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)	September 30, 2025		December 31, 2024
Assets
Current assets
Cash and cash equivalents	$	1,147,155	$	282,442
Short-term investments	793,217		568,426
Total cash, cash equivalents and short-term investments	1,940,372		850,868
Accounts receivable, net of allowance for credit losses of $0 and $0, respectively (including related party)	14,792		18,874
Inventories	144,366		107,905
Income taxes receivable	23,805		23,672
Government grant receivable	35,856		19,799
Prepaid expenses and other current assets	15,160		10,204
Total current assets	2,174,351		1,031,322
Non-current assets
Property, plant and equipment, net	1,306,159		1,251,496

Inventories	62,779		19,031


Price protection agreement upfront asset	221,102		—
Other non-current assets	33,923		31,709
Total non-current assets	1,623,963		1,302,236
Total assets	$	3,798,314	$	2,333,558
Liabilities, redeemable preferred stock and stockholders’ equity
Current liabilities
Accounts and construction payable	$	25,382	$	23,562
Accrued liabilities	77,977		64,727
Current portion of long-term debt	67,522		—
Deferred revenue	82,241		56,880
Other current liabilities	17,055		18,850
Total current liabilities	270,177		164,019
Non-current liabilities


Long-term debt, net of current portion	929,745		908,729
Deferred revenue	62,495		43,120

Deferred government grant	22,069		20,087
Deferred investment tax credit	21,382		25,502
Deferred income taxes	55,863		85,309
Other non-current liabilities	58,163		31,912
Total non-current liabilities	1,149,717		1,114,659
Total liabilities	1,419,894		1,278,678
Commitments and contingencies (Note 14)
Redeemable preferred stock:
Series A cumulative perpetual convertible preferred stock ($0.0001 par value, 400,000 and zero shares authorized, issued and outstanding as of September 30, 2025, and December 31, 2024, respectively; aggregate liquidation preference of $406,378 and zero as of September 30, 2025 and December 31, 2024, respectively)	413,611		—
Stockholders’ equity:
Preferred stock, undesignated ($0.0001 par value, 49,600,000 and 50,000,000 shares authorized as of September 30, 2025, and December 31, 2024, respectively, zero issued and outstanding in either period)	—		—
Common stock ($0.0001 par value, 450,000,000 shares authorized, 192,461,009 and 178,445,570 shares issued, and 177,211,227 and 163,195,788 shares outstanding, as of September 30, 2025, and December 31, 2024, respectively)	19		18

Additional paid-in capital	1,966,537		961,434
Retained earnings	225,002		320,302
Accumulated other comprehensive income	298		173
Treasury stock, at cost, 15,249,782 shares for both periods	(227,047)		(227,047)
Total stockholders’ equity	1,964,809		1,054,880
Total liabilities, redeemable preferred stock and stockholders’ equity	$	3,798,314	$	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 September 30,				For the nine months ended September 30,
(U.S. dollars in thousands, except share and per share data)	2025		2024		2025		2024
Revenue (including related party)	$	53,553	$	62,927	$	171,756	$	142,869
Operating expenses and income:
Cost of sales (excluding depreciation, depletion and amortization) (including related party)	48,477		57,266		147,739		134,323
Selling, general and administrative	28,405		21,525		80,000		64,226
Depreciation, depletion and amortization	22,497		19,344		64,658		55,939
Start-up costs	1,413		1,627		3,150		4,287
Advanced projects and development	19,026		2,051		21,996		8,143
Other operating costs and expenses (income), net	758		654		(104)		1,415
Total operating expenses, net	120,576		102,467		317,439		268,333
Operating loss	(67,023)		(39,540)		(145,683)		(125,464)
Interest expense, net	(8,566)		(6,646)		(21,595)		(16,248)
Gain on early extinguishment of debt	—		—		—		46,265
Other income, net	17,157		11,320		38,947		36,061
Loss before income taxes	(58,432)		(34,866)		(128,331)		(59,386)
Income tax benefit	16,652		9,350		33,031		16,304
Net loss	$	(41,780)	$	(25,516)	$	(95,300)	$	(43,082)

Loss per common share:
Basic	$	(0.24)	$	(0.16)	$	(0.57)	$	(0.26)
Diluted	$	(0.24)	$	(0.16)	$	(0.57)	$	(0.44)

Weighted-average shares outstanding:
Basic	175,034,287		164,149,348		167,585,724		168,002,773
Diluted	175,034,287		164,149,348		167,585,724		172,066,214

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 September 30,				For the nine months ended September 30,
(U.S. dollars in thousands)	2025		2024		2025		2024
Net loss	$	(41,780)	$	(25,516)	$	(95,300)	$	(43,082)
Other comprehensive income (loss), net of tax:

Change in net unrealized gains on available-for-sale securities	324		388		115		203


Foreign currency translation adjustments	—		(2)		10		(52)
Total comprehensive loss	$	(41,456)	$	(25,130)	$	(95,175)	$	(42,931)

See accompanying notes to the Condensed Consolidated Financial Statements.

