Item 1A. RISK FACTORS

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.