Item 1. FINANCIAL STATEMENTS

MP MATERIALS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(U.S dollars in thousands, except share and per share data)			June 30, 2025						December 31, 2024
Assets
Current assets
Cash and cash equivalents			$	261,535					$	282,442
Short-term investments			492,122						568,426
Total cash, cash equivalents and short-term investments			753,657						850,868
Accounts receivable, net of allowance for credit losses of $0 and $0, respectively (including related party)			21,821						18,874
Inventories			128,048						107,905
Income taxes receivable			23,805						23,672
Government grant receivable			19,273						19,799
Prepaid expenses and other current assets			13,791						10,204
Total current assets			960,395						1,031,322
Non-current assets
Property, plant and equipment, net			1,290,090						1,251,496
Operating lease right-of-use assets			9,139						8,680
Inventories			45,224						19,031
Intangible assets, net			6,772						7,370
Other non-current assets			24,567						15,659
Total non-current assets			1,375,792						1,302,236
Total assets			$	2,336,187					$	2,333,558
Liabilities and stockholders’ equity
Current liabilities
Accounts and construction payable			$	21,726					$	23,562
Accrued liabilities			74,447						64,727
Current portion of long-term debt			67,434						—
Deferred revenue			79,894						56,880
Other current liabilities			23,366						18,850
Total current liabilities			266,867						164,019
Non-current liabilities
Long-term debt, net of current portion			843,369						908,729
Deferred revenue			45,054						43,120
Operating lease liabilities			6,016						5,798
Deferred government grant			22,029						20,087
Deferred investment tax credit			26,428						25,502
Deferred income taxes			67,309						85,309
Other non-current liabilities			48,565						26,114
Total non-current liabilities			1,058,770						1,114,659
Total liabilities			1,325,637						1,278,678
Commitments and contingencies (Note 13)
Stockholders’ equity:
Preferred stock ($0.0001 par value, 50,000,000 shares authorized, none issued and outstanding in either period)			—						—
Common stock ($0.0001 par value, 450,000,000 shares authorized, 178,715,488 and 178,445,570 shares issued, and 163,465,706 and 163,195,788 shares outstanding, as of June 30, 2025, and December 31, 2024, respectively)			18						18
Additional paid-in capital			970,823						961,434
Retained earnings			266,782						320,302
Accumulated other comprehensive income (loss)			(26)						173
Treasury stock, at cost, 15,249,782 shares for both periods			(227,047)						(227,047)
Total stockholders’ equity			1,010,550						1,054,880
Total liabilities and stockholders’ equity			$	2,336,187					$	2,333,558

See accompanying notes to the Condensed Consolidated Financial Statements.

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MP MATERIALS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

			For the three months ended June 30,												For the six months ended June 30,
(U.S. dollars in thousands, except share and per share data)			2025						2024						2025						2024
Revenue (including related party)			$	57,393					$	31,258					$	118,203					$	79,942
Operating costs and expenses:
Cost of sales (excluding depreciation, depletion and amortization) (including related party)			50,431						41,463						99,262						77,057
Selling, general and administrative			27,429						21,434						51,595						42,701
Depreciation, depletion and amortization			20,777						18,210						42,161						36,595
Start-up costs			761						1,373						1,737						2,660
Advanced projects and development			2,496						1,886						2,970						6,092
Other operating costs and expenses (income), net			(619)						384						(862)						761
Total operating costs and expenses			101,275						84,750						196,863						165,866
Operating loss			(43,882)						(53,492)						(78,660)						(85,924)
Interest expense, net			(5,414)						(6,745)						(13,029)						(9,602)
Gain on early extinguishment of debt			—						—						—						46,265
Other income, net			6,572						12,084						21,790						24,741
Loss before income taxes			(42,724)						(48,153)						(69,899)						(24,520)
Income tax benefit			11,852						14,098						16,379						6,954
Net loss			$	(30,872)					$	(34,055)					$	(53,520)					$	(17,566)
Loss per share:
Basic			$	(0.19)					$	(0.21)					$	(0.33)					$	(0.10)
Diluted			$	(0.19)					$	(0.21)					$	(0.33)					$	(0.28)
Weighted-average shares outstanding:
Basic			163,834,693						165,344,511						163,799,713						169,950,658
Diluted			163,834,693						165,344,511						163,799,713						176,068,146

See accompanying notes to the Condensed Consolidated Financial Statements.

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MP MATERIALS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)

			For the three months ended June 30,												For the six months ended June 30,
(U.S. dollars in thousands)			2025						2024						2025						2024
Net loss			$	(30,872)					$	(34,055)					$	(53,520)					$	(17,566)
Other comprehensive income (loss), net of tax:
Change in net unrealized gains (losses) on available-for-sale securities			(35)						90						(209)						(185)
Foreign currency translation adjustments			10						(50)						10						(50)
Total comprehensive loss			$	(30,897)					$	(34,015)					$	(53,719)					$	(17,801)

See accompanying notes to the Condensed Consolidated Financial Statements.

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MP MATERIALS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

			Three months ended June 30, 2025 and 2024
			Preferred Stock												Common Stock												Additional Paid-in Capital						Retained Earnings						Accumulated Other Comprehensive Loss						Treasury Stock						Total Stockholders’ Equity
(U.S. dollars in thousands, except share data)			Shares						Amount						Shares						Amount
Balance as of April 1, 2025			—						$	—					163,445,597						$	18					$	965,487					$	297,654					$	(1)					$	(227,047)					$	1,036,111
Stock-based compensation			—						—						30,358						—						5,571						—						—						—						5,571
Shares used to settle payroll tax withholding			—						—						(10,249)						—						(235)						—						—						—						(235)
Net loss			—						—						—						—						—						(30,872)						—						—						(30,872)
Other comprehensive loss, net of tax			—						—						—						—						—						—						(25)						—						(25)
Balance as of June 30, 2025			—						$	—					163,465,706						$	18					$	970,823					$	266,782					$	(26)					$	(227,047)					$	1,010,550
Balance as of April 1, 2024			—						$	—					165,307,107						$	18					$	938,209					$	402,215					$	(130)					$	(202,558)					$	1,137,754
Stock-based compensation			—						—						35,624						—						5,473						—						—						—						5,473
Shares used to settle payroll tax withholding			—						—						(11,349)						—						(174)						—						—						—						(174)
Net loss			—						—						—						—						—						(34,055)						—						—						(34,055)
Other comprehensive income, net of tax			—						—						—						—						—						—						40						—						40
Balance as of June 30, 2024			—						$	—					165,331,382						$	18					$	943,508					$	368,160					$	(90)					$	(202,558)					$	1,109,038
			Six months ended June 30, 2025 and 2024
			Preferred Stock												Common Stock												Additional Paid-in Capital						Retained Earnings						Accumulated Other Comprehensive Income (Loss)						Treasury Stock						Total Stockholders’ Equity
(U.S. dollars in thousands, except share data)			Shares						Amount						Shares						Amount
Balance as of January 1, 2025			—						$	—					163,195,788						$	18					$	961,434					$	320,302					$	173					$	(227,047)					$	1,054,880
Stock-based compensation			—						—						464,117						—						13,266						—						—						—						13,266
Shares used to settle payroll tax withholding			—						—						(194,199)						—						(3,877)						—						—						—						(3,877)
Net loss			—						—						—						—						—						(53,520)						—						—						(53,520)
Other comprehensive loss, net of tax			—						—						—						—						—						—						(199)						—						(199)
Balance as of June 30, 2025			—						$	—					163,465,706						$	18					$	970,823					$	266,782					$	(26)					$	(227,047)					$	1,010,550
Balance as of January 1, 2024			—						$	—					178,082,383						$	17					$	979,891					$	385,726					$	145					$	—					$	1,365,779
Stock-based compensation			—						—						270,387						1						13,275						—						—						—						13,276
Shares used to settle payroll tax withholding			—						—						(249,663)						—						(4,124)						—						—						—						(4,124)
Repurchases of common stock			—						—						(13,012,388)						—						—						—						—						(202,558)						(202,558)
Common stock issued for services			—						—						240,663						—						3,737						—						—						—						3,737
Capped call options, net of tax			—						—						—						—						(49,271)						—						—						—						(49,271)
Net loss			—						—						—						—						—						(17,566)						—						—						(17,566)
Other comprehensive loss, net of tax			—						—						—						—						—						—						(235)						—						(235)
Balance as of June 30, 2024			—						$	—					165,331,382						$	18					$	943,508					$	368,160					$	(90)					$	(202,558)					$	1,109,038

See accompanying notes to the Condensed Consolidated Financial Statements.