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MP MATERIALS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

(UNAUDITED)


	Three months ended September 30, 2025 and 2024
	Redeemable Preferred Stock			Stockholders’ Equity
	Series A Convertible Preferred Stock			Preferred Stock, Undesignated			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		Shares	Amount
Balance as of July 1, 2025	—	$	—	—	$	—	163,465,706	$	18	$	970,823	$	266,782	$	(26)	$	(227,047)	$	1,010,550
Issuance of Series A preferred stock, net of issuance costs	400,000	413,611		—	—		—	—		—		—		—		—		—
Stock-based compensation	—	—		—	—		88,753	—		7,939		—		—		—		7,939
Shares used to settle payroll tax withholding	—	—		—	—		(33,633)	—		(1,647)		—		—		—		(1,647)
Common stock issued upon public offering, net of issuance costs	—	—		—	—		13,590,908	1		724,208		—		—		—		724,209

Common stock issued for services	—	—		—	—		55,920	—		4,038		—		—		—		4,038
Common stock issued for intangible asset acquired in prior period	—	—		—	—		43,573	—		—		—		—		—		—

Issuance of warrant, net of issuance costs	—	—		—	—		—	—		261,176		—		—		—		261,176
Net loss	—	—		—	—		—	—		—		(41,780)		—		—		(41,780)
Other comprehensive income, net of tax	—	—		—	—		—	—		—		—		324		—		324
Balance as of September 30, 2025	400,000	$	413,611	—	$	—	177,211,227	$	19	$	1,966,537	$	225,002	$	298	$	(227,047)	$	1,964,809

Balance as of July 1, 2024	—	$	—	—	$	—	165,331,382	$	18	$	943,508	$	368,160	$	(90)	$	(202,558)	$	1,109,038
Stock-based compensation	—	—		—	—		83,850	—		5,632		—		—		—		5,632
Shares used to settle payroll tax withholding	—	—		—	—		(31,707)	—		(453)		—		—		—		(453)
Repurchases of common stock	—	—		—	—		(2,237,394)	—		—		—		—		(24,547)		(24,547)
Common stock issued for intangible asset acquired in prior period	—	—		—	—		43,573	—		—		—		—		—		—
Net loss	—	—		—	—		—	—		—		(25,516)		—		—		(25,516)
Other comprehensive income, net of tax	—	—		—	—		—	—		—		—		386		—		386
Balance as of September 30, 2024	—	$	—	—	$	—	163,189,704	$	18	$	948,687	$	342,644	$	296	$	(227,105)	$	1,064,540


	Nine months ended September 30, 2025 and 2024
	Redeemable Preferred Stock			Stockholders’ Equity
	Series A Convertible Preferred Stock			Preferred Stock, Undesignated			Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income		Treasury Stock		Total Stockholders’ Equity
(U.S. dollars in thousands, except share data)	Shares	Amount		Shares	Amount		Shares	Amount
Balance as of January 1, 2025	—	$	—	—	$	—	163,195,788	$	18	$	961,434	$	320,302	$	173	$	(227,047)	$	1,054,880
Issuance of Series A preferred stock, net of issuance costs	400,000	413,611		—	—		—	—		—		—		—		—		—
Stock-based compensation	—	—		—	—		552,870	—		21,205		—		—		—		21,205
Shares used to settle payroll tax withholding	—	—		—	—		(227,832)	—		(5,524)		—		—		—		(5,524)
Common stock issued upon public offering, net of issuance costs	—	—		—	—		13,590,908	1		724,208		—		—		—		724,209

Common stock issued for services	—	—		—	—		55,920	—		4,038		—		—		—		4,038
Common stock issued for intangible asset acquired in prior period	—	—		—	—		43,573	—		—		—		—		—		—

Issuance of warrant, net of issuance costs	—	—		—	—		—	—		261,176		—		—		—		261,176
Net loss	—	—		—	—		—	—		—		(95,300)		—		—		(95,300)
Other comprehensive income, net of tax	—	—		—	—		—	—		—		—		125		—		125
Balance as of September 30, 2025	400,000	$	413,611	—	$	—	177,211,227	$	19	$	1,966,537	$	225,002	$	298	$	(227,047)	$	1,964,809

