third party customers.

The DoW will acquire the magnets at a price equal to their production costs (as defined in the DoW Offtake Agreement), plus the guaranteed EBITDA discussed below.

The DoW Offtake Agreement’s term will continue through 10 years from the date at which the 10X Facility begins operations and is capable of producing any quantity of magnets (the “Commercial Operation Date”).

In accordance with the DoW Offtake Agreement, the DoW guaranteed that the 10X Facility will generate at least $140 million of EBITDA (as defined in the DoW Offtake Agreement) on an annual basis after the Production Milestone Date, adjusted annually in each calendar year following 2025 for inflation at a rate equal to 2% (the “Threshold EBITDA Amount”).

Between the Commercial Operation Date and the Production Milestone Date, we are entitled to a proportion of the Threshold EBITDA Amount based on demonstrated capacity levels.

The DoW will make quarterly payments to us in an amount equal to 25% of the Threshold EBITDA Amount, subject to annual true-up.

Commencing on the Production Milestone Date, if we sell magnets to third-party customers, the DoW will be entitled to receive for each calendar year (i) the first $30 million of EBITDA attributable to the 10X Facility that exceeds the Threshold EBITDA Amount (the “Initial Excess Amount”) and thereafter (ii) 50% of the EBITDA attributable to the 10X Facility that exceeds the Initial Excess Amount.

Under the DoW Offtake Agreement, before the Commercial Operation Date, we are entitled to receive reimbursement from the DoW for certain incremental costs incurred by us in connection with engineering, development and start-up of the 10X Facility and for designing magnets to the DoW’s specifications (to the extent such costs are not capitalizable as 10X Facility construction costs), with such payments being capped at $30 million in any calendar year.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The terms of the 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.

Section 48C Qualifying Advanced Energy Project Tax Credit

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

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

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

NdPr Supply Agreement

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

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

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

Accordingly, the demand for our products may be impacted by demand for these downstream products, particularly the continued growth in xEVs.

Despite the current macroeconomic conditions, we continue to believe that we benefit from the growth of the rare earth market, particularly the market for NdPr and permanent magnets, and from several demand tailwinds for REE.

These include the trend toward electrification; geographic supply chain diversification, particularly in relation to China; the U.S. government initiatives to restore domestic supply of critical minerals; and the increasing requirement for environmentally-conscious production methods.

On the other hand, changes in technology could also reduce the use of REE, including NdPr, in the components in which they are now used, or lead to a decline in reliance on such components altogether.

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

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

Actual, or perceived, decreases in demand for REE, whether through changes in technology or slower growth in the end markets that utilize REE, could result in a decline in the market price of REE, including NdPr, and/or result in pricing volatility.

We also operate in a competitive industry.

Many of our key competitors are based in China, where competitors may not be subject to the same rigorous environmental standards or may receive disproportionate government subsidies, and production costs are typically lower than in the U.S.

Following the implementation of our Stage I optimization plan, we have achieved at least 40,000 metric tons (“MTs”) of annual REO Production Volume since 2021.

We aim to achieve this initiative within the next three years with modest incremental capital investment.

Stage II advanced our operations from the production of rare earth concentrate to the separation of individual REE.

We continue to expect that it may take many quarters to achieve our designed throughput of separated products.

As we increase production of separated products over time, we expect to improve our per-unit production costs of NdPr oxide, which represents a majority of the value contained in our concentrate.

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

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

For example, we [removed: negotiate monthly] [added: have historically negotiated quarterly] U.S. dollar [removed: REO] prices with [removed: Shenghe,] [added: our customers,] which [removed: are] [added: were] based in part on the exchange rate between the U.S. dollar and the Chinese Yuan.

[removed: Geopolitical] [added: This exchange rate has been impacted by geopolitical] tensions between the U.S. and [removed: China] [added: China, which has and] may lead to increased [removed: tariffs,] [added: tariffs in the future,] preferences for local producers, some of which may be government-supported, changes in taxing regimes or other trade barriers.

[removed: However,] [added: Additionally,] as we expand internationally, we become further exposed to foreign currency risk by entering new markets with additional foreign currencies.

The Capped Call Options are expected generally to reduce the potential dilution to our common stock upon any conversion of the [added: portion of the] 2030 [removed: Notes.][added: Notes issued in March 2024.]

We had cash, cash equivalents and short-term investments totaling [removed: $850.9] [added: $1,830.3] million as of December 31, [removed: 2024,] [added: 2025,] of which [removed: $849.0] [added: $1,813.8] million was invested in money market funds, U.S. Treasury and agency securities, commercial paper and certificates of deposit.

Our cash, cash equivalents and short-term investments are held for working capital and general corporate [removed: purposes.][added: purposes, including our planned development projects.]

As of December 31, [removed: 2024,] [added: 2025,] a hypothetical increase of [removed: 100-basis] [added: 100 basis] points in interest rates would not have a material impact on the value of our cash equivalents or short-term investments in our Consolidated Financial Statements.

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NdPr.

The Company’s arrangements with the DoW are expected to significantly mitigate the risks of commodity price fluctuations associated with NdPr on our results of operations.

Among the transactions with the DoW, the Company entered into the Price Protection Agreement, which provides a price floor of $110 per kg for NdPr Products stockpiled, sold to internal affiliates, or sold to third parties.

If market prices fall below this threshold, the Company will receive a quarterly payment from the DoW to offset the shortfall.

Conversely, once the 10X Facility reaches full production capacity, if the price of NdPr exceeds the threshold, the Company will remit a portion of the upside to the DoW, equal to 30% of the NdPr sales price in excess of $110 per kg.

This arrangement allows the Company to sell NdPr at a more stable price, with limited exposure to price declines while retaining upside exposure.

This moderates the Company’s exposure to the fluctuations in the NdPr commodity market which the Company has experienced in recent years.

Additionally, the DoW agreed to purchase the entire quantity of magnets produced at the 10X Facility, which, upon completion, we expect will utilize as an input a substantial portion of the NdPr we produce.

While this DoW commitment provides a meaningful measure of certainty with respect to our medium- and longer-term NdPr-related cash flows, our business remains susceptible to the fluctuations and uncertainties described above, particularly with respect to the volume of demand for our NdPr products prior to the completion of the 10X Facility when the DoW offtake commitment begins.

Thereafter, our business will still remain susceptible to demand fluctuations for amounts other than those used in committed arrangements in our Magnetics segment (including both Independence and the 10X Facility).

Additionally, we continue to produce other rare earth products, which is required by the DoW Transaction Agreements to include samarium, which will remain and be subject to market pricing.

Our partnership with the DoW, including with respect to the Price Protection Agreement for our NdPr products and purchase commitment of 10X Facility-produced magnets, should help to further mitigate our exposure to this volatility and risk over time, as we anticipate receiving substantial cash flows in U.S. dollars.

We are in the process of evaluating the continuing need for the negotiation of Yuan-specific protections given this and other recent developments in our business and the market broadly.

However, our non-NdPr rare earth products, including samarium, as well as inputs used throughout our processes, remain exposed to market transactions denominated primarily in Chinese Yuan, as may the price of NdPr-based magnets and magnet products produced at our Independence Facility.

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

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

[removed: The] [added: In February 2022, the] Company [removed: is also developing a] [added: commenced construction of the Independence Facility, the first fully-integrated] rare earth metal, alloy and magnet manufacturing facility in [removed: Fort Worth, Texas (“Independence” or] the [removed: “Independence Facility”).][added: United States.]

The Materials segment [removed: operates] [added: represents the upstream and midstream operations of the Company, which primarily consist of] Mountain Pass, [removed: which produces] [added: a fully integrated mining and refining facility producing] refined rare earth oxides and related [removed: products as well as rare earth concentrate] products.

[removed: The Magnetics segment] [added: Additionally, the Company owns and] operates [added: a rare earth metal, alloy and magnet manufacturing facility in Fort Worth, Texas (“Independence” or] the [removed: Independence Facility,] [added: “Independence Facility”),] where the Company [removed: began production of] [added: produces and sells] magnetic precursor products [removed: in December 2024] and [removed: anticipates] [added: commenced the] manufacturing [added: of] neodymium-iron-boron (“NdFeB”) permanent magnets [removed: by the end of] [added: in December] 2025.

The [removed: Company expects that the] Magnetics segment [removed: will begin] [added: began] generating revenue from sales of magnetic precursor [removed: products, specifically NdPr metal,] [added: products] to [removed: a single customer] [added: General Motors Company (NYSE: GM) (“GM”)] in the U.S. in the first quarter of 2025.

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

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

REE are crucial enablers of modern technologies spanning transportation, electronics, [added: physical artificial intelligence (“AI”)] and robotics that have permeated modern society.

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

The aggregate global market for rare earth oxides (“REO”) totaled approximately [removed: 226,000] [added: 252,000] metric tons (“MTs”) in [removed: 2024] [added: 2025] and is expected to grow at a compound annual growth rate (“CAGR”) of approximately [removed: 5.9%] [added: 6.0%] through 2040, according to research by Adamas Intelligence Inc. (“Adamas”).

