MP Materials 10-Q 2025-03-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended March 31, 2025

or

For the transition period from __________ to __________

Commission File Number: 001-39277

MP MATERIALS CORP.

(Exact name of registrant as specified in its charter)

1700 S. Pavilion Center Drive, Suite 800

Las Vegas, Nevada 89135

(702) 844-6111

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of May 2, 2025, the number of shares of the registrant’s common stock outstanding was 163,456,298.

MP MATERIALS CORP. AND SUBSIDIARIES

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References herein to the “Company,” “MP Materials,” “we,” “our,” and “us,” refer to MP Materials Corp. and its subsidiaries.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements included in this Quarterly Report on Form 10-Q for the three months ended March 31, 2025 (this “Form 10-Q”), 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,” “target,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this Form 10-Q or our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”), and on the current expectations of our management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond our control.

These forward-looking statements are subject to a number of risks and uncertainties, including:

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

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

• uncertainties relating to our commercial arrangements with Shenghe Resources (Singapore) International Trading Pte. Ltd., (“Shenghe”) an affiliate of Shenghe Resources Holding Co., Ltd., a global rare earth company listed on the Shanghai Stock Exchange, including relating to our recent decision to cease shipments of rare earth concentrate to China;

• uncertainties regarding our ability to resume shipments to, or renew our offtake agreement with, Shenghe;

• the heightened significance of, in the context of our cessation of shipments to China, the development of our downstream operations, including ramping our separation capabilities, and our ability to vertically integrate our value chain;

• recent and future volatility in the trading price of our common stock;

• fluctuations and uncertainties related to demand for and pricing of rare earth products;

• uncertainties regarding the growth of existing and emerging uses for rare earth products and the Company’s ability to compete with substitutions for such products;

• the intense competition within the rare earth mining and processing and magnetics industries;

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

• uncertainties relating to significant political, trade, and regulatory developments;

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

• unanticipated costs or delays associated with our Independence Facility or other future magnetics facilities;

• risks associated with our 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 NdFeB magnets and precursor products;

• uncertainties related to the Company’s ability to produce and supply NdFeB magnets and precursor products;

• the ability to convert current commercial discussions with customers for the sale of rare earth oxide and metal products, NdFeB magnets and other products into contracts;

• lower production volumes at the Mountain Pass Rare Earth Mine and Processing Facility due to power outages and interruptions, equipment failure, spare parts shortages, or process performance;

• increasing costs or limited access to raw materials that may adversely affect our profitability;

• fluctuations in transportation costs or disruptions in transportation services;

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• inability to meet individual customer specifications;

• diminished access to water;

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

• uncertainty in our estimates of rare earth mineral reserves;

• risks associated with work stoppages;

• a shortage of skilled technicians and engineers;

• loss of key personnel;

• risks associated with the inherent dangers involved in mining activity and manufacturing of magnet materials;

• risks associated with events outside of our control, such as natural disasters, climate change, wars or health epidemics or pandemics;

• risks related to technology systems and security breaches;

• ability to maintain satisfactory labor relations;

• ability to comply with various government regulations that are applicable to our business;

• ability to maintain our governmental licenses, registrations, permits, and approvals with numerous governmental agencies necessary for us to operate our business;

• risks relating to extensive and costly environmental regulatory requirements;

• risks associated with the terms of our convertible debt securities and related options or other hedging arrangements;

• 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 other factors described elsewhere in this Form 10-Q, included under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 1A, “Risk Factors” or as described in our Form 10-K, or as described in the other documents and reports we file with the Securities and Exchange Commission.

If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this Form 10-Q are more fully described within Part II, Item 1A, “Risk Factors” in this Form 10-Q and “Part I, Item 1A. Risk Factors” in our Form 10-K. Such risks are not exhaustive. New risk factors emerge from time to time, and it is not possible to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

In addition, statements of belief and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us, as applicable, as of the date of this Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.

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PART I—FINANCIAL INFORMATION

MP MATERIALS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

See accompanying notes to the Condensed Consolidated Financial Statements.

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MP MATERIALS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

See accompanying notes to the Condensed Consolidated Financial Statements.