Balance as of January 1, 2024	—	$	—	—	$	—	178,082,383	$	17	$	979,891	$	385,726	$	145	$	—	$	1,365,779
Stock-based compensation	—	—		—	—		354,237	1		18,907		—		—		—		18,908
Shares used to settle payroll tax withholding	—	—		—	—		(281,370)	—		(4,577)		—		—		—		(4,577)
Repurchases of common stock	—	—		—	—		(15,249,782)	—		—		—		—		(227,105)		(227,105)
Common stock issued for services	—	—		—	—		240,663	—		3,737		—		—		—		3,737
Common stock issued for intangible asset acquired in prior period	—	—		—	—		43,573	—		—		—		—		—		—
Capped call options, net of tax	—	—		—	—		—	—		(49,271)		—		—		—		(49,271)
Net loss	—	—		—	—		—	—		—		(43,082)		—		—		(43,082)
Other comprehensive income, net of tax	—	—		—	—		—	—		—		—		151		—		151
Balance as of September 30, 2024	—	$	—	—	$	—	163,189,704	$	18	$	948,687	$	342,644	$	296	$	(227,105)	$	1,064,540

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 nine months ended September 30,
(U.S. dollars in thousands)	2025		2024
Operating activities:
Net loss	$	(95,300)	$	(43,082)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, depletion and amortization	64,658		55,939

Accretion of discount on short-term investments	(17,598)		(23,669)
Gain on early extinguishment of debt	—		(46,265)

Stock-based compensation expense	20,591		18,623

Amortization of debt discount and debt issuance costs	3,572		2,864
Lower of cost or net realizable value reserve	6,352		15,085
Deferred income taxes	(29,489)		(16,240)
Other	(4,100)		1,957
Decrease (increase) in operating assets:
Accounts receivable (including related party)	4,082		(4,520)
Inventories	(84,068)		(42,851)

Government grant receivable	(16,057)		11,456
Prepaid expenses, other current and non-current assets	(7,613)		(2,390)
Increase (decrease) in operating liabilities:
Accounts payable and accrued liabilities	7,057		(1,303)

Deferred revenue	44,736		50,000
Deferred government grant	3,923		4,086
Other current and non-current liabilities	(9,647)		3,182
Net cash used in operating activities	(108,901)		(17,128)
Investing activities:
Additions to property, plant and equipment	(109,969)		(144,768)
Purchases of short-term investments	(1,391,257)		(1,150,609)
Proceeds from sales of short-term investments	88,658		131,776
Proceeds from maturities of short-term investments	1,095,557		1,195,202
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	24,200		96
Net cash provided by (used in) investing activities	(279,075)		31,697
Financing activities:
Proceeds from issuance of long-term debt	61,540		747,500
Proceeds from issuance of common stock	747,500		—
Proceeds from issuance of Series A preferred stock	299,402		—
Proceeds from issuance of warrant	189,058		—
Payments of debt issuance costs	(3,004)		(16,149)
Payments to retire long-term debt	—		(428,599)
Payments of equity issuance costs	(31,104)		—
Purchase of capped call options	—		(65,332)
Repurchases of common stock	—		(225,068)
Principal payments on debt obligations and finance leases	(5,003)		(1,738)
Tax withholding on stock-based awards	(5,524)		(4,577)

Net cash provided by financing activities	1,252,865		6,037
Net change in cash, cash equivalents and restricted cash	864,889		20,606
Cash, cash equivalents and restricted cash beginning balance	283,603		264,988
Cash, cash equivalents and restricted cash ending balance	$	1,148,492	$	285,594

Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	1,147,155	$	284,434
Restricted cash, current	799		811
Restricted cash, non-current	538		349
Total cash, cash equivalents and restricted cash	$	1,148,492	$	285,594

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. Rare earth products are critical inputs in hundreds of existing and emerging clean-tech applications including electric vehicles and wind turbines as well as robotics, drones, and defense applications. The 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 22, “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 21, “Related-Party Transactions”).

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 9, 2025, the Company entered into definitive agreements with the United States Department of War (the “DoW”), formerly known as the Department of Defense, (collectively, the “DoW Transaction Agreements”) establishing a transformational public-private partnership with the DoW to accelerate the build-out of an end-to-end U.S. rare earth magnet supply chain and reduce foreign dependency (the “DoW Transactions”). This partnership is further described in Note 3, “Public-Private Partnership with U.S. Department of War ,” which includes certain defined terms related to the DoW Transaction Agreements. In connection with the DoW Transactions, the Company will expand its Independence Facility, construct a second domestic magnet manufacturing facility (the “10X Facility”) and extend its heavy rare earth elements (“HREE”) refining capability at Mountain Pass. Additionally, as outlined in the DoW Offtake Agreement, the DoW has guaranteed that the 10X Facility will generate at least $140 million of EBITDA (as defined in the DoW Offtake Agreement, and subject to annual escalation) and has the right to purchase all of the magnets produced at the 10X Facility (which may instead be commercially syndicated). Separately, the Company entered into an NdPr price floor protection agreement with the DoW (the “Price Protection Agreement” or “PPA”) for the Company’s NdPr products produced at Mountain Pass that are sold or produced and stockpiled starting in the fourth quarter of 2025.