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

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

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

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

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

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

Upstream [removed: Operations - Stage I][added: Operations]

Following the acquisition of Mountain Pass in July 2017, the Company [removed: began implementing Stage I, which was designed to re-establish] [added: implemented an upstream operations optimization plan that established] stable and scaled production of rare earth concentrate by leveraging the site’s existing processing facilities.

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

[removed: The Company’s Stage I optimization plan enabled it to achieve what] [added: As a result,] the Company believes [removed: to be] [added: it has achieved] world-class production cost levels for rare earth concentrate.

In November 2023, the Company announced its “Upstream 60K” strategy whereby the Company intends to grow its annual REO Production Volume to approximately 60,000 MTs [removed: by expanding upstream capacity] via investments in further [added: beneficiation capability and through better usage of lower-grade ore and other underutilized parts of the Mountain Pass ore body.]

Midstream [removed: Operations - Stage II][added: Operations]

The [added: optimization] project incorporated upgrades and enhancements to the prior facility process flow [removed: intended] to [removed: reliably] produce separated REE at a [removed: low] [added: lower] cost while minimizing the impact on the environment.

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

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

[removed: The Company is currently advancing the facilitating works, engineering and procurement for] [added: Initially,] the HREE [removed: Facility, which] [added: Facility] is expected to [added: primarily] produce [removed: HREE] [added: terbium and dysprosium] products [removed: primarily] [added: principally] for use in the Magnetics segment.

Downstream Operations and Future [removed: Capabilities - Stage III][added: Capabilities]

[removed: Further,] [added: As discussed above, during 2024 and 2025,] the Company [added: commissioned its electrowinning capabilities to produce NdPr metal from NdPr oxide and] introduced capabilities to produce [removed: neodymium-praseodymium-iron-boron] [added: NdFeB] alloy flake, a key precursor product that is utilized as the material feedstock for magnet manufacturing.

More than [removed: 60] [added: 70] years of operations at Mountain Pass have demonstrated that the Company’s ore body is one of the world’s largest and highest-grade rare earth resources.

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

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

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

Furthermore, [removed: Stage II was] [added: midstream operations were] designed to enable the Company to continue to manage its cost structure for separating REE through an optimized facility process flow.

[removed: Despite] [added: While] the initial phase of NdPr oxide production [removed: leading to] [added: resulted in] elevated per-unit costs, the Company [added: has begun to realize cost improvements and] anticipates [removed: a decrease in] per-unit production costs [added: to decline further] over time as production volumes [removed: expand.][added: increase and operational efficiencies continue to improve.]

In addition, [removed: The] [added: the] Mountain Pass site includes a currently idle chlor-alkali facility that [removed: may be restarted in] the [removed: future] [added: Company has committed] to [added: recommissioning as part of its partnership with the DoW to] produce key raw materials used in separations.

At Independence, with GM as a foundational customer, the Company is [removed: pursuing] [added: furthering] vertical integration through [removed: further] downstream processing of REO into finished rare earth magnets and precursor [removed: products,] [added: products] and incorporating process waste and end-of-life magnet recycling.

[removed: As discussed above, in December] [added: In] 2024, the Company commissioned [removed: its] electrowinning [removed: capability] [added: capabilities at the Independence Facility] to produce NdPr metal from NdPr [removed: oxide] [added: oxide,] and [removed: introduced] [added: in 2025, the Company added strip casting] capabilities to produce [removed: neodymium-praseodymium-iron-boron] [added: NdFeB] alloy flake, a key precursor product that is utilized as the material feedstock for magnet manufacturing.

Throughout [removed: 2024,] [added: 2025,] the Company [removed: significantly advanced the organization’s] [added: made significant progress in advancing its] engineering and manufacturing technology capabilities and [removed: meaningfully added] [added: continued] to [added: meaningfully expand] its magnetics team of scientists, technicians, and engineers, [removed: with the team] [added: which] now [removed: comprised of over 100] [added: comprises more than 180] employees.

[removed: With the recent] [added: These] achievements at [removed: Independence, the Company has taken] [added: Independence represent] a significant [removed: step] [added: milestone] towards [removed: reestablishing] [added: re-establishing] a fully integrated, domestic supply chain for these critical components for the first time in decades.

[removed: MP Materials’ successes at Mountain Pass highlight] [added: The Company’s progress to date underscores] its ability to identify undervalued assets, execute disciplined strategies, and assemble skilled management.

[removed: The people of] MP [removed: Materials] [added: Materials’ employees] are the Company’s most valuable asset in fulfilling [removed: the Company’s] [added: its] mission.

The Materials segment generates revenue primarily from sales of neodymium-praseodymium (“NdPr”) oxide and metal, primarily sold to customers in Japan, South Korea, and broader Asia.

The Materials segment historically generated the majority of its revenue from sales of rare earth concentrate primarily to a distributor that, in turn, typically sold that product to refiners in China.

The Magnetics segment represents the downstream magnet manufacturing and related operations of the Company, which currently consist of the Independence Facility, a fully integrated metal, alloy, and magnet manufacturing plant.

On July 9, 2025, the Company entered into definitive agreements with the United States Department of War (the “DoW”), formerly known as the Department of Defense, (collectively, the “DoW Transaction Agreements”) establishing a transformational public-private partnership with the DoW to accelerate the build-out of an end-to-end U.S. rare earth magnet supply chain and reduce foreign dependency (the “DoW Transactions”).

This partnership is further described in [Note](#i876fda1395634b2193065cf7a0446f66_841) [](#i876fda1395634b2193065cf7a0446f66_841)3[, “Public-Private Partnership with U.S. Department of War,”](#i876fda1395634b2193065cf7a0446f66_841) in the notes to the Consolidated Financial Statements, which includes certain defined terms related to the DoW Transaction Agreements.

In connection with the DoW Transactions, the Company will expand its Independence Facility, construct a second domestic magnet manufacturing facility (the “10X Facility”) and extend its heavy rare earth elements (“HREE”) refining capability at Mountain Pass.

Additionally, as outlined in the DoW Offtake Agreement, the DoW has guaranteed that the 10X Facility will generate at least $140 million of EBITDA (as defined in the DoW Offtake Agreement, and subject to annual escalation) and has the right to purchase all of the magnets produced at the 10X Facility (which may instead be commercially syndicated).

Separately, the Company entered into an NdPr price floor protection agreement with the DoW (the “Price Protection Agreement” or “PPA”) for the Company’s NdPr products produced at Mountain Pass that are sold or produced and stockpiled starting in the fourth quarter of 2025.

[Table of Content](#i876fda1395634b2193065cf7a0446f66_7)[s](#i876fda1395634b2193065cf7a0446f66_7)

Manufacturing of magnets at the Independence Facility includes the following process steps: (i) electrowinning; (ii) strip casting; (iii) powder processing, (iv) pressing; (v) sintering; (vi) machining; and (vii) finishing.

Through its midstream operations, the Company produces NdPr oxide and other separated rare earth products, including cerium and lanthanum products, as well as SEG+, a mixed heavy rare earth product.

[Table of Content](#i876fda1395634b2193065cf7a0446f66_7)[s](#i876fda1395634b2193065cf7a0446f66_7)

The Company continues to optimize its upstream operations to improve mineral recovery and concentrate grade.

In 2023, the Company completed an optimization and recommissioning project and commenced midstream operations, which consist of the production of separated REE from the rare earth concentrate produced in the Company’s upstream operations, as well as from the separation of third-party feedstock, including recycled materials.

In February 2022, the Company was selected by the DoW Office of Industrial Base Analysis and Sustainment to design and build a facility for the processing and separation of HREE, which will be built at Mountain Pass and will be integrated into the rest of the Company’s facilities (the “HREE Facility”).

The Company is currently advancing the construction of the HREE Facility, with commissioning expected in 2026.

In addition, as part of its partnership with the DoW, the Company committed to further extend its HREE refining capability at Mountain Pass to include the production of samarium oxide.

Additionally, as part of its definitive, long-term supply agreement with Apple Inc. (NASDAQ: AAPL) (“Apple”), the Company is incorporating magnet scrap recycling capabilities at Mountain Pass.

This includes the construction of a commercial-scale, dedicated recycling line that will enable the production of rare earth magnets using recycled rare earth feedstock, processed at Mountain Pass and sourced from post-industrial and end-of-life magnets.

Located in Fort Worth, Texas, the Independence Facility, which also serves as the business and engineering headquarters for the Company’s Magnetics segment, converts NdPr oxide produced at Mountain Pass into permanent magnets and its precursor products, with integrated capabilities to support magnet recycling.

As part of its partnership with the DoW, the Company committed to expand capacity of the Independence Facility to a projected 3,000 MTs of magnets annually.

[Table of Content](#i876fda1395634b2193065cf7a0446f66_7)[s](#i876fda1395634b2193065cf7a0446f66_7)

Production begins with the reduction of NdPr oxide through electrowinning, producing NdPr metal for downstream alloying.

The metal is combined with iron, boron, and other alloying metals and processed through strip casting, forming NdFeB alloy flake that serves as the precursor for powder metallurgy operations.

The alloy flake is then converted into powder through hydrogen decrepitation and jet milling, producing a highly refined NdFeB powder engineered for magnet performance.