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MP MATERIALS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

			For the six months ended June 30,
(U.S. dollars in thousands)			2025						2024
Operating activities:
Net loss			$	(53,520)					$	(17,566)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, depletion and amortization			42,161						36,595
Accretion of discount on short-term investments			(11,462)						(16,317)
Gain on early extinguishment of debt			—						(46,265)
Stock-based compensation expense			12,905						13,170
Amortization of debt issuance costs			2,074						1,891
Lower of cost or net realizable value reserve			6,736						17,753
Deferred income taxes			(17,936)						(6,954)
Other			(5,919)						928
Decrease (increase) in operating assets:
Accounts receivable (including related party)			(2,946)						1,570
Inventories			(52,441)						(41,541)
Government grant receivable			(10,883)						(4,837)
Prepaid expenses, other current and non-current assets			(4,289)						(3,815)
Increase (decrease) in operating liabilities:
Accounts payable and accrued liabilities			1,201						(6,862)
Deferred revenue			24,948						50,000
Deferred government grant			3,313						2,433
Other current and non-current liabilities			(795)						9,533
Net cash used in operating activities			(66,853)						(10,284)
Investing activities:
Additions to property, plant and equipment			(59,473)						(98,326)
Purchases of short-term investments			(683,815)						(833,705)
Proceeds from sales of short-term investments			80,387						90,695
Proceeds from maturities of short-term investments			690,942						852,210
Proceeds from return of investment in equity method investee			9,673						—
Proceeds from sale of property, plant and equipment			4,063						—
Proceeds from government awards used for construction			12,200						96
Net cash provided by investing activities			53,977						10,970
Financing activities:
Proceeds from issuance of long-term debt			—						747,500
Payment of debt issuance costs			—						(16,118)
Payments to retire long-term debt			—						(428,599)
Purchase of capped call options			—						(65,332)
Repurchases of common stock			—						(200,764)
Principal payments on debt obligations and finance leases			(3,857)						(1,197)
Tax withholding on stock-based awards			(3,877)						(4,124)
Net cash provided by (used in) financing activities			(7,734)						31,366
Net change in cash, cash equivalents and restricted cash			(20,610)						32,052
Cash, cash equivalents and restricted cash beginning balance			283,603						264,988
Cash, cash equivalents and restricted cash ending balance			$	262,993					$	297,040
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents			$	261,535					$	295,604
Restricted cash, current			918						1,087
Restricted cash, non-current			540						349
Total cash, cash equivalents and restricted cash			$	262,993					$	297,040

See accompanying notes to the Condensed Consolidated Financial Statements.

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MP MATERIALS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1—DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business: MP Materials Corp., including its subsidiaries (the “Company” or “MP Materials”), is the largest producer of rare earth materials in the Western Hemisphere. Headquartered in Las Vegas, Nevada, the Company owns and operates the Mountain Pass Rare Earth Mine and Processing Facility (“Mountain Pass”) located near Mountain Pass, San Bernardino County, California, the only rare earth mining and processing site of scale in North America. The Company is also developing a rare earth metal, alloy and magnet manufacturing facility in Fort Worth, Texas (the “Independence Facility”), where the Company produces and sells magnetic precursor products and anticipates manufacturing neodymium-iron-boron (“NdFeB”) permanent magnets by the end of 2025. The Company’s operations are organized into two reportable segments: Materials and Magnetics. See Note 20, “Segment Reporting,” for additional information.

The 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. 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 under the Shenghe Offtake Agreement to Shenghe, a related party of the Company (as such terms are defined in Note 19, “Related-Party Transactions”), that, in turn, typically sold such product to refiners in China. In April 2025, in response to China’s retaliatory tariffs and export controls, the Company made the strategic decision to cease shipments of rare earth concentrate to China. In July 2025, to align with the terms of the DoD Transaction Agreements (as defined in Note 22, “Subsequent Events”) and in further support of its domestic supply chain objectives, the Company agreed to cease all future sales of its products to China and determined it would not exercise its right to extend the term of the Shenghe Offtake Agreement when it expires in January 2026.

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. The Magnetics segment began generating revenue from sales of magnetic precursor products to General Motors Company (NYSE: GM) (“GM”) in the U.S. in the first quarter of 2025.

On July 10, 2025, the Company announced a public-private partnership with the United States Department of Defense (the “DoD”), as further described in Note 22, “Subsequent Events.” Under the terms of the agreements with the DoD, the Company will expand its Independence Facility and construct a second domestic magnet manufacturing facility (the “10X Facility”), accelerate and expand its heavy rare earth elements (“HREE”) refining capacity at Mountain Pass, and undertake several other growth initiatives. These commitments are underpinned by the long-term agreements with the DoD, including the purchase in full of all magnets produced at the 10X Facility with a minimum facility EBITDA (as defined in the offtake agreement with the DoD), a floor price commitment for all NdPr products sold or stockpiled, as well as other commitments and features as further described in Note 22, “Subsequent Events.” As part of the agreements with the DoD and as noted above, the Company will cease sales of all products to China and prioritize a vibrant domestic and ex-China supply chain for rare earth products.

The cash flows and profitability of the Company’s operations have historically been significantly affected by the market price of rare earth products, which are generally also impacted by taxes and tariffs. While this volatility will be reduced following the effectiveness of the floor price commitment under the agreements with the DoD, certain exposure to market prices remains. The prices of rare earth products are affected by numerous factors beyond the Company’s control. The products of the Company are sold globally, with a primary focus in the Asian market due to the refining, metallization, and magnet manufacturing capabilities of the region. See the “Concentration of Risk” section in Note 2, “Significant Accounting Policies,” for additional information. Rare earth products are critical inputs in hundreds of existing and emerging clean-tech applications including electric vehicles and wind turbines as well as robotics, drones, and defense applications.

Basis of Presentation: The unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the rules and regulations of the U.S. Securities and Exchange Commission and are presented in U.S. dollars. Accordingly, since they are interim statements, they do not include all of the information and notes required by GAAP for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

Results of operations and cash flows for the interim periods presented herein are not necessarily indicative of the results that would be achieved during a full year of operations or in future periods. These unaudited Condensed Consolidated Financial

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Statements and notes thereto should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s Form 10-K.

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES

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

Use of Estimates: The preparation of the unaudited Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities at the date of the unaudited Condensed Consolidated Financial Statements, and (iii) the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results may differ from those estimates.

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

As of June 30, 2025, Shenghe was the principal customer of the Materials segment and accounted for approximately 40% of the Company’s consolidated revenue for the six months ended June 30, 2025, the vast majority of which related to sales of concentrate, versus approximately 80% of the Company’s consolidated revenue for the six months ended June 30, 2024 (see Note 19, “Related-Party Transactions” for additional information). In July 2025, to align with the terms of the DoD Transaction Agreements and in further support of its domestic supply chain objectives, the Company ceased all further sales of its products to China and determined it would not exercise its right to extend the term of the Shenghe Offtake Agreement when it expires in January 2026.

Rare earth concentrate is not quoted on any major commodities market or exchange and demand for rare earth concentrate is currently constrained to a relatively limited number of refiners, a significant majority of which are based in China. Uncertainty exists as to the market price of rare earth oxide (“REO”) 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.

Because the Company’s revenue is primarily derived from the sale of or other arrangements related to rare earth products, shifts in the market price of these products, including the levying of taxes, tariffs, or other fees, may have a significant negative effect on the Company’s results of operations and cash flows, particularly in its Materials segment. Following the Company’s announcement of ceasing shipments of rare earth concentrate to China, rare earth concentrate revenues declined for the three months ended June 30, 2025, and with the cessation of all further sales to China starting in July 2025, the Company continues to focus on further processing the concentrate into separated rare earth products or stockpiling it for future use. However, the price protection commitment provided by the DoD under the DoD Transaction Agreements is designed to dampen the negative effects of these other market factors on the Materials segment, as are the demand-side commitments under the supply agreements with GM, the DoD and Apple with respect to the Magnetics segment.

Revenue Recognition: For certain product sales primarily within the Magnetics segment, the Company receives requests from a customer to temporarily hold purchased products at the Company’s facilities. These products are sold under terms included in bill-and-hold arrangements that may result in different timing for revenue recognition versus shipment. The Company recognizes revenue under these arrangements only when there is a substantive reason for the agreement, the ordered goods are identified separately as belonging to the customer, the goods are currently ready for physical transfer to the customer, and the Company does not have the ability to use the product or to direct it to another customer. Assuming these required revenue recognition criteria are met, revenue is recognized upon completion of product manufacture, which is the point in time control of the product transfers to the customer. See Note 14, “Revenue Recognition,” for additional information.

Performance-based Performance Stock Units: The Company recognizes the performance-based performance stock units’ (“performance-based PSUs”) grant-date fair value as compensation cost on a straight-line basis over the requisite service period if it is probable that a performance condition will be achieved. No compensation cost will be recognized for a performance condition that is not probable of being achieved. The Company will re-evaluate at the end of each reporting period whether or not a performance condition is probable of being achieved. If, based on this re-evaluation, the Company estimates an increase in overall compensation cost, then the Company will recognize a cumulative catch-up of compensation cost in the period of the re-evaluation. Alternatively, if the Company estimates a decrease in overall compensation cost, the Company will

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defer reversing compensation cost until achievement of the performance condition is estimated to be improbable. Previously recognized compensation costs related to forfeited awards will be reversed in the period the forfeiture actually occurs. See Note 16, “Stockholders’ Equity and Stock-Based Compensation,” for additional information.