T[able of

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The following discussion and analysis of financial condition, results of operations, liquidity and capital resources should be read in conjunction with, and is qualified in its entirety by, the unaudited Condensed Consolidated Financial Statements and the notes thereto included in this Quarterly Report on Form 10-Q (“Form 10-Q”), and the Consolidated Financial Statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Annual Report on Form 10-K for the year ended December 31, 2024 (“Form 10-K”). This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth under “Part II. Item 1A. Risk Factors” and elsewhere in this Form 10-Q and “Part I. Item 1A. Risk Factors” and elsewhere in our Form 10-K. See also “Cautionary Note Regarding Forward-Looking Statements.”

Business Overview

MP Materials Corp., including its subsidiaries (“we,” “our,” and “us”), is the largest producer of rare earth materials in the Western Hemisphere. We own and operate the Mountain Pass Rare Earth Mine and Processing Facility (“Mountain Pass”) located near Mountain Pass, San Bernardino County, California, the only rare earth mining and processing site of scale in North America. We are also developing a rare earth metal, alloy and magnet manufacturing facility in Fort Worth, Texas (“Independence” or the “Independence Facility”).

Our reportable segments, which are primarily based on our internal organizational structure and types of products, are our two operating segments—Materials and Magnetics. Where applicable, prior period amounts have been recast to conform to this segment reporting structure, which was modified during the fourth quarter of 2024.

The Materials segment operates Mountain Pass, which produces refined rare earth products as well as rare earth concentrate and related products. The Materials segment primarily generates revenue from (i) sales of rare earth concentrate, primarily sold for further distribution to a single, principal customer in China, and (ii) sales of neodymium-praseodymium (“NdPr”) oxide and metal, primarily sold to customers in Japan, South Korea, and broader Asia. On April 17, 2025, we announced that, in response to China’s retaliatory tariffs and export controls, we have ceased shipments of rare earth concentrate to China. See the “Recent Developments” and “Liquidity and Capital Resources” sections for further details.

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

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 “xEVs”) and wind turbines, as well as drones, defense systems, robotics and many other high-growth, advanced technologies. Our integrated operations combine low production costs with high environmental standards, thereby restoring American leadership to a critical industry with a strong commitment to sustainability.

Recent Developments

Cessation of Shipments to China and Stockpiling of Rare Earth Concentrate

During March and April 2025, the U.S. and China made a number of changes to their trade policies, including the implementation by China of increased tariffs that impacted our business and our products.

President Trump signed an Executive Order, titled “Immediate Measures to Increase American Mineral Production,” to encourage domestic production of critical minerals and reduce reliance on foreign imports. President Trump also ordered a probe into potential new tariffs on all U.S. critical minerals imports, with the Secretary of Commerce set to begin a national security review under Section 232 of the Trade Expansion Act of 1962 and provide a report within 180 days.

In addition, the U.S. implemented and increased tariffs on a wide array of imports from around 90 countries. These new and increased tariffs, along with other U.S. trade actions, precipitated retaliatory actions by foreign governments, including China, which imposed an escalating series of tariffs on U.S. products that culminated in a 125% tariff on U.S. imports into China. While President Trump recently announced a temporary 90-day pause on many of these tariffs, resulting in a parallel

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reprieve of many retaliatory tariffs, many of the tariffs imposed on U.S. exports to and imports from China remain in place, including the 125% tariff on U.S. imports that applies to our business.

In response to, and due to, among other considerations, the additional cost of, China’s retaliatory tariffs and export controls, on April 17, 2025, we announced the strategic decision to cease shipments of rare earth concentrate to China. Historically, through our Materials segment, we sold the vast majority of our rare earth concentrate to a single, principal customer in China, Shenghe Resources (Singapore) International Trading Pte. Ltd. (“Shenghe”), under the terms of the Offtake Agreement (as defined in Note 19, “Related-Party Transactions,” in the notes to the unaudited Condensed Consolidated Financial Statements). Sales of rare earth concentrate to Shenghe accounted for approximately 50% and 70% of our consolidated revenue for the three months ended March 31, 2025, and for the year ended December 31, 2024, respectively. Despite ceasing shipments to Shenghe, the Offtake Agreement continues in effect through expiration in January 2026 (subject to our option in our discretion to extend the term for an additional one year period) and would govern our future shipments of rare earth concentrate to Shenghe in the event that we resume shipping to China during the term of the agreement.