This powder is compacted into “green” magnet bodies through pressing and subsequently sintered at high temperatures to form dense NdFeB magnet blocks.

Following sintering, magnets undergo precision machining to achieve final dimensions and may receive additional processing such as grain boundary diffusion and surface finishing to enhance product durability and magnetic performance.

At the end of 2025, the Company began commissioning the remaining commercial scale equipment for magnet manufacturing and commenced the manufacturing of its NdFeB permanent magnets.

Additionally, as part of its commitment to the DoW, the Company agreed to construct the 10X Facility, which will be the Company’s second domestic rare earth magnet manufacturing facility.

The 10X Facility is expected to begin commissioning in 2028, and once completed and scaled, it will produce an estimated 7,000 MTs of magnets per year.

When combined with the Independence Facility’s 3,000 MTs per year of magnets, the Company’s overall U.S. rare earth magnet production capacity will expand to an estimated 10,000 MTs per year, thus significantly scaling domestic output to serve both defense and commercial customers.

The U.S. government continues to emphasize the importance of supply chain security for critical minerals and related components, particularly those required for industrial capacity, national defense, and technological leadership.

This focus is reflected in initiatives to encourage domestic production and processing of rare earth materials, including the Company’s public-private partnership with the DoW to accelerate the build-out of an end-to-end U.S. rare earth magnet supply chain.

The Company believes its location, scale, and integration provide a competitive advantage relative to non-U.S. rare earth producers.

Demand for rare earth permanent magnets is increasingly driven by applications beyond automotive, energy, and electronics, particularly service and humanoid robots and other physical AI applications, as well as critical defense systems.

These applications require high‑performance magnetic materials with increasingly stringent specifications, long product lifecycles, and secure, traceable supply chains.

As electrification, automation, and advanced manufacturing continue to scale globally, the Company believes demand for rare earth magnet materials will grow over time.

A combination of geopolitical uncertainty, reshoring initiatives, and labor constraints is leading industrial original equipment manufacturers (“OEMs”) to reconfigure their supply chains to prioritize reliability, resilience, and domestic or allied‑nation sourcing.

As robotics, physical AI applications, critical defense systems, and other advanced technologies become increasingly central to productivity and economic competitiveness, OEMs are expected to continue seeking long‑term partnerships with suppliers capable of delivering consistent quality at scale.

The Company is strategically positioned to support these customers by offering an integrated, Western supply chain solution for rare earth materials and magnet products, leveraging its ownership of Mountain Pass and expanding downstream magnet manufacturing capabilities.

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

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

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

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

Following the implementation of the Company’s Stage I optimization plan, the Company has achieved at least 40,000 MTs of annual REO Production Volume (as defined in [Item 7.

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

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

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

Stage II advanced the Company’s operations from the production of rare earth concentrate to the separation of individual REE.

During the second half of 2023, the Company began producing separated rare earth products.

However, the Company continues to expect that it may take many quarters to achieve its designed throughput of separated products.

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

Additionally, beginning in the fourth quarter of 2023, the Company utilizes tolling partners in Southeast Asia to process the Company’s NdPr oxide into NdPr metal for delivery to the Company’s customers globally.

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

In February 2022, the Company commenced construction of the Independence Facility, the U.S.’s first fully-integrated rare earth metal, alloy and magnet manufacturing facility located in Fort Worth, Texas.

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

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

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

The Independence Facility serves as the business and engineering headquarters for the Company’s Magnetics segment.

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

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

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

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

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

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

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

In addition, the U.S. government is actively seeking to end the country’s reliance on foreign REE sources, and the Company believes that this provides it with an advantage relative to non-U.S. REE producers.

The global effort to curb carbon emissions and address climate change often focuses on the impact of the transportation system.

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

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

Additionally, 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, including tax credits on the purchase of xEVs and the production of certain critical minerals such as NdPr oxide.

The NdPr oxide that the Company produces at Mountain Pass is essential to the permanent magnet motor technology deployed in a significant majority of current xEVs.

In addition, the Company believes end consumers will demand that the materials used to build these vehicles be extracted sustainably.

MP Materials is committed to environmental responsibility and sustainability.

The Company’s environmental management plans cover biodiversity impacts, waste and noise management, air and water pollution, water extraction and discharge, as well as natural resource disturbance and toxic chemical usage.

The Company believes this commitment to responsible production of REO is a strong competitive advantage.

A confluence of geopolitical and economic factors is causing downstream customers, such as automotive and industrial original equipment manufacturers (“OEMs”), to be increasingly focused on supply risk, highlighting the need to develop domestic production of REE and related products.

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

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

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

For the fiscal year ended December 31, [removed: 2024][added: 2025]

[removed: ][added: ]

Yes [removed: ☐ No] ☑ [added: No ☐]

As of June 30, [removed: 2024,] [added: 2025,] the aggregate market value of the voting common stock held by non-affiliates of the registrant was approximately [removed: $1.8] [added: $5.0] billion.

Such aggregate market value was computed by reference to the closing price of the common stock as reported on the New York Stock Exchange on June 28, [removed: 2024.][added: 2025.]

As of February 20, [removed: 2025,] [added: 2026,] the number of shares of the registrant’s common stock outstanding was [removed: 163,442,217.][added: 177,667,450.]

Portions of the registrant’s definitive [removed: 2025] [added: 2026] proxy statement, anticipated to be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year, are incorporated by reference into Part III of this Form 10-K.

| [Item 1. [removed: Business](#iadaf5f13b1c64f46a9f722e1c17671e4_19)] [added: Business](#i876fda1395634b2193065cf7a0446f66_16)] | | | [removed: [1](#iadaf5f13b1c64f46a9f722e1c17671e4_19)] [added: [1](#i876fda1395634b2193065cf7a0446f66_16)] | | |

| [Item 1A. Risk [removed: Factors](#iadaf5f13b1c64f46a9f722e1c17671e4_64)] [added: Factors](#i876fda1395634b2193065cf7a0446f66_58)] | | | [removed: [9](#iadaf5f13b1c64f46a9f722e1c17671e4_64)] [added: [10](#i876fda1395634b2193065cf7a0446f66_58)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#iadaf5f13b1c64f46a9f722e1c17671e4_79)] [added: Comments](#i876fda1395634b2193065cf7a0446f66_73)] | | | [removed: [26](#iadaf5f13b1c64f46a9f722e1c17671e4_79)] [added: [27](#i876fda1395634b2193065cf7a0446f66_73)] | | |

| [Item 1C. [removed: Cybersecurity](#iadaf5f13b1c64f46a9f722e1c17671e4_82)] [added: Cybersecurity](#i876fda1395634b2193065cf7a0446f66_76)] | | | [removed: [26](#iadaf5f13b1c64f46a9f722e1c17671e4_82)] [added: [27](#i876fda1395634b2193065cf7a0446f66_76)] | | |

| [Item 2. [removed: Properties](#iadaf5f13b1c64f46a9f722e1c17671e4_85)] [added: Properties](#i876fda1395634b2193065cf7a0446f66_79)] | | | [removed: [27](#iadaf5f13b1c64f46a9f722e1c17671e4_85)] [added: [28](#i876fda1395634b2193065cf7a0446f66_79)] | | |

| [Item 3. Legal [removed: Proceedings](#iadaf5f13b1c64f46a9f722e1c17671e4_94)] [added: Proceedings](#i876fda1395634b2193065cf7a0446f66_88)] | | | [removed: [35](#iadaf5f13b1c64f46a9f722e1c17671e4_94)] [added: [35](#i876fda1395634b2193065cf7a0446f66_88)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#iadaf5f13b1c64f46a9f722e1c17671e4_97)] [added: Disclosures](#i876fda1395634b2193065cf7a0446f66_91)] | | | [removed: [35](#iadaf5f13b1c64f46a9f722e1c17671e4_97)] [added: [35](#i876fda1395634b2193065cf7a0446f66_91)] | | |

| [Item 5. Market for [removed: Registrant](#iadaf5f13b1c64f46a9f722e1c17671e4_103)[’](#iadaf5f13b1c64f46a9f722e1c17671e4_109)[s] [added: Registrant](#i876fda1395634b2193065cf7a0446f66_97)[’](#i876fda1395634b2193065cf7a0446f66_103)[s] Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#iadaf5f13b1c64f46a9f722e1c17671e4_103)] [added: Securities](#i876fda1395634b2193065cf7a0446f66_97)] | | | [removed: [35](#iadaf5f13b1c64f46a9f722e1c17671e4_103)] [added: [35](#i876fda1395634b2193065cf7a0446f66_97)] | | |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iadaf5f13b1c64f46a9f722e1c17671e4_109)] [added: Operations](#i876fda1395634b2193065cf7a0446f66_103)] | | | [removed: [38](#iadaf5f13b1c64f46a9f722e1c17671e4_109)] [added: [37](#i876fda1395634b2193065cf7a0446f66_103)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#iadaf5f13b1c64f46a9f722e1c17671e4_148)] [added: Risk](#i876fda1395634b2193065cf7a0446f66_154)] | | | [removed: [58](#iadaf5f13b1c64f46a9f722e1c17671e4_148)] [added: [59](#i876fda1395634b2193065cf7a0446f66_154)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#iadaf5f13b1c64f46a9f722e1c17671e4_151)] [added: Data](#i876fda1395634b2193065cf7a0446f66_157)] | | | [removed: [60](#iadaf5f13b1c64f46a9f722e1c17671e4_151)] [added: [62](#i876fda1395634b2193065cf7a0446f66_157)] | | |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#iadaf5f13b1c64f46a9f722e1c17671e4_241)] [added: Disclosure](#i876fda1395634b2193065cf7a0446f66_256)] | | | [removed: [102](#iadaf5f13b1c64f46a9f722e1c17671e4_241)] [added: [111](#i876fda1395634b2193065cf7a0446f66_256)] | | |