Convertible Debt and Embedded Derivatives: The Company accounts for its convertible debt in accordance with Accounting Standards Codification (“ASC”) Subtopic 470-20, “Debt with Conversion and Other Options” (“ASC 470-20”), whereby the convertible instrument is initially accounted for as a single unit of account, unless it contains a derivative that must be bifurcated from the host contract in accordance with ASC Topic 815, “Derivatives and Hedging,” or the substantial premium model in ASC 470-20 applies. When it is determined that an embedded derivative is required to be bifurcated, the Company recognizes the bifurcated embedded derivative, measured at fair value, as a separate derivative asset or liability upon initial recognition and in subsequent periods at fair value with changes in fair value included in profit or loss each reporting period. As of June 30, 2025, the fair value of the redemption feature included in the portion of the 2030 Notes (as defined in Note 10, “Debt Obligations”) that were issued in December 2024 was $4.5 million and is included in “Other non-current assets” within the Company’s unaudited Condensed Consolidated Balance Sheets. The fair value of the same feature as of December 31, 2024, was not material. Changes in the fair value each reporting period are included in “Other income, net” within the Company’s unaudited Condensed Consolidated Statements of Operations. See Note 17, “Fair Value Measurements,” for additional information.

Recently Adopted Accounting Pronouncements: During the three and six months ended June 30, 2025, there were no accounting pronouncements adopted by the Company that had a material impact on the Company’s unaudited Condensed Consolidated Financial Statements. In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, “Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The Company adopted ASU 2023-07 on a retrospective basis as of December 31, 2024, for annual periods, and for interim periods beginning in 2025. See Note 20, “Segment Reporting,” for additional information.

Recently Issued Accounting Pronouncements: The Company is currently evaluating the effect of adopting ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income Expense Disaggregation Disclosures” and ASU No. 2024-04, “Induced Conversions of Convertible Debt Instruments” on its disclosures.

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NOTE 3—CASH, CASH EQUIVALENTS AND INVESTMENTS

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

			June 30, 2025																								December 31, 2024
(in thousands)			Amortized Cost Basis						Unrealized Gains						Unrealized Losses						Estimated Fair Value						Amortized Cost Basis						Unrealized Gains						Unrealized Losses						Estimated Fair Value
Cash:
Demand deposits			$	48,510					$	—					$	—					$	48,510					$	1,889					$	—					$	—					$	1,889
Cash equivalents:
Money market funds			108,220						—						—						108,220						164,477						—						—						164,477
U.S. Treasury securities			34,683						1						—						34,684						86,320						17						—						86,337
Commercial paper			69,954						1						(2)						69,953						29,731						8						—						29,739
Certificates of deposit			168						—						—						168						—						—						—						—
Total cash equivalents			213,025						2						(2)						213,025						280,528						25						—						280,553
Total cash and equivalents			261,535						2						(2)						261,535						282,417						25						—						282,442
Short-term investments:
U.S. agency securities			—						—						—						—						2,240						—						—						2,240
U.S. Treasury securities			492,157						5						(40)						492,122						544,410						222						(12)						544,620
Commercial paper			—						—						—						—						16,661						6						—						16,667
Certificates of deposit			—						—						—						—						4,897						2						—						4,899
Total short-term investments			492,157						5						(40)						492,122						568,208						230						(12)						568,426
Total cash, cash equivalents and short-term investments			$	753,692					$	7					$	(42)					$	753,657					$	850,625					$	255					$	(12)					$	850,868

The Company does not intend to sell, nor is it more likely than not that the Company will be required to sell any investments in unrealized loss positions before recovery of their amortized cost basis. The Company did not recognize any credit losses related to its available-for-sale investments during the three and six months ended June 30, 2025, and 2024. The unrealized losses on the Company’s available-for-sale investments were primarily due to unfavorable changes in interest rates subsequent to initial purchase. None of the available-for-sale investments held as of June 30, 2025, were in a continuous unrealized loss position for greater than 12 months and the unrealized losses and the related risk of expected credit losses were not material. The Company’s gross realized gains and losses were not material for the three and six months ended June 30, 2025 and 2024.

The Company’s interest and investment income, which is also included in “Other income, net” within the Company’s unaudited Condensed Consolidated Statements of Operations, was as follows:

			For the three months ended June 30,												For the six months ended June 30,
(in thousands)			2025						2024						2025						2024
Interest and investment income(1)			$	8,146					$	12,402					$	16,711					$	25,272

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

As of June 30, 2025, all outstanding available-for-sale investments had contractual maturities within one year and aggregated to a fair value of $596.9 million.

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NOTE 4—INVENTORIES

The Company’s inventories consisted of the following:

			June 30, 2025						December 31, 2024
(in thousands)
Raw materials and supplies, including spare parts			$	51,468					$	48,400
Mined ore stockpiles			22,257						31,142
Work in process			34,574						14,447
Finished goods			19,749						13,916
Total current inventories			128,048						107,905
Add: Non-current portion(1)			45,224						19,031
Total inventories			$	173,272					$	126,936

(1)Primarily represents stockpiled ore and stockpiled bastnaesite concentrate that are not expected to be processed within the next 12 months as well as certain raw materials that are not expected to be consumed within the next 12 months. The stockpiled ore and stockpiled concentrate amounts were $22.5 million and $10.2 million as of June 30, 2025, respectively, and $12.3 million and zero as of December 31, 2024, respectively.

As of June 30, 2025, and 2024, the Company recorded lower of cost or net realizable value reserves of $6.7 million and $17.8 million, respectively, on certain work in process and finished goods inventories. These amounts represent increases of $3.5 million and $11.8 million from the reserves recorded as of March 31, 2025, and 2024, respectively. The reserves were largely attributable to continued elevated carrying costs of the Company’s production of separated products given the current stage of ramping the midstream operations facilities to normalized production levels. Changes in the reserve are included in “Cost of sales (excluding depreciation, depletion and amortization) (including related party)” within the Company’s unaudited Condensed Consolidated Statements of Operations.

NOTE 5—PROPERTY, PLANT AND EQUIPMENT

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

			June 30, 2025						December 31, 2024
(in thousands)
Land and land improvements			$	43,028					$	42,789
Buildings and building improvements			99,714						96,961
Machinery and equipment			709,533						662,333
Assets under construction			226,202						202,544
Mineral rights			438,395						438,395
Property, plant and equipment, gross			1,516,872						1,443,022
Less: Accumulated depreciation and depletion			(226,782)						(191,526)
Property, plant and equipment, net			$	1,290,090					$	1,251,496

Additions to Property, Plant and Equipment: The Company capitalized expenditures related to property, plant and equipment of $66.2 million and $96.1 million for the six months ended June 30, 2025, and 2024, respectively, including amounts not yet paid (see Note 21, “Supplemental Cash Flow Information”) and excluding equipment purchased with promissory notes (see Note 10, “Debt Obligations”). The capitalized expenditures for the six months ended June 30, 2025 and 2024, related primarily to machinery, equipment and assets under construction to support the Company’s Independence Facility, as well as various projects at Mountain Pass, including the separations facility for heavy rare earth elements.

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

			For the three months ended June 30,												For the six months ended June 30,
(in thousands)			2025						2024						2025						2024
Depreciation expense			$	19,123					$	15,094					$	37,260					$	29,994
Depletion expense			$	1,288					$	2,763					$	4,168					$	5,895

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There were no property, plant and equipment impairments recognized for the three and six months ended June 30, 2025 and 2024.

NOTE 6—EQUITY METHOD INVESTMENT

The Company’s equity method investment balance, which is included in “Other non-current assets” within the Company’s unaudited Condensed Consolidated Balance Sheets, was zero and $9.1 million, as of June 30, 2025, and December 31, 2024, respectively, and pertained to the Company’s 49% equity interest in VREX Holdco Pte. Ltd. (“VREX Holdco”). VREX Holdco wholly owns Vietnam Rare Earth Company Limited (“VREX”), which owns and operates a metal processing plant and related facilities in Vietnam. At the time of the initial investment, the Company determined that VREX Holdco was a variable interest entity, but that the Company was not the primary beneficiary. Consequently, the Company did not consolidate VREX Holdco, and instead, accounted for its investment in VREX Holdco under the equity method of accounting as it had the ability to exercise significant influence, but not control, over VREX Holdco’s operating and financial policies.

The Company’s share of VREX Holdco’s net loss, which was included in “Other income, net” within the Company’s unaudited Condensed Consolidated Statements of Operations, was not material for the three and six months ended June 30, 2025 and 2024.

In May 2025, the Company sold its 49% interest in VREX Holdco back to VREX Holdco in exchange for a cash payment of $9.7 million. Upon the sale, the Company derecognized its VREX Holdco equity method investment carrying amount and recorded a gain of $1.3 million for the difference between the selling price and the investment’s carrying amount; the gain was included in “Other income, net” within the Company’s unaudited Condensed Consolidated Statements of Operations. No impairment charges were recorded during the three and six months ended June 30, 2025 and 2024.