Since ceasing shipments of rare earth concentrate to China, we continue to produce concentrate, and to the extent not further processed and sold as separated product, we will stockpile that concentrate for future use. This includes potential sales to customers located outside of China. In addition, we are prioritizing accelerating our downstream operations, as well as focusing on generating sales of separated products to customers outside of China. We have also been in close contact with federal leaders, as well as in communications with manufacturers across critical industries that are in need of a source of materials and magnets.

The events described above have had, and are expected, at least in the near-term, to continue to have, a material negative impact on our business, operating results, financial performance and financial condition, cash flows and liquidity. However, whether such negative impact continues, and the significance, extent and duration of the impact, particularly in the longer-term, remains largely uncertain and dependent on future developments that cannot be accurately predicted at this time, such as: further actions that the U.S. government may take in encouraging domestic production of critical minerals and reducing reliance on foreign imports (including whether or not we receive any

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There have been no material changes in our market risk exposures from the information presented in Part II, Item 7A. “Quantitative and Qualitative Disclosures About Market Risk,” in our Annual Report on Form 10-K for the year ended December 31, 2024.

The Company’s management, under the supervision and with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of March 31, 2025. Based on this evaluation, our principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2025, to ensure that information required to be disclosed by the Company in reports we file or submit under the Exchange Act is (i) recorded, processed, summarized, evaluated and reported, as applicable, within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

There were no changes that occurred during the fiscal quarter covered by this Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may be subject to legal and governmental proceedings and claims in the ordinary course of business. We are not currently a party to any material legal or governmental proceedings, and, to our knowledge, none is threatened.

The Company’s business, reputation, results of operations and financial condition, as well as the price of the Company’s common stock, can be affected by a number of factors, whether currently known or unknown, including those described in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”). When any one or more of these risks materialize from time to time, the Company’s business, reputation, results of operations and financial condition, as well as the price of the Company’s common stock, can be materially and adversely affected. There have been no material changes to the risk factors disclosed in our Form 10-K, except as noted below.

Risks Related to our Business and Industry

Our business has been materially negatively impacted by recent actions by the U.S. government and China, including the implementation of tariffs and the taking of other actions with respect to their trade policies, and may continue to be impacted in the future by these and other actions, including by other countries; however, the significance, extent and duration of the impact, particularly in the longer-term, remain largely uncertain and dependent on future developments that cannot be accurately predicted at this time.

During March and April 2025, the U.S. and China made a number of changes to their trade policies, including the implementation by China of increased tariffs that impacted the Company’s business and its products and resulted in the Company making the strategic decision to cease shipments of rare earth concentrate to China.

President Trump signed an Executive Order, titled “Immediate Measures to Increase American Mineral Production,” to encourage domestic production of critical minerals and reduce reliance on foreign imports. President Trump also ordered a probe into potential new tariffs on all U.S. critical minerals imports, with the Secretary of Commerce set to begin a national security review under Section 232 of the Trade Expansion Act of 1962 and provide a report within 180 days.

In addition, the U.S. implemented and increased tariffs on a wide array of imports from around 90 countries. These new and increased tariffs, along with other U.S. trade actions, precipitated retaliatory actions by foreign governments, including

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China, which imposed an escalating series of tariffs on U.S. products that culminated in a 125% tariff on U.S. imports into China. While President Trump recently announced a temporary 90-day pause on many of these tariffs, resulting in a parallel reprieve of many retaliatory tariffs, many of the tariffs imposed on U.S. exports to, and imports from, China remain in place. The tariffs imposed by China include the 125% tariff on REE we produce and historically have supplied to the Chinese market. In addition, China imposed export restrictions on seven REEs and certain magnets, the market and geopolitical impact of which remains uncertain.

Since the recent policy changes, our engagement with federal leaders, as well as with manufacturers across critical industries that use rare earth materials and magnets, has greatly intensified. This has exposed greater opportunities for supportive policies in the short- or long-term and greater business development potential. However, there can be no assurances that we will receive any support or business from any such parties. Even if we were to negotiate an arrangement with any such parties to purchase our REE, there can be no assurances as to the timing, conditions, requirements, duration or other terms of any such arrangement.