| [Item 9A. Controls and [removed: Procedures](#iadaf5f13b1c64f46a9f722e1c17671e4_244)] [added: Procedures](#i876fda1395634b2193065cf7a0446f66_259)] | | | [removed: [102](#iadaf5f13b1c64f46a9f722e1c17671e4_244)] [added: [111](#i876fda1395634b2193065cf7a0446f66_259)] | | |

| [Item 9B. Other [removed: Information](#iadaf5f13b1c64f46a9f722e1c17671e4_247)] [added: Information](#i876fda1395634b2193065cf7a0446f66_262)] | | | [removed: [102](#iadaf5f13b1c64f46a9f722e1c17671e4_247)] [added: [111](#i876fda1395634b2193065cf7a0446f66_262)] | | |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#iadaf5f13b1c64f46a9f722e1c17671e4_250)] [added: Inspections](#i876fda1395634b2193065cf7a0446f66_265)] | | | [removed: [103](#iadaf5f13b1c64f46a9f722e1c17671e4_250)] [added: [112](#i876fda1395634b2193065cf7a0446f66_265)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#iadaf5f13b1c64f46a9f722e1c17671e4_256)] [added: Governance](#i876fda1395634b2193065cf7a0446f66_271)] | | | [removed: [103](#iadaf5f13b1c64f46a9f722e1c17671e4_256)] [added: [112](#i876fda1395634b2193065cf7a0446f66_271)] | | |

| [Item 11. Executive [removed: Compensation](#iadaf5f13b1c64f46a9f722e1c17671e4_259)] [added: Compensation](#i876fda1395634b2193065cf7a0446f66_274)] | | | [removed: [103](#iadaf5f13b1c64f46a9f722e1c17671e4_259)] [added: [112](#i876fda1395634b2193065cf7a0446f66_274)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#iadaf5f13b1c64f46a9f722e1c17671e4_262)] [added: Matters](#i876fda1395634b2193065cf7a0446f66_277)] | | | [removed: [103](#iadaf5f13b1c64f46a9f722e1c17671e4_262)] [added: [112](#i876fda1395634b2193065cf7a0446f66_277)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#iadaf5f13b1c64f46a9f722e1c17671e4_265)] [added: Independence](#i876fda1395634b2193065cf7a0446f66_280)] | | | [removed: [103](#iadaf5f13b1c64f46a9f722e1c17671e4_265)] [added: [112](#i876fda1395634b2193065cf7a0446f66_280)] | | |

| [Item 14. Principal Accountant Fees and [removed: Services](#iadaf5f13b1c64f46a9f722e1c17671e4_268)] [added: Services](#i876fda1395634b2193065cf7a0446f66_283)] | | | [removed: [103](#iadaf5f13b1c64f46a9f722e1c17671e4_268)] [added: [112](#i876fda1395634b2193065cf7a0446f66_283)] | | |

| [Item 15. [removed: Exhibit] [added: Exhibits] and Financial Statement [removed: Schedules](#iadaf5f13b1c64f46a9f722e1c17671e4_274)] [added: Schedules](#i876fda1395634b2193065cf7a0446f66_289)] | | | [removed: [104](#iadaf5f13b1c64f46a9f722e1c17671e4_274)] [added: [112](#i876fda1395634b2193065cf7a0446f66_289)] | | |

| [Item 16. Form 10-K [removed: Summary](#iadaf5f13b1c64f46a9f722e1c17671e4_277)] [added: Summary](#i876fda1395634b2193065cf7a0446f66_292)] | | | [removed: [106](#iadaf5f13b1c64f46a9f722e1c17671e4_277)] [added: [116](#i876fda1395634b2193065cf7a0446f66_292)] | | |

Certain statements included in this Annual Report on Form 10-K for the year ended December 31, [removed: 2024] [added: 2025] (this “Annual Report”), that are not historical facts are forward-looking statements under Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended.

Forward-looking statements may be identified by the use of the words such as “estimate,” “plan,” “shall,” “may,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” [added: “will,”] “target,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters.

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

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

- unanticipated costs or delays associated with [removed: our] [added: the] Independence [removed: Facility;][added: Facility, the 10X Facility, and other future magnetics facilities;]

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

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

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

- uncertainty in [removed: our] [added: the Company’s] estimates of rare earth mineral reserves;

- risks associated with events outside of [removed: our] [added: the Company’s] control, such as natural disasters, climate change, wars or health epidemics or pandemics;

- ability to comply with various government regulations that are applicable to [removed: our] [added: the Company’s] business;

| [PART I](#i876fda1395634b2193065cf7a0446f66_13) | | | | | |

| [PART II](#i876fda1395634b2193065cf7a0446f66_94) | | | | | |

| [Item 6. \[Reserved\]](#i876fda1395634b2193065cf7a0446f66_100) | | | [36](#i876fda1395634b2193065cf7a0446f66_100) | | |

| [PART III](#i876fda1395634b2193065cf7a0446f66_268) | | | | | |

| [PART IV](#i876fda1395634b2193065cf7a0446f66_286) | | | | | |

| [Signatures](#i876fda1395634b2193065cf7a0446f66_295) | | | [117](#i876fda1395634b2193065cf7a0446f66_295) | | |

- the heightened significance of the development of the Company’s midstream and downstream operations, including ramping its separation capabilities, and its ability to vertically integrate its value chain;

- risks related to the funding of and support for the DoW Transactions (as defined in [Note](#i876fda1395634b2193065cf7a0446f66_841) [](#i876fda1395634b2193065cf7a0446f66_841)3[, “Public-Private Partnership with U.S. Department of War](#i876fda1395634b2193065cf7a0446f66_841)[”](#i876fda1395634b2193065cf7a0446f66_841)), to challenges thereto and to the Company’s ability, as needed, to obtain additional or replacement funding on terms acceptable to it or at all;

- risks related to certain restrictions imposed on the Company as a result of the affirmative and negative covenants contained in the DoW Transaction Agreements (as defined in [Note](#i876fda1395634b2193065cf7a0446f66_841) [](#i876fda1395634b2193065cf7a0446f66_841)3[, “Public-Private Partnership with U.S. Department of War”](#i876fda1395634b2193065cf7a0446f66_841));

- risks related to the Company’s ability to meet obligations of its long-term agreement with Apple Inc. (NASDAQ: AAPL) (“Apple”), including risks related to its ability to develop, construct and scale its facilities, technology and production;

- risks related to fluctuations in the pricing, cost of production, and volume of the magnets to be produced under its agreements, and the risk that the Company’s estimate of the magnitude and timing of revenues from the agreements will not be realized;

- risks related to changes in trade policy in the United States, China or other countries, including the implementation of new tariffs, and any material adverse impact on the Company’s business and results of operations as a result of these changes in trade policy;

- risks related to the increased importance of markets outside of China and the Company’s ability to sell additional rare earth products in these markets;

- recent and future volatility in the trading price of the Company’s common stock;

[Table of Content](#i876fda1395634b2193065cf7a0446f66_7)[s](#i876fda1395634b2193065cf7a0446f66_7)

- the ability to safely recommission and operate the Company’s currently idle chlor‑alkali facility;

- loss of key personnel or the inability to attract and retain skilled employees;

- risks associated with the terms and covenants of the Company’s credit agreement;

- risks associated with the terms of the Company’s convertible debt securities and related options or other hedging arrangements; and

[Table of Content](#i876fda1395634b2193065cf7a0446f66_7)[s](#i876fda1395634b2193065cf7a0446f66_7)

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

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

| [Item 6. \[Reserved\]](#iadaf5f13b1c64f46a9f722e1c17671e4_106) | | | [38](#iadaf5f13b1c64f46a9f722e1c17671e4_106) | | |

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

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

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

- uncertainties relating to our commercial arrangements with Shenghe Resources (Singapore) International Trading Pte.

Ltd., an affiliate of Shenghe Resources Holding Co., Ltd., a global rare earth company listed on the Shanghai Stock Exchange;

- potential changes in China’s political environment and policies;

- unanticipated costs or delays associated with the ramp-up of our production of separated rare earth products;

- diminished access to water;

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

Ltd.;

- a shortage of skilled technicians and engineers;

- loss of key personnel;

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

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

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

[Table of Content](#i876fda1395634b2193065cf7a0446f66_7)[s](#i876fda1395634b2193065cf7a0446f66_7)

The net carrying amount of property, plant and equipment (excluding mineral rights) used in the operation of Mountain Pass was approximately [removed: $621] [added: $655] million as of December 31, [removed: 2024.][added: 2025.]