NOTE 7—INTANGIBLE ASSETS

The Company’s intangible assets were as follows:

			June 30, 2025						December 31, 2024
(in thousands)
Intangible assets with definite lives:
Patent and intellectual property license			$	8,963					$	8,963
Less: Accumulated amortization			(2,191)						(1,593)
Intangible assets, net			$	6,772					$	7,370

Amortization expense related to amortizing intangible assets was $0.3 million and $0.6 million, respectively, for both the three and six months ended June 30, 2025 and 2024. No impairment charges were recorded during the three and six months ended June 30, 2025 and 2024.

NOTE 8—ASSET RETIREMENT AND ENVIRONMENTAL OBLIGATIONS

Asset Retirement Obligations

The Company estimates asset retirement obligations based on the requirements to reclaim certain land areas associated with mineral extraction activities and certain related facilities at Mountain Pass. Minor reclamation activities related to discrete portions of the Company’s operations are ongoing. As of June 30, 2025, the Company estimated a significant portion of the cash outflows for major reclamation activities, including the retirement of Mountain Pass, will be incurred beginning in 2053.

As of June 30, 2025, the credit-adjusted risk-free rate ranged between 6.5% and 11.5% depending on the timing of expected settlement and when the increment was recognized. There were no significant increments or decrements for the three and six months ended June 30, 2025 and 2024.

The non-current portions of the Company’s asset retirement obligations, which are included in “Other non-current liabilities” within the Company’s unaudited Condensed Consolidated Balance Sheets, were $7.5 million and $7.2 million as of June 30, 2025, and December 31, 2024, respectively. The current portions, which are included in “Other current liabilities” within the Company’s unaudited Condensed Consolidated Balance Sheets, were not material. The total estimated future undiscounted cash flows required to satisfy the Company’s asset retirement obligations were $51.5 million and $51.6 million as of June 30, 2025, and December 31, 2024, respectively.

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Environmental Obligations

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

As of June 30, 2025, the Company estimated the cash outflows related to these environmental activities will be incurred annually over the next 30 years but could be longer. The Company’s environmental obligations are measured at the expected value of future cash outflows discounted to their present value using a discount rate of 4.78%. There were no significant changes in the estimated remaining costs for the three and six months ended June 30, 2025 and 2024.

The total estimated aggregate undiscounted cost of $39.0 million and $39.5 million as of June 30, 2025, and December 31, 2024, respectively, principally related to groundwater monitoring and remediation activities required by state and local agencies. Based on the Company’s estimate of the cost and timing and the assumption that payments are considered to be fixed and reliably determinable, the Company has discounted the liability. The non-current portions of the Company’s environmental obligations, which are included in “Other non-current liabilities” within the Company’s unaudited Condensed Consolidated Balance Sheets, were $18.1 million as of both June 30, 2025, and December 31, 2024. The current portions, which are included in “Other current liabilities” within the Company’s unaudited Condensed Consolidated Balance Sheets, were not material.

Financial Assurances

The Company is required to provide certain government agencies with financial assurances relating to closure and reclamation obligations. As of June 30, 2025, and December 31, 2024, the Company had financial assurance requirements of $45.4 million and $45.5 million, respectively, which were satisfied with surety bonds placed with applicable California state and regional agencies.

NOTE 9—ACCRUED LIABILITIES

The Company’s accrued liabilities consisted of the following:

			June 30, 2025						December 31, 2024
(in thousands)
Accrued payroll and related			$	13,772					$	17,370
Accrued construction costs			40,307						36,016
Accrued taxes			2,162						4,039
Other accrued liabilities			18,206						7,302
Accrued liabilities			$	74,447					$	64,727

NOTE 10—DEBT OBLIGATIONS

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

			June 30, 2025																		December 31, 2024
(in thousands)			Principal Amount						Unamortized Debt Issuance Costs						Carrying Amount						Principal Amount						Unamortized Debt Issuance Costs						Carrying Amount
Convertible Notes due 2026			$	67,699					$	(265)					$	67,434					$	67,699					$	(440)					$	67,259
Convertible Notes due 2030			862,793						(19,424)						843,369						862,793						(21,323)						841,470
Total long-term debt			$	930,492					$	(19,689)					910,803						$	930,492					$	(21,763)					908,729
Less: Current portion															(67,434)																		—
Total long-term debt, net of current portion															$	843,369																	$	908,729

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Convertible Notes due 2026

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

In March 2024, contemporaneous with the pricing of the 2030 Notes (as defined below), the Company entered into privately negotiated transactions with certain holders of the 2026 Notes to repurchase $400.0 million in aggregate principal amount of the 2026 Notes, using $358.0 million of the net proceeds from the offering of the 2030 Notes. The price the Company paid to repurchase the 2026 Notes, 89.5% of par value, was the same for each lender and approximated the trading price of the 2026 Notes at the time of the repurchases. Subsequent to the issuance of the 2030 Notes, the Company repurchased an additional $80.0 million in aggregate principal amount of the 2026 Notes in open market transactions for $70.6 million. As a result of these repurchases in the first quarter of 2024, the Company recorded a $46.3 million gain on early extinguishment of debt included within the Company’s unaudited Condensed Consolidated Statements of Operations for the six months ended June 30, 2024.

The remaining 2026 Notes outstanding mature, unless earlier converted, redeemed or repurchased, on April 1, 2026, and become convertible at the option of the holder beginning on January 1, 2026, through the business day immediately preceding the maturity date. The initial conversion price of the remaining 2026 Notes is approximately $44.28 per share, or 22.5861 shares per $1,000 principal amount of notes, subject to adjustment upon the occurrence of certain events. As of June 30, 2025, the 2026 Notes are included in “Current portion of long-term debt” within the Company’s unaudited Condensed Consolidated Balance Sheets due to the 2026 Notes becoming convertible within one year.

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

Convertible Notes due 2030

In March 2024, the Company issued $747.5 million in aggregate principal amount of 3.00% unsecured convertible senior notes that mature, unless earlier converted, redeemed or repurchased, on March 1, 2030 (the “2030 Notes” and, together with the 2026 Notes, the “Convertible Notes”), at a price of par. Interest on the 2030 Notes is payable on March 1st and September 1st of each year, beginning on September 1, 2024.

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

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

Capped Call Options

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

The Capped Call Options are expected generally to reduce the potential dilution to the Company’s common stock upon conversion of the 2030 Notes and/or offset cash payments the Company is required to make in excess of the principal amount of the converted 2030 Notes, as the case may be, in the event that the market price per share of the Company’s common stock, as measured under the terms of the Capped Call Options, is greater than the strike price of the Capped Call Options, which

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initially corresponds to the initial conversion price of the 2030 Notes, or approximately $21.74 per share of common stock, with such reduction and/or offset subject to an initial cap of $31.06 per share of the Company’s common stock.

The Capped Call Options are separate transactions, entered into by the Company with each of the Counterparties, and are not part of the terms of the 2030 Notes. Holders of the 2030 Notes will not have any rights with respect to the Capped Call Options. The Capped Call Options meet the criteria for classification as equity and, as such, are not remeasured each reporting period. During the first quarter of 2024, the Company paid $65.3 million for the Capped Call Options, which was recorded as a reduction to “Additional paid-in capital” within the Company’s unaudited Condensed Consolidated Balance Sheets along with the offsetting associated deferred tax impact of $16.1 million.

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

Interest cost related to the Convertible Notes was as follows:

			For the three months ended June 30,												For the six months ended June 30,
(in thousands)			2025						2024						2025						2024
Coupon interest			$	6,513					$	5,737					$	13,026					$	7,651
Amortization of debt issuance costs			1,041						978						2,074						1,891
Convertible Notes interest cost			$	7,554					$	6,715					$	15,100					$	9,542

The debt issuance costs associated with the 2026 Notes and the 2030 Notes are being amortized to interest expense over the terms of each note at effective interest rates of 0.51% and 3.52%, respectively. The remaining terms of the 2026 Notes and the 2030 Notes were 0.8 year and 4.7 years, respectively, as of June 30, 2025.

As of both June 30, 2025, and December 31, 2024, accrued and unpaid interest pertaining to the Convertible Notes was $8.7 million, and is included in “Other current liabilities” within the Company’s unaudited Condensed Consolidated Balance Sheets.

Equipment Notes

In December 2024, the Company entered into a secured uncommitted non-revolving credit facility (the “Uncommitted Credit Facility”) with Caterpillar Financial Services Corporation, providing an aggregate borrowing capacity of $25.0 million, which the Company may use only to finance agreed-upon equipment. During the six months ended June 30, 2025, the Company executed promissory notes under the Uncommitted Credit Facility to finance new equipment, including trucks and wheel loaders, for use at Mountain Pass. As of June 30, 2025, the Company had no available borrowing capacity under the Uncommitted Credit Facility. The Company’s equipment notes, which are secured by the purchased equipment, have terms of between 4 years to 6 years and fixed interest rates of between 6.7% and 7.4% per annum. The purchase of equipment through the execution of these notes is disclosed as a non-cash investing and financing activity in Note 21, “Supplemental Cash Flow Information.”