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 PPA, 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 focus on accelerating the development of a U.S. supply chain, with export products primarily sold in the Asian market due to the metallization and magnet manufacturing capabilities of the region. See the “Concentration of Risk” section in Note 2, “Significant Accounting Policies,” for additional information.

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.

In July 2025, to align with the terms of the DoW Transaction Agreements and in further support of its domestic supply chain objectives, the Company ceased all further sales of its products to China. As a result, rare earth concentrate revenues declined for the three and nine months ended September 30, 2025. Historically, Shenghe was the principal customer of the Materials segment, accounting for approximately 30% of the Company’s consolidated revenue for the nine months ended September 30, 2025, the vast majority of which related to sales of concentrate, versus approximately 80% of the Company’s consolidated revenue for the nine months ended September 30, 2024 (see Note 21, “Related-Party Transactions” for additional information).

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. However, the PPA is designed to mitigate the effects of these market factors on the Materials segment.

Accounting for the Price Protection Agreement: The PPA is a price floor protection agreement that conveys a contingent right for the Company to receive cash from the DoW and also imposes a contingent obligation for the Company to deliver cash to the DoW in the future as described in Note 3, “Public-Private Partnership with U.S. Department of War.” Given the contractual cashflows, the right to the price floor protection granted by the DoW under the PPA (the “PPA Upfront Asset”) was determined to be a financial instrument. The initially recognized amount of the PPA Upfront Asset results from the difference between the fair value of the other instruments exchanged with the DoW and the cash consideration received from the DoW. The PPA Upfront Asset is presented as “Price protection agreement upfront asset” in non-current assets within the Company’s unaudited Condensed Consolidated Balance Sheets as of September 30, 2025. The Company did not elect to apply the fair value option to the PPA Upfront Asset. Beginning October 1, 2025, the PPA’s commencement date, the PPA Upfront Asset will be amortized over the Company’s expected pattern of economic benefit from the PPA. Reassessment of the PPA Upfront Asset’s useful life as well as impairment considerations will be consistent with the Company’s existing policies for long-lived assets.

Price Protection Agreement Income or Expense: Beginning in the fourth quarter of 2025, and on a quarterly basis thereafter throughout the PPA’s 10-year term, the Company will have the right to receive cash from or an obligation to deliver cash to the DoW. The Company will recognize its rights or obligations as “Price protection agreement expense (income)” within the “Operating expenses and income” section of the Company’s unaudited Condensed Consolidated Statements of Operations in the period in which the events giving rise to the right or obligation occur. Each quarterly period represents a distinct contractual period for which amounts receivable or payable will be recognized as earned or incurred.

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Debt Discount and Debt Issuance Costs: Debt discount represents the difference between the net proceeds received and the debt’s fair value at the time of issuance. Debt issuance costs include incremental third-party costs directly related to the debt issuance. For debt instruments other than the Company’s revolving credit facility, debt discount and debt issuance costs are recorded as a direct reduction of the carrying amount of the associated debt instrument and are amortized to interest expense using the effective interest method over the contractual term of the underlying indebtedness. Debt issuance costs related to the Company’s revolving credit facility are recorded in “Other non-current assets” within the Company’s unaudited Condensed Consolidated Balance Sheets and are amortized to interest expense on a straight-line basis over the term of the revolving credit facility arrangement. See Note 3, “Public-Private Partnership with U.S. Department of War,” and Note 11, “Debt Obligations,” for additional details.

Series A Preferred Stock: The Company’s Series A Preferred Stock is classified as redeemable preferred stock (i.e., temporary equity) outside of stockholders’ equity within the Company’s unaudited Condensed Consolidated Balance Sheets due to certain redemption rights not solely within the Company’s control. The purpose of this classification is to convey that such a security may not be permanently part of equity and could result in a demand for cash, securities or other assets of the entity in the future. All financial instruments are evaluated for embedded derivative features by analyzing each feature against the nature of the host instrument (e.g., more equity-like or debt-like). Features identified as freestanding instruments or bifurcated embedded derivatives that are material are recognized separately as a derivative asset or liability. The Company evaluated the Series A Preferred Stock and determined that its nature is that of an equity-host with no embedded derivatives requiring bifurcation. The Company initially recognized the Series A Preferred Stock at its relative fair value, net of allocated issuance costs.