As of December 31, [removed: 2024,] [added: 2025,] approximately 1,128 acres of the 2,232 acres were in use (e.g., existing buildings, infrastructure or active disturbance).

In addition, MP Materials holds [removed: 525] [added: 1,020] unpatented lode and mineral mining claims and mill sites under the provisions of The Mining Law of 1872.

][added: 2025.jpg](https://www.sec.gov/Archives/edgar/data/1801368/000180136826000008/mp-20251231_g2.jpg)]

The bastnaesite ore body at Mountain Pass has been mined as a principal source of REE for a period of over [removed: 60] [added: 70] years.

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

(1)See the [“Rare Earth Resources and [removed: Reserves”](#iadaf5f13b1c64f46a9f722e1c17671e4_91)] [added: Reserves”](#i876fda1395634b2193065cf7a0446f66_85)] section below for definition.

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

The Company has a lease for corporate office space [removed: at 1700 S.][added: in Las Vegas, Nevada.]

Pursuant to the requirements of Regulation S-K Subpart 1300 (“S-K 1300”), SRK prepared a pre-feasibility level Technical Report Summary for Mountain Pass with an effective date of October 1, [removed: 2024] [added: 2025] (the [removed: “2024] [added: “2025] TRS”) (refer to [Exhibit [removed: 96.1](https://www.sec.gov/Archives/edgar/data/1801368/000180136825000009/mpmcexhibit961123124.htm)] [added: 96.1](https://www.sec.gov/Archives/edgar/data/1801368/000180136826000008/mpmcexhibit961123125.htm)] to this Annual Report).

The mineral resource and mineral reserve estimated in the [removed: 2024] [added: 2025] TRS were subsequently depleted by SRK to present an estimate of our resources and reserves as of December 31, [removed: 2024.][added: 2025.]

[removed: The depletion removed by SRK] represents resources and reserves that were extracted from the Mountain Pass open pit from October 1, [removed: 2024,] [added: 2025,] through December 31, [removed: 2024.][added: 2025.]

Sectional interpretation based on the combination of these data [removed: were] [added: was] used to influence implicit modeling of the geological data with manual controls where appropriate.

[removed: The Mountain Pass] laboratory uses various quality assurance and quality control (“QA/QC”) measures to calibrate modern equipment and ensure analytical precision and accuracy.

QA/QC generated by previous laboratories has undergone check assays at independent third-party laboratories, and generally [removed: demonstrate] [added: demonstrates] no consistent bias.

An economic COG of [removed: 2.35%] [added: 2.15%] TREO has been developed to ensure that material reported as a mineral resource can satisfy the definition of having reasonable prospects for economic extraction as required for the SEC definition.

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

A description of the methodology used to calculate mineral resources is provided in [Exhibit [removed: 96.1](https://www.sec.gov/Archives/edgar/data/1801368/000180136825000009/mpmcexhibit961123124.htm)] [added: 96.1](https://www.sec.gov/Archives/edgar/data/1801368/000180136826000008/mpmcexhibit961123125.htm)] to this Annual Report.

The Company further expects to install an ore sorting (pre-concentration) facility during [removed: 2025] [added: 2026] to upgrade mined ore that is in the 2.5% to 5.0% TREO grade range.

The Company expects that the separations and ore sorting facilities will both achieve full design capacity during [removed: 2026.][added: Q1 2027.]

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

Forecast revenue from [removed: concentrate sales and] individual separated product sales is based on a preliminary market study commissioned by the Company.

SRK generated a cash flow model which indicated positive economics for the [removed: 30-year] [added: 28-year] LoM plan, which provides the basis for the reserves.

Reserves within the new ultimate pit are sequenced for approximately [removed: 25] [added: 22] years (Q4 [removed: 2024] [added: 2025] through [removed: 2048),] [added: Q3 2047),] with processing of stockpile material to occur for a further approximately [removed: 5] [added: 6] years [removed: (2049] [added: (Q4 2047] through [removed: early] [added: Q1] 2053).

The optimized pit shell selected to guide final pit design was based on a combination of the revenue factor (“RF”) [removed: 0.45] [added: 0.40] pit (used on the north half of the deposit) and the RF 1.00 pit shell (used on the south half of the deposit).

A description of the methodology used to calculate mineral reserves is provided in [Exhibit [removed: 96.1](https://www.sec.gov/Archives/edgar/data/1801368/000180136825000009/mpmcexhibit961123124.htm)] [added: 96.1](https://www.sec.gov/Archives/edgar/data/1801368/000180136826000008/mpmcexhibit961123125.htm)] to this Annual Report.

As of December 31, [removed: 2024,] [added: 2025,] SRK estimates total indicated resources of [removed: 4.35] [added: 5.29] million STs with an average grade of [removed: 3.71%] [added: 3.50%] TREO and [removed: 13.35] [added: 14.16] million STs of inferred resources with an average grade of [removed: 4.79%] [added: 4.65%] TREO.

| Within the Resource Pit | | | [removed: 2.35] [added: 2.15] | | | [removed: 3.62] [added: 3.82] | | | [removed: 3.97] [added: 3.96] | | | 1.29 | | | [removed: 1.98] [added: 1.97] | | | 0.17 | | | 0.48 | | | 0.04 | | | | | |

*•*The mineral resource model has been depleted for historical mining based on the December 31, [removed: 2024,] [added: 2025,] pit topography.

- Pit optimization is based on pit slope angles of [removed: 39°] [added: 42°] to 45° including ramps and the following assumed prices: [removed: Rare Earth Mineral Concentrate $11.73 per kilogram (“kg”),] PrNd Oxide [removed: $143.55/kg,] [added: $154.66/kg,] SEG+ Precipitate [removed: $55.45/kg,] [added: $59.00/kg,] La Carbonate [removed: $1.66/kg] [added: $1.68/kg] and Ce Chloride [removed: $2.96/kg.][added: $7.61/kg.]

Overall recoveries at the onsite separations plant as applied to concentrate containing on average 60% TREO are: PrNd Oxide (89.7%), SEG+ Precipitate (97.9%), La Carbonate [removed: (75.0%)] [added: (74.9%)] and Ce Chloride [removed: (11.5%).][added: (8.9%).]

- Pit optimization is based on the following costs: mining cost at the pit exit of $1.50 per ST mined plus $0.05 per ST mined for each 15 feet bench above or below the pit exit, [removed: sorted] ore rehandling [removed: ($2.55] [added: ($2.96] per ST of [removed: sorted] ore mined); [removed: non-sorted ore rehandling ($2.17 per ST of non-sorted ore mined),] crushing [removed: ($3.66] [added: ($4.68] per ST of ore crushed); ore sorting [removed: ($1.80] [added: ($1.57] per ST ore fed to ore sorters), concentrating [removed: ($50.05] [added: ($51.28] per ST of ore fed to concentrator), general and administrative [removed: ($28.82] [added: ($24.52] per ST of ore fed to the concentrator), separations (includes a fixed annual cost and a variable cost of $1,080.59 per ST of concentrate processed on site), finished product shipping [removed: ($146.92] [added: ($176.46] per ST shipped) and sustaining capital [removed: ($33.23] [added: ($32.38] per ST of ore fed to the concentrator).

The following table is provided to show the change in mineral resources from December 31, [removed: 2023,] [added: 2024,] to December 31, [removed: 2024:][added: 2025:]

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

As of December 31, [removed: 2024,] [added: 2025,] SRK estimates total proven reserves of [removed: 0.81] [added: 1.03] million STs of ore with an average grade of [removed: 4.06%] [added: 4.22%] TREO and [removed: 28.88] [added: 27.93] million STs of probable reserves with an average ore grade of [removed: 6.02%.][added: 5.95%.]

The Company’s total proven and probable reserves are estimated as [removed: 29.69] [added: 28.96] million STs with an average grade of [removed: 5.97%.][added: 5.89%.]

Based on these estimated reserves, the Company’s expected remaining mine life as of December 31, [removed: 2024,] [added: 2025,] is approximately [removed: 29] [added: 28] years [removed: (2025] [added: (2026] through [added: Q1] 2053) to complete the processing of stockpiles and separations.

The following table states the amount of the Company’s proven and probable mineral reserves as of December 31, [removed: 2024.][added: 2025.]

- Pit optimization is based on pit slope angles of [removed: 39°] [added: 42°] to 45° including ramps and the following assumed prices: [removed: Rare Earth Mineral Concentrate $10.20/kg,] PrNd Oxide [removed: $124.83/kg,] [added: $134.49/kg,] SEG+ Precipitate [removed: $48.22/kg,] [added: $51.30/kg,] La Carbonate [removed: $1.44/kg] [added: $1.46/kg] and Ce Chloride [removed: $2.57/kg.][added: $6.62/kg.]