The events described above have had, and are expected to continue to have at least in the near-term, a material negative impact on our business, operating results, financial performance and financial condition, cash flows and liquidity. However, whether such negative impact continues, and the significance, extent and duration of the impact, particularly in the longer-term, remain uncertain and dependent on future developments that cannot be accurately predicted at this time, such as: further actions that the U.S. government may take in encouraging domestic production of critical minerals and reducing reliance on foreign imports (including whether or not we receive any direct support from the U.S. government); further changes in trade policies in the U.S., China or other countries, including the implementation of new and retaliatory tariffs, increases in or reductions of existing tariffs, or the taking of other actions; if, when and to what extent we resume shipments of our rare earth concentrate to China; our ability to find, and enter into agreements with, additional or replacement customers for our rare earth concentrate; and our ability to accelerate our downstream operations and expansion and achieve our business milestones.

Any continued longer-term impacts of tariffs, export controls and other trade policies may also exacerbate other risks discussed in this “Risk Factors” section and the risks discussed in “Part I, Item 1A. Risk Factors” of our Form 10-K, any of which could have a material effect on our business, operating results, financial performance and financial condition, cash flows and liquidity.

We currently have ceased shipments of rare earth concentrate to China, and, as a result, have lost a principal source of revenue.

In response to China’s retaliatory tariffs and export controls, on April 17, 2025, we announced the strategic decision to cease shipments of rare earth concentrate to China. Historically, through our Materials segment, we sold the vast majority of our rare earth concentrate to Shenghe under the terms of the Offtake Agreement, and Shenghe typically sold 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.

As a result of the cessation of shipments to China, we have temporarily lost a principal source of revenue. Sales of rare earth concentrate to Shenghe accounted for approximately 50% and 70% of our consolidated revenue for the three months ended March 31, 2025, and for the year ended December 31, 2024, respectively. Even though we have ceased shipments to China, the Offtake Agreement continues in effect; however, we will not receive any future payments under the Offtake Agreement unless and until we resume shipments to Shenghe. In addition, the Offtake Agreement with Shenghe expires on January 16, 2026 (subject to our option in our discretion to extend the term for an additional one-year period). In the event that we are unable to renew our Offtake Agreement, and we are unable to find, and enter into agreements with, replacement customers to replace the refiners in China that have historically purchased our concentrate from Shenghe, it may have a material adverse impact on our business, operating results, financial performance and financial condition, cash flows and liquidity.

There can be no assurances that we will be able to find, and enter into agreements with, additional or replacement customers for our rare earth concentrate in the near-term or at all, or as to any support we may receive from, or any arrangement we may enter into with, the U.S. government or others that are in need of a source of materials and magnets, or whether or when we resume shipments of our rare earth concentrate to China, or that we will be able to renew the Offtake Agreement after its expiration on terms acceptable to us or at all, or that there will not be accounting charges or other implications as a result of the cessation of sales to China and the stockpiling of rare earth concentrate. Any of the foregoing would have a material adverse impact on our business, operating results, financial performance and financial condition, cash flows and liquidity.

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Given our recent decision to cease exports to China, the continued development of our midstream and downstream operations, including our separation capabilities, and our ability to vertically integrate our value chain, take on even greater significance to our business, operating results, financial performance and financial condition, cash flows and liquidity.

Since ceasing shipments of rare earth concentrate to China, we continue to produce concentrate, and to the extent not further processed and sold as separated product, we will stockpile that concentrate for future use. In addition, we are prioritizing our midstream and downstream operations, as well as focusing on generating sales of separated products to customers outside of China. Our continued growth depends on our ability to reach anticipated production rates for the separation of REE as part of the Stage II project at Mountain Pass, as well as to establish Stage III downstream capabilities at Independence to convert a portion of the REO produced at Mountain Pass into rare earth magnets and its precursor products to be marketed directly to end users.

Achieving these milestones is subject to numerous risks as further described in “Part I, Item 1A. Risk Factors” of our Form 10-K. If we are not successful in rapidly accelerating the development and expansion of our downstream operations, including reaching and maintaining expected production rates at Mountain Pass, and finishing the buildout of Independence, within the necessary timeframes or at all, it would have a material adverse impact on our business, operating results, financial performance and financial condition, cash flows and liquidity.