At each reporting period, the Company reassesses whether the Series A Preferred Stock is (i) currently redeemable or (ii) probable of becoming redeemable in the future. If the instrument meets either criterion, the Company will adjust the carrying amount to the estimated maximum redemption value (i.e., the redemption price). As of September 30, 2025, the Series A Preferred Stock was not redeemable, nor probable of becoming redeemable in the future. As such, the carrying amount of the Series A Preferred Stock was not adjusted to the maximum redemption value. See Note 15, “Redeemable Preferred Stock,” for additional details.

Warrants: The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms. The assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability, and whether the warrants meet all of the requirements for equity classification, including whether the warrants are indexed to the Company’s own common stock. The Company analyzed the classification of its outstanding Warrant as of the date of issuance and as of September 30, 2025, and determined that such instrument met the criteria for equity classification. See Note 18, “Stockholders’ Equity and Stock-Based Compensation,” for additional information.

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 16, “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 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 18, “Stockholders’ Equity and Stock-Based Compensation,” for additional information.

Convertible Debt and Embedded Derivatives: The Company accounts for its convertible debt in accordance with 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

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accordance with ASC 815 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. Changes in the fair value each reporting period are included in “Other income, net” within the Company’s unaudited Condensed Consolidated Statements of Operations.

Recently Adopted Accounting Pronouncements: During the three and nine months ended September 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 22, “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 financial statements and/or disclosures.

Reclassifications: Certain amounts in prior periods have been reclassified to conform to the current year presentation.

NOTE 3—PUBLIC-PRIVATE PARTNERSHIP WITH U.S. DEPARTMENT OF WAR

On July 9, 2025, the Company entered into the DoW Transaction Agreements, whereby the Company agreed to use its reasonable best efforts to (i) construct the 10X Facility, which will produce sintered NdFeB permanent magnets, (ii) extend HREE refining capability at Mountain Pass to include the separation of samarium oxide, (iii) recommission the chlor-alkali facilities at Mountain Pass and (iv) expand capacity at the Independence Facility to a projected 3,000 metric tons (“MTs”) of magnets annually. The Company also agreed to use up to $600 million of its existing cash to fund these projects. Additionally, the DoW Transactions consist of a comprehensive, long-term package of commitments from the DoW, including pricing support, a long-term offtake agreement and certain financing arrangements. Key terms include the following:

Pricing & Supply Commitments

Price Protection Agreement: The PPA establishes a price floor for the Company’s NdPr products (e.g., concentrate, oxide and metal) (collectively, “NdPr Products”) and commences on October 1, 2025, continuing for approximately ten years through December 31, 2035. Throughout the PPA’s term, the Company will have the right to receive cash from, or the obligation to deliver cash to, the DoW based on (i) its designation of NdPr Products produced and/or sold (the “NdPr Designation”) and (ii) the Benchmark Quarterly Average Volume Weighted Price (as defined in the PPA).

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

“Stockpile” represents produced, but not yet sold NdPr Product,
“Affiliate sales” represents internally sold NdPr Product, such as sales from the Materials segment to the Magnetics segment, or
“Third party sales” represents externally sold NdPr Product.

On a quarterly basis, the DoW will pay the Company an amount per kilogram (“KG”) equivalent of NdPr Products equal to the shortfall between $110 and the Benchmark Quarterly Average Volume Weighted Price. Once the 10X Facility reaches full production capacity (the “Production Milestone Date”), and the Benchmark Quarterly Average Volume Weighted Price exceeds $110, the Company will pay the DoW 30% of the difference between the Benchmark Quarterly Average Volume Weighted Price and $110.

DoW Offtake Agreement: The Company entered into a magnet offtake agreement with the DoW (the “DoW Offtake Agreement”), pursuant to which the Company will sell to the DoW the entire amount of magnets produced at the 10X Facility; provided, however, that at the DoW’s request, or at the Company’s request and with the DoW’s consent, the Company may sell up to 100% of magnet production to other third-party customers. The DoW will acquire the magnets at a price equal to their production costs (as defined in the DoW Offtake Agreement), plus the guaranteed EBITDA discussed below. The DoW Offtake

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Agreement has a term of ten years commencing on the date at which the 10X Facility begins operations and is capable of producing any quantity of magnets (the “Commercial Operation Date”). Given the DoW’s right to substantially all of the economic benefits of the 10X Facility and its ability to direct the use toward magnet production, the DoW Offtake Agreement meets the definition of a lease for the 10X Facility.