- Pit optimization is based on the following costs: mining cost at the pit exit of $1.50 per [removed: ST] [added: short ton (“ST”)] mined plus $0.05 per ST mined for each 15 feet bench above or below the pit exit, [removed: sorted] ore rehandling [removed: ($2.55] [added: ($2.96] per ST of [removed: sorted] ore mined); [removed: non-sorted ore rehandling ($2.17 per ST of non-sorted ore mined),] crushing [removed: ($3.66] [added: ($4.68] per ST of ore crushed); ore sorting [removed: ($1.80] [added: ($1.57] per ST ore fed to ore sorters), concentrating [removed: ($50.05] [added: ($51.28] per ST of ore fed to concentrator), general and administrative [removed: ($28.82 per ST of ore fed to the concentrator), separations (includes a fixed annual cost and a variable cost of $1,080.59 per ST of concentrate processed on site), finished product shipping ($146.92 per ST shipped) and sustaining capital ($33.23] [added: ($24.52] per ST of ore fed to the [removed: concentrator).]

[Table of Content](#i876fda1395634b2193065cf7a0446f66_7)[s](#i876fda1395634b2193065cf7a0446f66_7)

The Independence Facility supports the Magnetics segment and is part of the Company’s downstream operations strategy.

The Company began commissioning the remaining commercial scale equipment for magnet manufacturing in the second half of 2025.

Corporate Offices

In January 2026, the Company entered into a lease agreement for office space in Washington, DC, which is set to commence in the first half of 2026.

The depletion removed by SRK

[Table of Content](#i876fda1395634b2193065cf7a0446f66_7)[s](#i876fda1395634b2193065cf7a0446f66_7)

The Mountain Pass

[Table of Content](#i876fda1395634b2193065cf7a0446f66_7)[s](#i876fda1395634b2193065cf7a0446f66_7)

[Table of Content](#i876fda1395634b2193065cf7a0446f66_7)[s](#i876fda1395634b2193065cf7a0446f66_7)

| Indicated | | | Within the Reserve Pit | | | 2.15 | | | 1.47 | | | 2.33 | | | 0.76 | | | 1.16 | | | 0.10 | | | 0.28 | | | 0.02 | | |

| Total Indicated | | | | | | 2.15 | | | 5.29 | | | 3.50 | | | 1.14 | | | 1.75 | | | 0.15 | | | 0.42 | | | 0.03 | | |

| Inferred | | | Within the Reserve Pit | | | 2.15 | | | 6.81 | | | 5.43 | | | 1.77 | | | 2.71 | | | 0.23 | | | 0.66 | | | 0.05 | | |

| Within the Resource Pit | | | 2.15 | | | 7.35 | | | 3.93 | | | 1.28 | | | 1.96 | | | 0.17 | | | 0.48 | | | 0.04 | | | | | |

| Total Inferred | | | | | | 2.15 | | | 14.16 | | | 4.65 | | | 1.52 | | | 2.32 | | | 0.20 | | | 0.56 | | | 0.04 | | |

[Table of Content](#i876fda1395634b2193065cf7a0446f66_7)[s](#i876fda1395634b2193065cf7a0446f66_7)

concentrator), separations (includes a fixed annual cost and a variable cost of $1,080.59 per ST of concentrate processed on site), finished product shipping ($176.46 per ST shipped) and sustaining capital ($32.38 per ST of ore fed to the concentrator).

| Indicated Mineral Resources | | | December 31, 2025 | | | 2.15 | | | 5.29 | | | 3.50 | | | 1.14 | | | 1.75 | | | 0.15 | | | 0.42 | | | 0.03 | | |

| Difference | | | | | | | | | 0.94 | | | (0.21) | | | (0.07) | | | (0.10) | | | (0.01) | | | (0.03) | | | 0.00 | | |

| % Difference(1) | | | | | | | | | 22 | | % | (6) | | % | (6) | | % | (6) | | % | (6) | | % | (6) | | % | 5 | | % |

| Inferred Mineral Resources | | | December 31, 2025 | | | 2.15 | | | 14.16 | | | 4.65 | | | 1.52 | | | 2.32 | | | 0.20 | | | 0.56 | | | 0.04 | | |

| Difference | | | | | | | | | 0.81 | | | (0.14) | | | (0.04) | | | (0.07) | | | (0.01) | | | (0.02) | | | 0.00 | | |

| % Difference(1) | | | | | | | | | 6 | | % | (3) | | % | (3) | | % | (3) | | % | (5) | | % | (3) | | % | 5 | | % |

The difference as compared to the previous year is the result of updated costs and changes to the assumed long-term product pricing.

These changes resulted in a resources cut-off grade reduction from 2.35% TREO to 2.15% TREO.

The changes also caused the pit optimization to expand the revenue factor 1.0 resources pit on its northern boundary, resulting in an increase in mineral resource tonnage.

With the relaxing of the resource cut-off grade and increase in tonnage, there is a corresponding minor reduction in the average grade of resources across both the Indicated and the Inferred categories.

| Proven | | | Current Stockpiles | | | 1.03 | | | 4.22 | | | 4.39 | | | 0.05 | | |

| Proven Totals | | | 1.03 | | | 4.22 | | | 4.39 | | | 0.05 | | | | | |

| In situ | | | 27.93 | | | 5.95 | | | 6.84 | | | 1.91 | | | | | |

| Probable Totals | | | 27.93 | | | 5.95 | | | 6.84 | | | 1.91 | | | | | |

| Proven + Probable | | | Current Stockpiles | | | 1.03 | | | 4.22 | | | 4.39 | | | 0.05 | | |

| In situ | | | 27.93 | | | 5.95 | | | 6.84 | | | 1.91 | | | | | |

| Proven + Probable Totals | | | 28.96 | | | 5.89 | | | 6.76 | | | 1.96 | | | | | |

[Table of Content](#i876fda1395634b2193065cf7a0446f66_7)[s](#i876fda1395634b2193065cf7a0446f66_7)

| Proven + Probable Reserves | | | December 31, 2025 | | | 28.96 | | | 5.89 | | | 6.76 | | | 1.96 | | |

| Difference | | | | | | (0.73) | | | (0.08) | | | (0.12) | | | (0.08) | | |

| % Difference(1) | | | | | | (2.5)% | | | (1.3)% | | | (1.8)% | | | (4.2)% | | |

[Table of Content](#i876fda1395634b2193065cf7a0446f66_7)[s](#i876fda1395634b2193065cf7a0446f66_7)

zone ranges between 15 feet and 250 feet.

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

The Independence Facility supports the Magnetics segment.

Corporate Office

Pavilion Center Drive, Suite 800, Las Vegas, Nevada 89135.

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

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

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

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

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

| Indicated Mineral Resources | | | December 31, 2023 | | | 2.18 | | | 1.45 | | | 2.75 | | | 0.89 | | | 1.37 | | | 0.12 | | | 0.33 | | | 0.02 | | |

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

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

| Inferred Mineral Resources | | | December 31, 2023 | | | 2.18 | | | 9.09 | | | 5.05 | | | 1.65 | | | 2.52 | | | 0.21 | | | 0.61 | | | 0.04 | | |

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

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

The difference as compared to the previous year is due to inferred resources located within the mineral reserve pit that were mined and processed during 2024, assumed improvements in metallurgical recovery, and a change in the mineral resource COG due to updated project economics.

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

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

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

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

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

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

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

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

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

| % Difference(1) | | | | | | 4.3% | | | (3.7)% | | | 5.2% | | | 9.8% | | |

The primary reasons for the differences between the two reserves estimates are:

- For the 2024 end-of-year reserves, it has been assumed that pre-concentration (ore sorting) will be applied to mined material having an in-situ grade that is in the 2.5% to 5.0% TREO grade range.

As a result of pre-concentration, the average grade will be increased for the fraction of sorted material that is advanced to the concentrator.

This grade uplift, which is supported by the results of test work performed during 2023 and 2024 on Mountain Pass ores, is expected to allow for improved recovery because metallurgical recovery at the concentrator is positively correlated with feed grade.

- For the 2024 end-of-year reserves, it also has been assumed that overall metallurgical recovery at the concentrator will improve due to the installation of a boiler that has enabled flotation to be conducted at a constant higher temperature, as well as new reagent testing and blending of historically problematic ores.

The overall improvements in metallurgical recovery are supported by a plant monitoring campaign that was conducted to evaluate concentrator performance during July and August of 2024.

Estimates of economically recoverable REO

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in [Exhibit [removed: 95.1](https://www.sec.gov/Archives/edgar/data/1801368/000180136825000009/mpmcexhibit951123124.htm)] [added: 95.1](https://www.sec.gov/Archives/edgar/data/1801368/000180136826000008/mpmcexhibit951123125.htm)] to this Annual Report.

According to Continental Stock Transfer & Trust Company, the Company’s transfer agent, there were [removed: 123] [added: 118] active holders of record of the Company’s common stock as of February 17, [removed: 2025.][added: 2026.]

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

During the three months ended December 31, [removed: 2024,] [added: 2025,] neither the Company nor any of its affiliates repurchased shares of the Company’s common stock registered under Section 12 of the Exchange Act.

The following graph compares the cumulative total stockholder return for the Company’s common stock to the cumulative total returns for the Russell 2000 Index, S&P MidCap 400 Index and peer groups (the [removed: “2023] [added: “2024] Peer Group” and the [removed: “2024] [added: “2025] Peer Group”).

Effective December 31, [removed: 2024,] [added: 2025,] the Company revised its peer group.