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

			June 30, 2025						December 31, 2024
(in thousands)
Equipment notes
Current			$	3,800					$	2,098
Non-current			22,403						539
			$	26,203					$	2,637

As of June 30, 2025, none of the agreements governing the Company’s indebtedness contain financial covenants.

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NOTE 11—LEASES

The Company has operating and finance leases for corporate office space, warehouses, vehicles and equipment used in its operations. The Company’s lease agreements do not contain material residual value guarantees or restrictive covenants. As of June 30, 2025, the Company was not reasonably certain of exercising any material purchase, renewal, or termination options contained within its lease agreements. No right-of-use asset impairment charges were recorded during the three and six months ended June 30, 2025 and 2024.

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

			Location on Unaudited Condensed Consolidated Balance Sheets						June 30, 2025						December 31, 2024
(in thousands)
Operating leases:
Right-of-use assets			Operating lease right-of-use assets						$	9,139					$	8,680
Operating lease liability, current			Other current liabilities						$	1,411					$	1,066
Operating lease liability, non-current			Operating lease liabilities						6,016						5,798
Total operating lease liabilities									$	7,427					$	6,864
Finance leases:
Right-of-use assets			Other non-current assets						$	769					$	905
Finance lease liability, current			Other current liabilities						$	158					$	517
Finance lease liability, non-current			Other non-current liabilities						183						218
Total finance lease liabilities									$	341					$	735

NOTE 12—INCOME TAXES

The Company calculates the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate to its year-to-date pretax book income or loss. The tax effects of discrete items, including but not limited to, excess tax benefits or deficiencies associated with stock-based compensation, valuation allowance adjustments based on new evidence, and enactment of tax laws, are reported in the interim period in which they occur. The effective tax rate (income tax expense or benefit as a percentage of income or loss before income taxes) including discrete items was 27.7% and 23.4% for the three and six months ended June 30, 2025, respectively, as compared to 29.3% and 28.4% for the three and six months ended June 30, 2024, respectively. The Company’s effective income tax rate can vary from period to period depending on, among other factors, percentage depletion, executive compensation deduction limitations, the Section 45X Advanced Manufacturing Production Credit (the “45X Credit”), and changes to its valuation allowance against deferred tax assets. Certain of these and other factors, including the Company’s history and future reversals of existing taxable temporary differences, are considered in assessing its ability to realize its net deferred tax assets. As of June 30, 2025, the Company provided a valuation allowance against certain state tax credits that it believes, based on the weight of available evidence, are not more likely than not to be realized.

In March 2024, the Company was awarded a $58.5 million Section 48C Qualifying Advanced Energy Project Tax Credit (the “48C Credit”) to advance the construction on the Independence Facility. The 48C Credit is an investment tax credit equal to 30% of qualified investments for certified projects that meet prevailing wage and apprenticeship requirements and are placed in service after the date of the award. The 48C Credit is not eligible for direct pay (i.e., it is nonrefundable); however, it is transferable to an unrelated taxpayer at a negotiated rate. The current and noncurrent portions of the 48C Credit recognized are included in “Other current liabilities” and “Deferred investment tax credit,” respectively, within the Company’s unaudited Condensed Consolidated Balance Sheets.

NOTE 13—COMMITMENTS AND CONTINGENCIES

Litigation: The Company may become party to lawsuits, administrative proceedings, and government investigations, including environmental, regulatory, construction, and other matters, in the ordinary course of business. Large, and sometimes unspecified, damages or penalties may be sought in some matters, and certain matters may require years to resolve. Other than

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the matter described below, the Company is not aware of any pending or threatened litigation that it believes would have a material adverse effect on its unaudited Condensed Consolidated Financial Statements.

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

NOTE 14—REVENUE RECOGNITION

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

			For the three months ended June 30,												For the six months ended June 30,
(in thousands)			2025						2024						2025						2024
Revenue category by segment
Materials segment
Rare earth concentrate			$	11,877					$	24,426					$	41,992					$	64,502
NdPr oxide and metal			25,045						6,531						49,366						14,858
Other revenue			610						301						1,793						582
Total Materials segment revenue			$	37,532					$	31,258					$	93,151					$	79,942
Magnetics segment
Magnetic precursor products			$	19,861					$	—					$	25,052					$	—
Total revenue			$	57,393					$	31,258					$	118,203					$	79,942

Rare earth concentrate revenue was primarily generated from sales to Shenghe under the Shenghe Offtake Agreement. The sales price of rare earth concentrate sold to Shenghe was based on a preliminary market price (net of taxes, tariffs, and certain other agreed charges) per MT and estimated exchange rate between the Chinese yuan and the U.S. dollar, with an adjustment for the ultimate market price of the product realized by Shenghe upon sales to their customers, including the impact of changes in the exchange rate between the Chinese yuan and the U.S. dollar.

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

Magnetic precursor products revenue commenced in the first quarter of 2025 and was generated from sales of NdPr metal produced at the Independence Facility under the long-term supply agreement with GM. During the three and six months ended June 30, 2025, the Company recognized $19.9 million and $25.1 million, respectively, of revenue under a bill-and-hold arrangement, under which control of the product transfers to the customer, but the product remains in the physical possession of the Company. The performance obligation is satisfied at the point in time the finished product is packaged, segregated and ready for shipment to GM. There were no bill-and-hold transactions during the three and six months ended June 30, 2024.

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

Contract liabilities, commonly referred to as deferred revenue, represent the Company’s obligation to transfer goods or services to a customer for which the Company has received consideration or has the unconditional right to receive consideration in advance of such transfer. Deferred revenue decreases as revenue is recognized from the satisfaction of the related performance obligations.

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The following table summarizes the activity of the Company’s deferred revenue:

(in thousands)			For the six months ended June 30,
			2025						2024
Beginning balance(1)			$	100,000					$	—
Additions to deferred revenue			50,000						50,000
Revenue recognized during the period(2)			(25,052)						—
Ending balance(1)			$	124,948					$	50,000
(1) Contract liabilities are included as current and non-current deferred revenue in the Company’s unaudited Condensed Consolidated Balance Sheets based on the Company’s expectation of when the performance obligations will be satisfied.
(2) All of the revenue recognized during the period was included in the beginning deferred revenue balance. For the three months ended June 30, 2025, and 2024, the Company recognized $19.9 million and zero, respectively, of revenue that was included in the deferred revenue balance at the beginning of the period.

Pursuant to the long-term agreement with GM, GM prepaid to the Company $50.0 million in April 2025 and $100.0 million during the year ended December 31, 2024, for magnetic precursor products. The $50.0 million received in April 2025 was the final prepayment for magnetic precursor products under the long-term agreement with GM.

As of June 30, 2025, the Company classified $79.9 million of the $124.9 million total remaining prepayment as current deferred revenue and $45.1 million as non-current deferred revenue in its unaudited Condensed Consolidated Balance Sheets based on the Company’s expectation of when the performance obligations will be satisfied. The Company currently estimates that the performance obligations associated with the current deferred revenue will be satisfied within one year after June 30, 2025, and between approximately one and two years after the same date for the non-current deferred revenue. The Company’s estimate of when the performance obligations will be satisfied and revenue will be recognized is dependent upon the timing of the production ramp of NdPr metal at the Independence Facility. There were no other deferred revenue balances as of both June 30, 2025 and December 31, 2024.

NOTE 15—GOVERNMENT GRANTS

Asset-Based Grants: In February 2022, the Company was awarded a $35.0 million contract by the Department of Defense Office of Industrial Base Analysis and Sustainment program to design and build a facility to process heavy rare earth elements (“HREE”) at Mountain Pass (the “HREE Facility”) (the “HREE Production Project Agreement”). The funds received pursuant to the HREE Production Project Agreement reduce the carrying amount of the fixed assets associated with the HREE Facility. During the six months ended June 30, 2025, the Company received $12.2 million from the DoD under the HREE Production Project Agreement. No such funds were received from the DoD during the six months ended June 30, 2024.

Income-Based Grants: In August 2022, the U.S. government enacted the Inflation Reduction Act of 2022, which, among other things, promotes clean energy adoption by providing several tax incentives for the domestic production and sale of eligible components. Specifically, the 45X Credit provides a credit equal to 10% of eligible “production costs incurred” with respect to the production and sale of critical minerals, including NdPr oxide.

As of June 30, 2025, and December 31, 2024, the government grant receivable balance and deferred government grant within the Company’s unaudited Condensed Consolidated Balance Sheets pertained to the 45X Credit. The non-current portion of government grant receivable, which is included in “Other non-current assets,” was $11.4 million and zero as of June 30, 2025 and December 31, 2024, respectively. The current portion of deferred government grant, which is included in “Other current liabilities,” was $2.3 million and $2.0 million as of June 30, 2025 and December 31, 2024, respectively.