In accordance with the DoW Offtake Agreement, the DoW guaranteed that the 10X Facility will generate at least $140 million of EBITDA (as defined in the DoW Offtake Agreement) on an annual basis after the Production Milestone Date, adjusted annually in each calendar year following 2025 for inflation at a rate equal to 2% (the “Threshold EBITDA Amount”). Between the Commercial Operation Date and the Production Milestone Date, the Company is entitled to a proportion of the Threshold EBITDA Amount based on demonstrated capacity levels. The DoW will make quarterly payments to the Company in an amount equal to 25% of the Threshold EBITDA Amount, subject to annual true up.

On an annual basis, commencing on the Production Milestone Date, if the Company sells magnets to third-party customers, the DoW will be entitled to receive (i) the first $30 million of EBITDA attributable to the 10X Facility that exceeds the Threshold EBITDA Amount (the “Initial Excess Amount”) and thereafter (ii) 50% of the EBITDA attributable to the 10X Facility that exceeds the Initial Excess Amount.

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

The DoW Transaction Agreements also provide that the DoW will assist the Company in procuring HREE required for magnet production at the 10X Facility over the duration of the DoW Offtake Agreement. Working capital costs associated with stockpiling or forward purchasing of HREE are also reimbursable by the DoW, with no annual cap, through the Commercial Operation Date.

Financings

Series A Preferred Stock: The Company issued 400,000 shares of newly designated Series A Cumulative Perpetual Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) to the DoW for cash consideration of $400.0 million. At the election of the DoW, the Series A Preferred Stock is convertible at any time into 13,320,013 shares of the Company’s common stock at an initial conversion price of $30.03 per share, subject to customary anti-dilution adjustments. See Note 15, “Redeemable Preferred Stock,” for additional details.

Warrant: The Company issued a warrant (the “Warrant”) to the DoW, exercisable at any time for a period of ten years for up to 11,201,659 shares of the Company’s common stock, at an initial exercise price of $30.03 per share, subject to customary anti-dilution adjustments. See Note 18, “Stockholders’ Equity and Stock-Based Compensation,” for additional details.

In the aggregate, the common stock into which the Series A Preferred Stock is initially convertible and for which the Warrant is initially exercisable collectively represented 15% of the issued and outstanding shares of the Company’s common stock as of July 9, 2025, without giving effect to the issuance of such shares.

Commitment Letter for Facility Construction: In connection with the DoW Transaction Agreements, the Company obtained a commitment letter (the “Commitment Letter”) from JPMorgan Chase Funding Inc. and Goldman Sachs Bank USA (along with their affiliates, the “Banks”), pursuant to which the Banks agreed to provide committed secured financing in an amount equal to, in the aggregate, at least $1 billion. The Commitment Letter expired undrawn on its own terms on August 26, 2025, as it was reduced on a dollar-for-dollar basis upon the Offering (as defined in Note 18, “Stockholders’ Equity and Stock-Based Compensation”) and the Company’s execution of the Revolving Credit Facility (as defined in Note 11, “Debt Obligations”). See Note 11, “Debt Obligations,” for additional details.

Samarium Project Loan: In August 2025, the Company issued a $150 million unsecured promissory note to the DoW with a 12-year term, maturing on August 1, 2037 (the “Samarium Project Loan”). The Samarium Project Loan was issued for the purpose of the Company extending HREE refining capability at Mountain Pass to include separation of samarium oxide. See Note 11, “Debt Obligations,” for additional details.

Consideration Exchanged and Allocation

The Company issued the Series A Preferred Stock, Warrant, and Samarium Project Loan (the “Issued Instruments”), which had an aggregate fair value of $768.6 million, in exchange for cash and non-cash consideration. Total cash consideration was

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$550.0 million, consisting of $400.0 million from the issuance of the Series A Preferred Stock and $150.0 million from the issuance of the Samarium Project Loan. The difference between the fair value of the Issued Instruments and the cash consideration received was $218.6 million, which represents the value of the price protection rights provided under the PPA. As a result, the Company received total consideration of $768.6 million.