The [removed: 2023 Peer Group consisted of the following companies: Albemarle Corporation, Westlake Chemical Corporation, CF Industries Holdings, Inc., Reliance Steel & Aluminum Co., The Mosaic Company, Steel Dynamics, Inc., Axalta Coating Systems Ltd., Ashland Global Holdings Inc., Quaker Chemical Corporation, Cleveland-Cliffs Inc., Alcoa Corporation, Commercial Metals Company, Cabot Corporation and Compass Minerals International, Inc. The] 2024 Peer Group [removed: consists] [added: consisted] of the following companies: Alcoa Corporation, Alpha Metallurgical Resources, Inc., Ashland [removed: Global Holdings] Inc., Axalta Coating Systems Ltd., Cabot Corporation, The Chemours Company, Commercial Metals Company, Compass Minerals International, Inc., Element Solutions Inc., Hecla Mining Company, Materion Corporation, The Mosaic Company, Inc., Olin Corporation, and Quaker Chemical Corporation.

The total cumulative return calculations are for the period commencing [removed: November 18, 2020, for investments in stock, or October] [added: December] 31, 2020, [removed: for investments in index,] and ending December 31, [removed: 2024,] [added: 2025,] and include the reinvestment of dividends.

*$100 invested on [removed: November 18,] [added: December 31,] 2020, in stock or [removed: October 31, 2020, in] index, including reinvestment of dividends.

Copyright © [removed: 2025] [added: 2026] Russell Investment Group.

Copyright © [removed: 2025] [added: 2026] Standard & Poor’s, a division of S&P Global.

[Table of Content](#i876fda1395634b2193065cf7a0446f66_7)[s](#i876fda1395634b2193065cf7a0446f66_7)

The 2025 Peer Group consists of the following companies: Albemarle Corporation, Alcoa Corporation, ATI Inc., BWX Technologies, Inc., Celanese Corporation, Carpenter Technology Corporation, CF Industries Holdings, Inc., Dover Corporation, Eastman Chemical Company, Element Solutions Inc., Hexcel Corporation, ITT Inc., RBC Bearings Incorporated, RPM International Inc., and The Mosaic Company.


| | | | 12/31/20 | | | | | | 12/31/21 | | | | | | 12/31/22 | | | | | | 12/31/23 | | | | | | 12/31/24 | | | | | | 12/31/25 | | |

| MP Materials Corp. | | | $ | 100.00 | | | | | $ | 141.19 | | | | | $ | 75.47 | | | | | $ | 61.70 | | | | | $ | 48.49 | | | | | $ | 157.04 | |

| Russell 2000 Index | | | $ | 100.00 | | | | | $ | 114.82 | | | | | $ | 91.35 | | | | | $ | 106.82 | | | | | $ | 119.14 | | | | | $ | 134.40 | |

| S&P MidCap 400 Index | | | $ | 100.00 | | | | | $ | 124.76 | | | | | $ | 108.47 | | | | | $ | 126.29 | | | | | $ | 143.88 | | | | | $ | 154.68 | |

| 2024 Peer Group | | | $ | 100.00 | | | | | $ | 151.51 | | | | | $ | 147.46 | | | | | $ | 154.28 | | | | | $ | 131.27 | | | | | $ | 157.10 | |

| 2025 Peer Group | | | $ | 100.00 | | | | | $ | 141.09 | | | | | $ | 127.80 | | | | | $ | 138.61 | | | | | $ | 140.26 | | | | | $ | 169.21 | |

the remaining shares have been or will be issued as follows: 43,573 shares on each of the first, second, and third anniversaries of the acquisition date and an additional 152,506 shares on the fourth anniversary of the acquisition date.


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

| MP Materials Corp. | | | $ | 100.00 | | | | | $ | 213.19 | | | | | $ | 300.99 | | | | | $ | 160.90 | | | | | $ | 131.54 | | | | | $ | 103.38 | |

| Russell 2000 Index | | | $ | 100.00 | | | | | $ | 128.68 | | | | | $ | 147.75 | | | | | $ | 117.55 | | | | | $ | 137.45 | | | | | $ | 153.31 | |

| S&P MidCap 400 Index | | | $ | 100.00 | | | | | $ | 121.73 | | | | | $ | 151.87 | | | | | $ | 132.03 | | | | | $ | 153.74 | | | | | $ | 175.15 | |

| 2023 Peer Group | | | $ | 100.00 | | | | | $ | 112.07 | | | | | $ | 170.93 | | | | | $ | 180.34 | | | | | $ | 186.27 | | | | | $ | 161.46 | |

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

[Table of Content](#i876fda1395634b2193065cf7a0446f66_7)[s](#i876fda1395634b2193065cf7a0446f66_7)

We have audited the accompanying consolidated balance sheets of MP Materials Corp. and subsidiaries (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive income (loss), changes in [added: redeemable preferred stock and] stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

[removed: As discussed in Note 19 to the consolidated financial statements,] [added: Offtake Agreements: In 2024,] the Company [removed: has] entered into [removed: a series of commercial agreements] [added: an offtake agreement] with Shenghe Resources (Singapore) International Trading Pte.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the [removed: identification and disclosure of transactions with Shenghe.][added: Company’s initial accounting for the PPA.]

| (U.S. dollars in thousands, except share and per share data) | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Cash and cash equivalents | | | $ | [added: 1,166,011 | | | | | $ |] 282,442 | | | | | $ | 263,351 | |

| Short-term investments | | | [removed: 568,426] [added: 664,275] | | | | | | [removed: 734,493] [added: 568,426] | | |

| Total cash, cash equivalents and short-term investments | | | [removed: 850,868] [added: 1,830,286] | | | | | | [removed: 997,844] [added: 850,868] | | |

| [removed: Accounts] [added: Trade accounts] receivable, net of allowance for credit losses of $0 and $0, respectively (including related party) | | | [removed: 18,874] [added: 14,642] | | | | | | [removed: 10,029] [added: 18,645] | | |

| Inventories | | | [removed: 107,905] [added: 171,560] | | | | | | [removed: 95,182] [added: 107,905] | | |

| Income taxes receivable | | | [removed: 23,672] [added: 1,004] | | | | | | [removed: 830] [added: 23,672] | | |

| Government grant receivable | | | [removed: 19,799] [added: 41,980] | | | | | | [removed: 19,302] [added: 19,799] | | |

| Prepaid expenses and other current assets | | | [removed: 10,204] [added: 17,271] | | | | | | [removed: 7,990] [added: 9,633] | | |

| Total current assets | | | [removed: 1,031,322] [added: 2,165,801] | | | | | | [removed: 1,131,177] [added: 1,031,322] | | |

| Property, plant and equipment, net | | | [removed: 1,251,496] [added: 1,369,817] | | | | | | [removed: 1,158,054] [added: 1,251,496] | | |

| Inventories | | | [removed: 19,031] [added: 80,539] | | | | | | [removed: 13,350] [added: 19,031] | | |

| [removed: Intangible] [added: Intangible] assets, [removed: net] [added: net] | | | [removed: 7,370] [added: $] | [added: 6,175] | | | | | [removed: 8,881] [added: $] | [added: 7,370] | |

| Other non-current assets | | | [removed: 15,659] [added: 38,335] | | | | | | [removed: 14,925] [added: 31,709] | | |

| Total non-current assets | | | [removed: 1,302,236] [added: 1,698,359] | | | | | | [removed: 1,205,275] [added: 1,302,236] | | |

| Total assets | | | $ | [removed: 2,333,558] [added: 3,864,160] | | | | | $ | [removed: 2,336,452] [added: 2,333,558] | |

| [removed: Liabilities] [added: Liabilities, redeemable preferred stock] and stockholders’ equity | | | | | | | | | | | |

| Accounts and construction payable | | | $ | [removed: 23,562] [added: 36,655] | | | | | $ | [removed: 27,995] [added: 23,562] | |

| Accrued liabilities | | | [removed: 64,727] [added: 95,086] | | | | | | [removed: 73,939] [added: 64,727] | | |

| Deferred revenue | | | [removed: 56,880] [added: 74,301] | | | | | | [removed: —] [added: 56,880] | | |

| Other current liabilities | | | [removed: 18,850] [added: 25,596] | | | | | | [removed: 6,616] [added: 18,850] | | |

| Total current liabilities | | | [removed: 164,019] [added: 299,049] | | | | | | [removed: 108,550] [added: 164,019] | | |

| Long-term debt, net [added: of current portion] | | | [removed: 908,729] [added: 931,330] | | | | | | [removed: 681,980] [added: 908,729] | | |

| Deferred revenue | | | [removed: 43,120] [added: 83,889] | | | | | | [removed: —] [added: 43,120] | | |

| Operating lease [added: liability, non-current | | | Other non-current] liabilities | | | [removed: 5,798] | | | [added: 8,429] | | | [removed: 6,829] | | | [added: 5,798 | | |]

| Deferred government grant | | | [removed: 20,087] [added: 22,101] | | | | | | [removed: 17,433] [added: 20,087] | | |

| Deferred investment tax credit | | | [removed: 25,502] [added: 26,860] | | | | | | [removed: —] [added: 25,502] | | |