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

			For the three months ended June 30,												For the six months ended June 30,
(in thousands)			2025						2024						2025						2024
Cost of sales (excluding depreciation, depletion and amortization) (including related party)			$	3,855					$	1,936					$	7,118					$	2,405
Selling, general and administrative			$	75					$	—					$	452					$	—
Depreciation, depletion and amortization			$	549					$	461					$	1,084					$	916

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NOTE 16—STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION

Treasury Stock

In March 2024, the Company’s Board of Directors approved a share repurchase program (the “Program”) effective for one year under which the Company became authorized to repurchase up to an aggregate amount of $300.0 million of the Company’s outstanding common stock. In August 2024, the Company’s Board of Directors approved a $300.0 million increase to the Program, bringing the total authorized amount to $600.0 million. The Program was also extended and was effective until August 30, 2026. The authorization did not require the purchase of any minimum number of shares.

As of June 30, 2025, $375.0 million was available for additional share repurchases under the Program. On July 11, 2025, pursuant to the terms of the DoD Transaction Agreements, the Company terminated the Program. See Note 22, “Subsequent Events” for additional information regarding the DoD Transaction Agreements.

During the six months ended June 30, 2024, the Company repurchased 13.0 million shares of its common stock at an aggregate cost of $200.8 million. Of the number of shares repurchased during the six months ended June 30, 2024, 12.3 million were repurchased in March 2024 contemporaneous with the 2030 Notes offering using $191.6 million of the net proceeds from such offering. The shares repurchased in connection with the 2030 Notes offering were privately negotiated transactions with or through one of the initial purchasers of the 2030 Notes or its affiliate at a price of $15.53 per share, which was equal to the closing price per share of common stock on the date of such transactions. No shares were repurchased during the three and six months ended June 30, 2025 and the three months ended June 30, 2024.

Stock-Based Compensation

2020 Incentive Plan: In November 2020, the Company’s stockholders approved the MP Materials Corp. 2020 Stock Incentive Plan (the “2020 Incentive Plan”), which permits the Company to issue stock options (incentive and/or non-qualified); stock appreciation rights (“SARs”); restricted stock, restricted stock units (“RSUs”) and other stock awards (collectively, the “Stock Awards”); and performance awards, which vest contingent upon the attainment of either or a combination of market- or performance-based goals. As of June 30, 2025, the Company has not issued any stock options or SARs and there were 4,688,821 shares available for future grants under the 2020 Incentive Plan.

Performance-Based PSUs**:** In March 2025, pursuant to the 2020 Incentive Plan, the Compensation Committee of the Company’s Board of Directors adopted a performance share plan (the “2025 Performance Share Plan”). Pursuant to the 2025 Performance Share Plan, during the six months ended June 30, 2025, the Company granted 235,533 of performance-based PSUs at target, all of which cliff vest after a requisite performance period of three years. The performance-based PSUs have a requisite service period of approximately three years and have the potential to be earned in 50% increments between 0% and 200% of the number of granted awards depending on the achievement of the performance conditions. The fair value of these performance-based PSUs was determined using the Company’s stock price on the grant date.

The Company’s stock-based compensation was recorded as follows:

			For the three months ended June 30,												For the six months ended June 30,
(in thousands)			2025						2024						2025						2024
Cost of sales (excluding depreciation, depletion and amortization) (including related party)			$	714					$	617					$	2,748					$	2,076
Selling, general and administrative			4,586						4,776						9,701						10,538
Start-up costs			127						121						331						235
Advanced projects and development			125						189						125						321
Total stock-based compensation expense			$	5,552					$	5,703					$	12,905					$	13,170
Stock-based compensation capitalized to property, plant and equipment, net(1)			$	957					$	(230)					$	2,236					$	106

(1)Includes the impact of forfeitures recognized during the three and six months ended June 30, 2024.

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NOTE 17—FAIR VALUE MEASUREMENTS

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

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

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

Cash, Cash Equivalents and Restricted Cash

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

Short-term Investments

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

Derivative Instrument

The Company’s derivative instrument pertains to the redemption feature included in the portion of the 2030 Notes that were issued in December 2024. This instrument’s fair value is measured using a binomial lattice model, which utilizes observable inputs (e.g., the Company’s stock price) and unobservable inputs (e.g., the expected volatility and instrument specific discount rate) that cause the valuation measurements to be classified as Level 3. The significant unobservable inputs used in the determination of the fair value of instruments classified as Level 3 have an inherent measurement uncertainty that, if changed, could result in higher or lower fair value measurements of the derivative instrument as of the reporting date. The following assumptions were used within the model:

Valuation Assumptions:						June 30, 2025
Expected volatility						60.9		%
Risk-free interest rate						3.8		%
Discount rate						8.8		%
Dividend yield						—		%
Term to maturity						4.7 years
Stock price						$	33.27

Convertible Notes

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

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Equipment Notes

The fair value of the Company’s equipment notes is based on inputs that are directly observable for substantially the full term of the liability and is classified as a Level 2 measurement. Model-based valuation techniques for which all significant inputs are observable in active markets were used to calculate the fair values of liabilities classified within Level 2 of the fair value hierarchy.

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

			June 30, 2025
(in thousands)			Carrying Amount						Fair Value						Level 1						Level 2						Level 3
Financial assets:
Cash and cash equivalents			$	261,535					$	261,535					$	261,535					$	—					$	—
Short-term investments			$	492,122					$	492,122					$	492,122					$	—					$	—
Restricted cash			$	1,458					$	1,458					$	1,458					$	—					$	—
Derivative instrument			$	4,468					$	4,468					$	—					$	—					$	4,468
Financial liabilities:
2026 Notes			$	67,434					$	69,864					$	69,864					$	—					$	—
2030 Notes			$	843,369					$	1,495,333					$	1,495,333					$	—					$	—
Equipment notes			$	26,203					$	26,745					$	—					$	26,745					$	—

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

The following table summarizes the changes in fair value of the Company’s Level 3 assets measured on a recurring basis:

(in thousands)						Derivative Instrument
Balance as of January 1, 2025						$	—
Included in earnings(1)						4,468
Balance as of June 30, 2025						$	4,468

(1)The gain is included in “Other income, net” within the Company’s unaudited Condensed Consolidated Statements of Operations.

NOTE 18—EARNINGS (LOSS) PER SHARE

Basic earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period. Diluted earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method or the if-converted method, as applicable. During the periods when there is a net loss, potentially dilutive common stock equivalents have been excluded from the calculation of diluted loss per share as their effect is anti-dilutive.

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

			For the three months ended June 30,												For the six months ended June 30,
			2025						2024						2025						2024
Weighted-average shares outstanding, basic			163,834,693						165,344,511						163,799,713						169,950,658
Assumed conversion of 2026 Notes			—						—						—						6,117,488
Weighted-average shares outstanding, diluted			163,834,693						165,344,511						163,799,713						176,068,146

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

			For the three months ended June 30,												For the six months ended June 30,
			2025						2024						2025						2024
2030 Notes			39,683,215						34,380,440						39,683,215						34,380,440
Restricted stock			—						342,601						—						342,601
RSUs			1,765,358						1,869,835						1,765,358						1,869,835
PSUs			397,729						—						397,729						—
Total			41,846,302						36,592,876						41,846,302						36,592,876

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

			For the three months ended June 30,												For the six months ended June 30,
(in thousands, except share and per share data)			2025						2024						2025						2024
Calculation of basic loss per share:
Net loss			$	(30,872)					$	(34,055)					$	(53,520)					$	(17,566)
Weighted-average shares outstanding, basic			163,834,693						165,344,511						163,799,713						169,950,658
Basic loss per share			$	(0.19)					$	(0.21)					$	(0.33)					$	(0.10)
Calculation of diluted loss per share:
Net loss			$	(30,872)					$	(34,055)					$	(53,520)					$	(17,566)
Interest expense, net of tax(1):
2026 Notes(2)			—						—						—						760
Gain on early extinguishment of debt(1)(2)(3)			—						—						—						(33,145)
Diluted loss			$	(30,872)					$	(34,055)					$	(53,520)					$	(49,951)
Weighted-average shares outstanding, diluted			163,834,693						165,344,511						163,799,713						176,068,146
Diluted loss per share			$	(0.19)					$	(0.21)					$	(0.33)					$	(0.28)

(1)The six months ended June 30, 2024, were tax-effected at a rate of 28.4%.

(2)The 2026 Notes were antidilutive for the three and six months ended June 30, 2025 and for the three months ended June 30, 2024. Convertible debt becomes antidilutive whenever the combined impact of interest expense and any gains or losses recognized on actual settlements of convertible debt (net of tax) per common share obtainable upon conversion exceeds basic earnings or loss per share.

(3)Pertains to the 2026 Notes, a portion of which were repurchased during the six months ended June 30, 2024.

In connection with the issuance of the 2030 Notes in March 2024, the Company entered into Capped Call Options, which were not included for purposes of calculating the number of diluted shares outstanding, as their effect would have been anti-dilutive. The Capped Call Options are expected to partially offset the potential dilution to the Company’s common stock upon any conversion of the 2030 Notes. The Company has not exercised any of the Capped Call Options as of June 30, 2025.