The Company allocated the total consideration received among the Issued Instruments, considering whether the instruments are measured at fair value on a recurring basis. As none of the Issued Instruments will be measured at fair value on a recurring basis, the $768.6 million was allocated on a relative fair value basis to the Issued Instruments. The Company incurred $11.3 million of capitalizable transaction costs, which were allocated to the Issued Instruments and the PPA on a proportional basis. The following table presents the initially recognized amounts for the DoW Transactions:


(in thousands)	Measured Value		Allocated Transaction Costs		Recognized Amount
Consideration received:
Cash	$	550,000	$	—	$	550,000
PPA Upfront Asset	218,600		2,502		221,102
Total consideration received	$	768,600	$	2,502	$	771,102

Consideration given:
Series A Preferred Stock	$	418,400	$	(4,789)	$	413,611
Warrant	264,200		(3,024)		261,176
Samarium Project Loan	86,000		(985)		85,015
Total consideration given	$	768,600	$	(8,798)	$	759,802

The total cash and non-cash consideration received in exchange for the Issued Instruments was allocated on a relative fair value basis as included in the table below. The non-cash consideration amounts are disclosed as a non-cash investing and financing activity in Note 23, “Supplemental Cash Flow Information.”


(in thousands)	Cash Consideration		Non-cash Consideration		Measured Value
Issued Instruments:
Series A Preferred Stock	$	299,402	$	118,998	$	418,400
Warrant	189,058		75,142		264,200
Samarium Project Loan	61,540		24,460		86,000
Total consideration received for Issued Instruments	$	550,000	$	218,600	$	768,600

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NOTE 4—CASH, CASH EQUIVALENTS AND INVESTMENTS

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


	September 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	$	7,579	$	—	$	—	$	7,579	$	1,889	$	—	$	—	$	1,889
Cash equivalents:
Money market funds	765,507		—		—		765,507		164,477		—		—		164,477

U.S. Treasury securities	233,054		9		—		233,063		86,320		17		—		86,337
Commercial paper	119,065		19		—		119,084		29,731		8		—		29,739
Certificates of deposit	21,922		—		—		21,922		—		—		—		—

Total cash equivalents	1,139,548		28		—		1,139,576		280,528		25		—		280,553
Total cash and equivalents	1,147,127		28		—		1,147,155		282,417		25		—		282,442
Short-term investments:
U.S. agency securities	—		—		—		—		2,240		—		—		2,240
U.S. Treasury securities	763,115		368		(6)		763,477		544,410		222		(12)		544,620
Commercial paper	29,734		6		—		29,740		16,661		6		—		16,667
Certificates of deposit	—		—		—		—		4,897		2		—		4,899
Total short-term investments	792,849		374		(6)		793,217		568,208		230		(12)		568,426
Total cash, cash equivalents and short-term investments	$	1,939,976	$	402	$	(6)	$	1,940,372	$	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 nine months ended September 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 September 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 nine months ended September 30, 2025 and 2024.

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


	For the three months ended September 30,				For the nine months ended September 30,
(in thousands)	2025		2024		2025		2024


Interest and investment income(1)	$	16,514	$	11,759	$	33,225	$	37,031

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

As of September 30, 2025, all outstanding available-for-sale investments had contractual maturities within one year and aggregated to a fair value of $1,167.3 million.

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NOTE 5—INVENTORIES

The Company’s inventories consisted of the following:


	September 30, 2025		December 31, 2024
(in thousands)
Raw materials and supplies, including spare parts	$	50,483	$	48,400
Mined ore stockpiles	22,796		31,142
Work in process	35,524		14,447
Finished goods	35,563		13,916
Total current inventories	144,366		107,905
Add: Non-current portion(1)	62,779		19,031
Total inventories	$	207,145	$	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 $23.8 million and $20.0 million as of September 30, 2025, respectively, and $12.3 million and zero as of December 31, 2024, respectively.

As of September 30, 2025, and 2024, the Company recorded lower of cost or net realizable value reserves of $6.4 million and $15.1 million, respectively, on certain work in process and finished goods inventories. These amounts represent decreases of $0.3 million and $2.7 million from the reserves recorded as of June 30, 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 6—PROPERTY, PLANT AND EQUIPMENT

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


	September 30, 2025		December 31, 2024
(in thousands)
Land and land improvements	$	43,028	$	42,789
Buildings and building improvements	100,571		96,961
Machinery and equipment	725,643		662,333
Assets under construction	248,977		202,544
Mineral rights	438,395		438,395
Property, plant and equipment, gross	1,556,614		1,443,022
Less: Accumulated depreciation and depletion	(250,455)		(191,526)
Property, plant and equipment, net	$	1,306,159	$	1,251,496

Additions to Property, Plant and Equipment: The Company capitalized expenditures related to property, plant and equipment of $118.0 million and $130.0 million for the nine months ended September 30, 2025, and 2024, respectively, including amounts not yet paid (see Note 23, “Supplemental Cash Flow Information”) and excluding equipment purchased with promissory notes (see Note 11, “Debt Obligations”). The capitalized expenditures for the nine months ended September 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 HREE Facility (as defined in Note 17, “Government Grants”).