| Deferred income taxes | | | [removed: 85,309] [added: 51,558] | | | | | | [removed: 130,793] [added: 85,309] | | |

| Other non-current liabilities | | | [removed: 26,114] [added: 57,005] | | | | | | [removed: 25,088] [added: 31,912] | | |

| Total non-current liabilities | | | [removed: 1,114,659] [added: 1,172,743] | | | | | | [removed: 862,123] [added: 1,114,659] | | |

| Total liabilities | | | [removed: 1,278,678] [added: 1,471,792] | | | | | | [removed: 970,673] [added: 1,278,678] | | |

| Commitments and contingencies [removed: ([Note 13](#iadaf5f13b1c64f46a9f722e1c17671e4_214))] [added: ([Note](#i876fda1395634b2193065cf7a0446f66_220) [](#i876fda1395634b2193065cf7a0446f66_220)13)] | | | | | | | | | | | |

| Preferred [removed: stock] [added: stock, undesignated] ($0.0001 par value, [added: 49,600,000 and] 50,000,000 shares [removed: authorized, none] [added: authorized as of December 31, 2025, and December 31, 2024, respectively, zero] issued and outstanding in either year) | | | — | | | | | | — | | |

| Common stock ($0.0001 par value, 450,000,000 shares authorized, [removed: 178,445,570] [added: 192,607,429] and [removed: 178,082,383] [added: 178,445,570] shares issued, and [removed: 163,195,788] [added: 177,357,647] and [removed: 178,082,383] [added: 163,195,788] shares outstanding, as of December 31, [removed: 2024] [added: 2025,] and December 31, [removed: 2023,] [added: 2024,] respectively) | | | [removed: 18] [added: 19] | | | | | | [removed: 17] [added: 18] | | |

[Table of Content](#i876fda1395634b2193065cf7a0446f66_7)[s](#i876fda1395634b2193065cf7a0446f66_7)

*Accounting for the Price Protection Agreement*

As described in Notes 2 and 3 to the consolidated financial statements, on July 9, 2025, the Company entered into a series of definitive agreements with the U.S. Government.

These transactions involved the Company issuing several financial instruments, including Series A Preferred Stock, a Warrant, a Samarium Project Loan and a Price Protection Agreement (PPA).

The PPA is a financial instrument recorded on the consolidated balance sheet as a price protection agreement upfront asset with an initial value of $218.6 million.

We identified the evaluation of the accounting for the PPA as a critical audit matter.

Challenging auditor judgment was involved in assessing the PPA features, which required interpretation of complex contract terms within the PPA and the evaluation of management’s judgment in applying the relevant technical accounting guidance.

We obtained and read the PPA and related agreements noted above to identify contract terms relevant to the application of technical accounting guidance.

We inquired of management regarding the business purpose of the transaction.

We analyzed the key contract terms of the PPA, evaluated management’s identification of such terms for completeness and accuracy, including identification of units of account, and assessed the Company’s application of the relevant accounting literature to account for the key contract terms of the PPA.

February 26, 2026

[Table of Content](#i876fda1395634b2193065cf7a0446f66_7)[s](#i876fda1395634b2193065cf7a0446f66_7)

| Other receivables | | | 131,038 | | | | | | 20,599 | | |

| Price protection agreement upfront asset, net | | | 209,668 | | | | | | — | | |

| Current portion of long-term debt | | | 67,411 | | | | | | — | | |

| Redeemable preferred stock: | | | | | | | | | | | |

| Series A cumulative perpetual convertible preferred stock ($0.0001 par value, 400,000 and zero shares authorized, issued and outstanding as of December 31, 2025, and December 31, 2024, respectively; aggregate liquidation preference of $413,489 and zero as of December 31, 2025, and December 31, 2024, respectively) | | | 413,611 | | | | | | — | | |

[Table of Content](#i876fda1395634b2193065cf7a0446f66_7)[s](#i876fda1395634b2193065cf7a0446f66_7)

| Price protection agreement income | | | 51,016 | | | | | | — | | | | | | — | | |

[Table of Content](#i876fda1395634b2193065cf7a0446f66_7)[s](#i876fda1395634b2193065cf7a0446f66_7)

[Table of Content](#i876fda1395634b2193065cf7a0446f66_7)[s](#i876fda1395634b2193065cf7a0446f66_7)

| | | | Redeemable Preferred Stock | | | | | | | | | | | | | | | Stockholders’ Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Issuance of Series A preferred stock, net of issuance costs | | | 400,000 | | | | | | 413,611 | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Stock-based compensation | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | 788,769 | | | | | | — | | | | | | 31,033 | | | | | | — | | | | | | — | | | | | | — | | | | | | 31,033 | | |

| Common stock issued upon public offering, net of issuance costs | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | 13,590,908 | | | | | | 1 | | | | | | 724,208 | | | | | | — | | | | | | — | | | | | | — | | | | | | 724,209 | | |

| Common stock issued for services | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | 55,920 | | | | | | — | | | | | | 4,038 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,038 | | |

| Common stock issued for intangible asset acquired in prior period | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | 43,573 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Issuance of warrant, net of issuance costs | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 261,176 | | | | | | — | | | | | | — | | | | | | — | | | | | | 261,176 | | |

| Net loss | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (85,874) | | | | | | — | | | | | | — | | | | | | (85,874) | | |

| Other | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | 1,149 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Balance as of December 31, 2025 | | | 400,000 | | | | | | $ | 413,611 | | | | | | | | — | | | | | | $ | — | | | | | 177,357,647 | | | | | | $ | 19 | | | | | $ | 1,970,970 | | | | | $ | 234,428 | | | | | $ | 387 | | | | | $ | (227,047) | | | | | $ | 1,978,757 | |

[Table of Content](#i876fda1395634b2193065cf7a0446f66_7)[s](#i876fda1395634b2193065cf7a0446f66_7)

| Other receivables | | | (110,439) | | | | | | (36) | | | | | | (18,028) | | |

| Proceeds from return of investment in equity method investee | | | 9,673 | | | | | | — | | | | | | — | | |

| Proceeds from issuance of common stock | | | 747,500 | | | | | | — | | | | | | — | | |

| Proceeds from issuance of Series A preferred stock | | | 299,402 | | | | | | — | | | | | | — | | |

| Proceeds from issuance of warrant | | | 189,058 | | | | | | — | | | | | | — | | |

| Payment of equity issuance costs | | | (31,104) | | | | | | — | | | | | | — | | |

[Table of Content](#i876fda1395634b2193065cf7a0446f66_7)[s](#i876fda1395634b2193065cf7a0446f66_7)

The Materials segment represents the upstream and midstream operations of the Company, which primarily consist of Mountain Pass, a fully integrated mining and refining facility producing refined rare earth oxides and related products.

*Identification and disclosure of related party transactions with Shenghe*

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.

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.

February 28, 2025

| Operating lease right-of-use assets | | | 8,680 | | | | | | 10,065 | | |

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

| 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 | | |

| Revenue recognized in exchange for debt principal reduction | | | — | | | | | | — | | | | | | (13,566) | | |

| Government grant receivable | | | (497) | | | | | | (19,302) | | | | | | — | | |

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](#iadaf5f13b1c64f46a9f722e1c17671e4_235) 19[, “Related-Party Transactions”](#iadaf5f13b1c64f46a9f722e1c17671e4_235)), 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.

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.

The more significant areas requiring the use of management estimates and

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.

Stockpiled ore tonnages are verified by periodic surveys.

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.

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.

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.

The Company did not identify any material embedded features contained within its Convertible Notes (as defined in [Note](#iadaf5f13b1c64f46a9f722e1c17671e4_202) 10[, “Debt Obligations](#iadaf5f13b1c64f46a9f722e1c17671e4_202)”) which would require bifurcation from the debt host.

Costs that are incurred by the Company in connection with the issuance of debt are deferred and

Under the supervision and with the participation of our management, including our principal executive officer and principal financial [removed: and accounting] officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, [removed: 2024.][added: 2025.]

Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2024,] [added: 2025,] to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included in [Part II, Item [removed: 8](#iadaf5f13b1c64f46a9f722e1c17671e4_151)] [added: 8](#i876fda1395634b2193065cf7a0446f66_157)] of this Annual Report.

During the fourth quarter of the year ended December 31, [removed: 2024,] [added: 2025,] there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

During the [removed: fourth quarter of the year] [added: three months] ended December 31, [removed: 2024,] [added: 2025,] 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:

[added: On December 16, 2025, Ryan Corbett, the Company’s Chief Financial Officer, adopted a Rule 10b5-1 trading] arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to [removed: 2,386,223] [added: 76,000] shares of the Company’s common stock, subject to certain conditions, from March 17, [removed: 2025,] [added: 2026,] through [removed: August 11, 2025.][added: October 30, 2026.]

On [removed: December 13, 2024, Mr. Corbett] [added: November 20, 2025, Elliot Hoops, the Company’s General Counsel and Secretary,] adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to [removed: 75,000] [added: 107,486] shares of the Company’s common stock, subject to certain conditions, from March [removed: 14, 2025,] [added: 16, 2026,] through [removed: December] [added: March] 31, [removed: 2025.][added: 2027.]