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

NOTE 19—RELATED-PARTY TRANSACTIONS

Shenghe Offtake Agreement: In January 2024, the Company entered into an offtake agreement (the “Shenghe Offtake Agreement”) with Shenghe Resources (Singapore) International Trading Pte. Ltd. (“Shenghe”), a majority-owned subsidiary of Leshan Shenghe Rare Earth Co., Ltd. whose ultimate parent is Shenghe Resources Holding Co., Ltd., a leading global rare earth company listed on the Shanghai Stock Exchange. The Shenghe Offtake Agreement replaced and extended the offtake agreement with Shenghe entered into in March 2022.

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

In April 2025, in response to China’s retaliatory tariffs and export controls, the Company announced the strategic decision to cease shipments of rare earth concentrate to China, which significantly reduced the sales made to Shenghe under the terms of the Shenghe Offtake Agreement for the three months ended June 30, 2025. Furthermore, in July 2025, to align with the terms of the DoD Transaction Agreements, the Company ceased making any additional sales under the Shenghe Offtake Agreement and determined that it would not exercise its right to extend the term of the Shenghe Offtake Agreement when it expires in January 2026. See Note 22, “Subsequent Events” for additional information regarding the DoD Transaction Agreements.

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

During the second quarter of 2025, after all required regulatory approvals were received, the Company sold its 49% interest in VREX Holdco in exchange for a cash payment of $9.7 million. See Note 6, “Equity Method Investment,” for additional information.

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

			For the three months ended June 30,												For the six months ended June 30,
(in thousands)			2025						2024						2025						2024
Revenue:
Rare earth concentrate			$	11,877					$	24,426					$	41,992					$	64,502
NdPr oxide and metal			$	518					$	1,699					$	9,315					$	2,245
Cost of sales (excluding depreciation, depletion and amortization)			$	8,637					$	21,477					$	31,461					$	40,709

Purchases of Materials and Supplies: The Company purchases certain reagent products (generally produced by an unrelated third-party manufacturer) used in the flotation process, as well as other materials from Shenghe in the ordinary course of business. Total purchases were zero and $16.1 million for the three and six months ended June 30, 2025, respectively, as compared to $1.2 million and $2.3 million for the three and six months ended June 30, 2024, respectively.

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Accounts Receivable: As of June 30, 2025, and December 31, 2024, $8.1 million and $14.9 million, respectively, of the accounts receivable as stated within the Company’s unaudited Condensed Consolidated Balance Sheets, were receivable from and pertained to sales made to Shenghe in the ordinary course of business.

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

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

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

NOTE 20—SEGMENT REPORTING

The Company’s reportable segments, which are primarily based on the Company’s internal organizational structure and types of products, are its two operating segments—Materials and Magnetics (no operating segments have been aggregated). 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 generates revenue primarily from (i) sales of rare earth concentrate, which was historically primarily sold for further distribution to a single customer in China, and (ii) sales of NdPr oxide and metal, primarily sold to customers in Japan, South Korea, and broader Asia. Refer to the “Concentration of Risk” section in Note 2, “Significant Accounting Policies,” and Note 19, “Related-Party Transactions,” for additional information.

The Magnetics segment operates the Independence Facility, where the Company produces and sells magnetic precursor products and anticipates manufacturing NdFeB permanent magnets by the end of 2025. The first sales of magnetic precursor products, including NdPr metal, were made to GM and were recognized during the first quarter of 2025.

The CODM uses Segment Adjusted EBITDA as management’s primary segment measure of profit or loss in assessing segment performance and deciding how to allocate the Company’s resources. Segment Adjusted EBITDA is calculated as segment revenues less significant segment expenses, specifically, cost of sales (excluding depreciation, depletion and amortization and stock-based compensation expense) and selling, general and administrative expenses (excluding stock-based compensation expense), as well as certain other operating expenses (referred to as “other segment items”). Significant segment expenses and other segment items also exclude certain costs that are non-recurring, non-cash or are not related to the segments’ underlying business performance. A reconciliation of total Segment Adjusted EBITDA to consolidated income or loss before income taxes for the three and six months ended June 30, 2025 and 2024, is included in the tables below.

As the Company’s CODM manages the Company’s assets on a consolidated basis, the CODM is not regularly provided asset information for the reportable segments.

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

			For the three months ended June 30, 2025
(in thousands)			Materials						Magnetics						Total
Revenue from external customers			$	37,532					$	19,861					$	57,393
Total consolidated revenues															$	57,393
Significant segment expenses:
Cost of sales (excluding depreciation, depletion and amortization and stock-based compensation expense)(1)			40,264						8,918
Selling, general and administrative (excluding stock-based compensation expense)(2)			9,542						2,686
Other segment items(3)			404						168
Segment Adjusted EBITDA			$	(12,678)					$	8,089					(4,589)
Reconciling items to consolidated loss before income taxes
Corporate expenses and other(4)															(7,946)
Depreciation, depletion and amortization															(20,777)
Interest expense, net															(5,414)
Stock-based compensation expense															(5,427)
Initial start-up costs															(634)
Transaction-related and other costs															(5,128)
Accretion of asset retirement and environmental obligations															(372)
Gain on disposals of long-lived assets, net															991
Other income, net															6,572
Loss before income taxes															$	(42,724)
Segment capital expenditures			$	12,581					$	16,417					$	28,998
Other capital expenditures(5)															8
Total capital expenditures for the three months ended June 30, 2025															$	29,006

(1)The primary difference between this significant segment expense and “Cost of sales (excluding depreciation, depletion and amortization) (including related party)” within the Company’s unaudited Condensed Consolidated Statements of Operations relates to stock-based compensation, which as disclosed in Note 16, “Stockholders’ Equity and Stock-Based Compensation,” was $0.7 million for the three months ended June 30, 2025. Other differences are the result of excluding certain other costs because they are non-recurring, non-cash or are not related to the segments’ underlying business performance.

(2)The primary differences between this significant segment expense and “Selling, general and administrative” within the Company’s unaudited Condensed Consolidated Statements of Operations relates to stock-based compensation and unallocated corporate costs, which are included in “Corporate expenses and other” in the table above. As disclosed in Note 16, “Stockholders’ Equity and Stock-Based Compensation,” the total stock-based compensation expense included in “Selling, general and administrative” within the Company’s unaudited Condensed Consolidated Statements of Operations for the three months ended June 30, 2025, was $4.6 million. Other differences are the result of excluding certain other costs because they are non-recurring, non-cash or are not related to the segments’ underlying business performance.

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

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

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

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			For the three months ended June 30, 2024
(in thousands)			Materials						Magnetics						Total
Revenue from external customers			$	31,258					$	—					$	31,258
Total consolidated revenues															$	31,258
Significant segment expenses:
Cost of sales (excluding depreciation, depletion and amortization and stock-based compensation expense)(1)			40,844						—
Selling, general and administrative (excluding stock-based compensation expense)(2)			7,728						1,900
Other segment items(3)			288						924
Segment Adjusted EBITDA			$	(17,602)					$	(2,824)					(20,426)
Reconciling items to consolidated loss before income taxes
Corporate expenses and other(4)															(6,634)
Depreciation, depletion and amortization															(18,210)
Interest expense, net															(6,745)
Stock-based compensation expense															(5,703)
Initial start-up costs															(1,252)
Transaction-related and other costs															(883)
Accretion of asset retirement and environmental obligations															(230)
Loss on disposals of long-lived assets, net															(154)
Other income, net															12,084
Loss before income taxes															$	(48,153)
Segment capital expenditures			$	30,836					$	15,652					$	46,488
Total capital expenditures for the three months ended June 30, 2024															$	46,488

(1)The primary difference between this significant segment expense and “Cost of sales (excluding depreciation, depletion and amortization) (including related party)” within the Company’s unaudited Condensed Consolidated Statements of Operations relates to stock-based compensation, which as disclosed in Note 16, “Stockholders’ Equity and Stock-Based Compensation,” was $0.6 million for the three months ended June 30, 2024. Other differences are the result of excluding certain other costs because they are non-recurring, non-cash or are not related to the segments’ underlying business performance.

(2)The primary differences between this significant segment expense and “Selling, general and administrative” within the Company’s unaudited Condensed Consolidated Statements of Operations relates to stock-based compensation and unallocated corporate costs, which are included in “Corporate expenses and other” in the table above. As disclosed in Note 16, “Stockholders’ Equity and Stock-Based Compensation,” the total stock-based compensation expense included in “Selling, general and administrative” within the Company’s unaudited Condensed Consolidated Statements of Operations for the three months ended June 30, 2024, was $4.8 million. Other differences are the result of excluding certain other costs because they are non-recurring, non-cash or are not related to the segments’ underlying business performance.