Risks Related to Our Common Stock

Our stock price has experienced (including recently), and may in the future experience, volatility, and you could lose all or part of your investment as a result.

The trading price of our common stock has historically (including recently) experienced, and may continue to experience, significant volatility, which could cause you to lose all or part of your investment. For example, as a result of the decrease in the market price of NdPr oxide in 2024, our NdPr Realized Price per KG decreased from $70 for the year ended December 31, 2023, to $51 for the year ended December 31, 2024. This negatively impacted our results of operations and cash flows, which, at times, has resulted in a decrease in the trading price and increased volatility of our common stock.

Most recently, as we are the only rare earth mining and processing site of scale in North America, our stock price has been impacted by announcements related to President Trump’s Executive Orders and other actions related to critical minerals, as well as the implementation of tariffs and other changes in trade policies. For example, the trading price of our common increased more than 16% during the course of the week ended April 18, 2025, and almost 70% since December 31, 2024. There are no assurances that our stock price will continue at this level for any period of time or will continue to be favorably impacted by President Trump’s Executive Orders and other actions related to critical minerals. Further, tariffs and other changes in trade policies, including the consequences of our ceasing shipments of rare earth concentrate to China, could outweigh the near-term positive impact on our stock price and result in a negative impact in the longer-term. The significance, extent and duration of tariffs and other recent events also remain largely uncertain and dependent on future developments that cannot be accurately predicted at this time, which could further lead to volatility in our stock price.

You may not be able to resell your shares at an attractive price due to a number of factors such as those listed in “Risks Relating to our Business and Industry” above and in our Form 10-K and the following: (a) fluctuations in demand for, and prices of, REE and magnet products; (b) results of operations that vary from the expectations of securities analysts and investors; (c) changes in expectations as to the Company’s future financial performance, including financial estimates and investment recommendations by securities analysts and investors; (d) declines in the market prices of stocks generally and market prices of mining-related companies in particular; (e) strategic actions by the Company or its competitors; (f) announcements by the Company or its competitors of significant contracts, acquisitions, joint ventures, other strategic relationships or capital commitments; (g) any significant change in the Company’s management; (h) changes in general economic or market conditions or trends in the Company’s industry or markets; (i) changes in business or regulatory conditions, including new laws or regulations or new interpretations of existing laws or regulations applicable to the Company’s business; (j) future sales of the Company’s common stock or other securities; (k) investor perceptions of the investment opportunity associated with the Company’s common stock relative to other investment alternatives; (l) the public’s response to press releases or other public announcements by the Company or third parties, including the Company’s filings with the SEC; (m) litigation involving the Company, the Company’s industry, or both, or investigations by regulators into the Company’s operations or those of our competitors; (n) guidance, if any, that the Company provides to the public, any changes in this guidance or the Company’s failure to meet this guidance; (o) the development and sustainability of an active trading market for the Company’s stock; (p) actions by institutional or activist stockholders; (q) declines in the market price of our stock as a result of negative reports on the Company by research firms that engage in short selling; (r) changes in accounting standards, policies,

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guidelines, interpretations or principles; and (s) other events or factors, including those resulting from natural disasters, war, acts of terrorism, health pandemics or responses to these events.

Volatility in our stock price could adversely affect our business and financing opportunities. These broad market and industry fluctuations may adversely affect the market price of our common stock, regardless of the Company’s actual operating performance. In addition, price volatility may be greater if the public float and trading volume of our common stock is low.

In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If the Company was involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from the Company’s business regardless of the outcome of such litigation.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

There were no shares repurchased during the three months ended March 31, 2025, and $375.0 million remains available for share repurchases under the Company’s share repurchase program. See Note 16, “Stockholders’ Equity and Stock-Based Compensation,” for additional information on the Company’s share repurchase program.

ITEM 4. MINE SAFETY DISCLOSURES

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 95.1 to this Form 10-Q for the quarterly period ended March 31, 2025.

Securities Trading Plans of Directors and Executive Officers

During the three months ended March 31, 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:

On February 26, 2025, Elliot D. Hoops, General Counsel and Secretary of the Company, adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 41,020 shares of the Company’s common stock, subject to certain conditions, from June 4, 2025, through June 3, 2026.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.