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

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

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			For the six months ended June 30, 2025
(in thousands)			Materials						Magnetics						Total
Revenue from external customers			$	93,151					$	25,052					$	118,203
Total consolidated revenues															$	118,203
Significant segment expenses:
Cost of sales (excluding depreciation, depletion and amortization and stock-based compensation expense)(1)			84,741						11,294
Selling, general and administrative (excluding stock-based compensation expense)(2)			16,551						4,971
Other segment items(3)			779						205
Segment Adjusted EBITDA			$	(8,920)					$	8,582					(338)
Reconciling items to consolidated loss before income taxes
Corporate expenses and other(4)															(14,893)
Depreciation, depletion and amortization															(42,161)
Interest expense, net															(13,029)
Stock-based compensation expense															(12,780)
Initial start-up costs															(1,406)
Transaction-related and other costs															(7,944)
Accretion of asset retirement and environmental obligations															(745)
Gain on disposals of long-lived assets, net															1,607
Other income, net															21,790
Loss before income taxes															$	(69,899)
Segment capital expenditures			$	27,924					$	31,541					$	59,465
Other capital expenditures(5)															8
Total capital expenditures for the six months ended June 30, 2025															$	59,473

(1)The primary difference between this significant segment expense and “Cost of sales (excluding depreciation, depletion and amortization) (including related party)” within the Company’s unaudited Condensed Consolidated Statements of Operations relates to stock-based compensation, which as disclosed in Note 16, “Stockholders’ Equity and Stock-Based Compensation,” was $2.7 million for the six months ended June 30, 2025. Other differences are the result of excluding certain other costs because they are non-recurring, non-cash or are not related to the segments’ underlying business performance.

(2)The primary differences between this significant segment expense and “Selling, general and administrative” within the Company’s unaudited Condensed Consolidated Statements of Operations relates to stock-based compensation and unallocated corporate costs, which are included in “Corporate expenses and other” in the table above. As disclosed in Note 16, “Stockholders’ Equity and Stock-Based Compensation,” the total stock-based compensation expense included in “Selling, general and administrative” within the Company’s unaudited Condensed Consolidated Statements of Operations for the six months ended June 30, 2025, was $9.7 million. Other differences are the result of excluding certain other costs because they are non-recurring, non-cash or are not related to the segments’ underlying business performance.

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

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

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

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			For the six months ended June 30, 2024
(in thousands)			Materials						Magnetics						Total
Revenue from external customers			$	79,942					$	—					$	79,942
Total consolidated revenues															$	79,942
Significant segment expenses:
Cost of sales (excluding depreciation, depletion and amortization and stock-based compensation expense)(1)			75,009						—
Selling, general and administrative (excluding stock-based compensation expense)(2)			14,479						3,869
Other segment items(3)			717						1,662
Segment Adjusted EBITDA			$	(10,263)					$	(5,531)					(15,794)
Reconciling items to consolidated loss before income taxes
Corporate expenses and other(4)															(12,499)
Depreciation, depletion and amortization															(36,595)
Interest expense, net															(9,602)
Stock-based compensation expense															(13,170)
Initial start-up costs															(2,425)
Transaction-related and other costs															(4,680)
Accretion of asset retirement and environmental obligations															(461)
Loss on disposals of long-lived assets, net															(300)
Gain on early extinguishment of debt															46,265
Other income, net															24,741
Loss before income taxes															$	(24,520)
Segment capital expenditures			$	67,711					$	30,615					$	98,326
Total capital expenditures for the six months ended June 30, 2024															$	98,326

(1)The primary difference between this significant segment expense and “Cost of sales (excluding depreciation, depletion and amortization) (including related party)” within the Company’s unaudited Condensed Consolidated Statements of Operations relates to stock-based compensation, which as disclosed in Note 16, “Stockholders’ Equity and Stock-Based Compensation,” was $2.1 million for the six months ended June 30, 2024. Other differences are the result of excluding certain other costs because they are non-recurring, non-cash or are not related to the segments’ underlying business performance.

(2)The primary differences between this significant segment expense and “Selling, general and administrative” within the Company’s unaudited Condensed Consolidated Statements of Operations relates to stock-based compensation and unallocated corporate costs, which are included in “Corporate expenses and other” in the table above. As disclosed in Note 16, “Stockholders’ Equity and Stock-Based Compensation,” the total stock-based compensation expense included in “Selling, general and administrative” within the Company’s unaudited Condensed Consolidated Statements of Operations for the six months ended June 30, 2024, was $10.5 million. Other differences are the result of excluding certain other costs because they are non-recurring, non-cash or are not related to the segments’ underlying business performance.

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

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

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NOTE 21—SUPPLEMENTAL CASH FLOW INFORMATION

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

			For the six months ended June 30,
(in thousands)			2025						2024
Supplemental cash flow information:
Cash paid for interest, net of amounts capitalized			$	12,231					$	910
Cash payments related to income taxes, net - state			$	136					$	—
Change in construction payables and accrued construction costs			$	6,681					$	(2,211)
Supplemental non-cash investing and financing activities:
Property, plant and equipment acquired with equipment notes			$	27,029					$	—
Common stock issued in exchange for financial advisory services			$	—					$	3,737
Operating right-of-use assets obtained in exchange for lease liabilities			$	1,451					$	—
Excise tax obligation related to repurchases of common stock			$	—					$	1,794

NOTE 22—SUBSEQUENT EVENTS

Public Offering of Common Stock

On July 18, 2025, the Company completed an underwritten public offering, with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC as representatives of several underwriters (collectively, the “Underwriters”), relating to the issuance of 11,818,181 shares of the Company’s common stock, par value $0.0001 per share, at a price to the public of $55.00 per share (the “Offering”). The Underwriters purchased the shares of common stock at a price of $53.35 per share. The Company also granted the Underwriters a 30-day option, which was exercised in full, to purchase up to an additional 1,772,727 shares of its common stock, solely to cover over-allotments, at the same price of $53.35. The net proceeds to the Company from the Offering were approximately $724 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. The Company currently intends to use the net proceeds from the Offering to fund the acceleration and expansion of its operations, including the 10X Facility (as defined below), for strategic growth opportunities and for general corporate purposes.

Agreement with Apple Inc.

On July 14, 2025, the Company entered into a definitive, long-term supply agreement with Apple for the development, manufacture, and supply of magnets from the Company’s Independence Facility, as well as the development and installation of scaled recycling capabilities at Mountain Pass to produce the contained rare earths from post-industrial and post-consumer recycled rare earth feedstocks. In connection with the agreement, and subject to achieving specified milestones, Apple agreed to make prepayments in the aggregate amount of $200 million for the purchase of magnets from the Company.

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

On July 9, 2025, the Company entered into definitive agreements (collectively, the “DoD Transaction Agreements”) establishing a transformational public-private partnership with the DoD to accelerate the development of a fully integrated domestic rare earth magnet supply chain and to reduce reliance on foreign imports (the “DoD Transactions”). The DoD Transactions consist of a comprehensive, long-term package of commitments from the DoD, including equity investments, loan financing, purchase commitments, and pricing support. The key terms of the DoD Transactions are as follows:

• Convertible Preferred Equity and Warrant:** The DoD purchased $400 million of a newly-created series of the Company’s convertible preferred stock and received a warrant to purchase up to approximately 11.2 million additional shares of the Company’s common stock. The initial conversion and exercise price for the preferred shares and warrant is $30.03 per share. The warrant is exercisable for a period of 10 years. Upon full conversion and exercise, the DoD would hold approximately 15% of the Company’s outstanding common stock (on an as-converted and as-exercised basis as of July 9, 2025).

• 10-Year NdPr Price Floor Commitment:** The DoD committed to a 10-year price floor of $110 per kilogram for the Company’s NdPr products beginning in the fourth quarter of 2025, providing earnings stability and mitigating market price volatility.

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• 10-Year Magnet Offtake Agreement:** The DoD agreed to ensure (i) that 100% of the magnets produced at the Company’s planned 10X Magnet Manufacturing Facility (“10X Facility”) will be purchased by the DoD, or another third party with the DoD’s consent, for a period of 10 years following the facility’s commissioning and (ii) that the 10X Facility will generate at least $140 million of EBITDA (as defined in the offtake agreement with the DoD) on an annual basis, adjusted 2% annually beginning 2026.

• Loan Financing:** The Company received $150 million in loan proceeds from the DoD, which will support the expansion of heavy rare earth separation capabilities at Mountain Pass.

• Debt Commitment for Facility Construction:** JPMorgan Chase Funding Inc. and Goldman Sachs Bank USA have issued a commitment letter to provide up to $1.0 billion in financing for the construction of the 10X Facility. The commitment was subsequently reduced by the amount of the net proceeds from the Offering.

One Big Beautiful Bill Act

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law. Among other provisions, the OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act and the phase-out of the 45X Credit by 2034. The Company is currently evaluating the impact of the OBBBA on its unaudited Condensed Consolidated Financial Statements, and the results of such evaluations will be reflected in the Company’s Form 10-Q for the three and nine months ended September 30, 2025, the periods in which the OBBBA was enacted.

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