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


	For the three months ended September 30,				For the nine months ended September 30,
(in thousands)	2025		2024		2025		2024
Depreciation expense	$	18,500	$	16,018	$	55,760	$	46,012
Depletion expense	$	3,580	$	2,969	$	7,748	$	8,864

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There were no property, plant and equipment impairments recognized for the three and nine months ended September 30, 2025 and 2024. For information on the Company’s asset-based government grants, which impact the carrying amount of the Company’s property, plant and equipment, see Note 17, “Government Grants.”

NOTE 7—EQUITY METHOD INVESTMENT

The Company’s equity method investment balance, which was included in “Other non-current assets” within the Company’s unaudited Condensed Consolidated Balance Sheets, was zero and $9.1 million, as of September 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.

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 for the nine months ended September 30, 2025. No impairment charges were recorded during the three and nine months ended September 30, 2025 and 2024.

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 nine months ended September 30, 2025, and for the three and nine months ended September 30, 2024.

NOTE 8—INTANGIBLE ASSETS

The Company’s intangible assets are included within “Other non-current assets” in the Company’s unaudited Condensed Consolidated Balance Sheets and consisted of the following:


	September 30, 2025		December 31, 2024
(in thousands)


Intangible assets with definite lives:
Patent and intellectual property license	$	8,963	$	8,963
Less: Accumulated amortization	(2,490)		(1,593)

Intangible assets, net	$	6,473	$	7,370

Amortization expense related to amortizing intangible assets was $0.3 million and $0.9 million, respectively, for both the three and nine months ended September 30, 2025 and 2024. No impairment charges were recorded during the three and nine months ended September 30, 2025 and 2024.

NOTE 9—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 September 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 September 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 nine months ended September 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 $7.6 million and $7.2 million as of

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September 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 $51.4 million and $51.6 million as of September 30, 2025, and December 31, 2024, respectively.

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 September 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 nine months ended September 30, 2025 and 2024.

The total estimated aggregate undiscounted cost of $38.8 million and $39.5 million as of September 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 September 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 September 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 10—ACCRUED LIABILITIES

The Company’s accrued liabilities consisted of the following:


	September 30, 2025		December 31, 2024
(in thousands)
Accrued payroll and related	$	20,864	$	17,370
Accrued construction costs	40,399		36,016
Accrued taxes	4,132		4,039
Other accrued liabilities	12,582		7,302
Accrued liabilities	$	77,977	$	64,727

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NOTE 11—DEBT OBLIGATIONS

The Company’s current and non-current portions of long-term debt were as follows:


	September 30, 2025						December 31, 2024
(in thousands)	Principal Amount		Unamortized Debt Discount and Issuance Costs		Carrying Amount		Principal Amount		Unamortized Debt Issuance Costs		Carrying Amount

Convertible Notes due 2026	$	67,699	$	(177)	$	67,522	$	67,699	$	(440)	$	67,259
Convertible Notes due 2030	862,793		(18,463)		844,330		862,793		(21,323)		841,470
Samarium Project Loan	150,000		(64,585)		85,415		—		—		—
Total long-term debt	$	1,080,492	$	(83,225)	997,267		$	930,492	$	(21,763)	908,729
Less: Current portion					(67,522)						—
Total long-term debt, net of current portion					$	929,745					$	908,729

Revolving Credit Facility

In August 2025, the Company entered into a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and various other lenders, providing a $275.0 million revolving credit facility (the “Revolving Credit Facility”), maturing on August 25, 2030, with a $200.0 million letter of credit facility sublimit (the “Credit Agreement”). As of September 30, 2025, the Company had no outstanding borrowings under the Revolving Credit Facility, $160.0 million of unused letter of credit capacity, and $235.0 million of remaining borrowing capacity under the Revolving Credit Facility.

Interest rates under the Revolving Credit Facility are variable based on the Secured Overnight Financing Rate (“SOFR”), or at the Company’s option, at a base reference rate equal to the highest of (i) the federal funds rate plus 0.50%, (ii) the rate of interest last quoted by The Wall Street Journal as the “prime rate” in the U.S., (iii) the one-month SOFR rate plus 1.00% or (iv) 1.00% (the “Base Rate”), plus, as applicable, a margin ranging from 1.75% to 2.50% per annum for SOFR-based loans and ranging from 0.75% to 1.50% per annum for Base Rate-based loans, in each case, depending on the Company’s total leverage ratio.

The Credit Agreement is subject to financial covenants that are tested at the end of each fiscal quarter. From the inception of the Credit Agreement until the earlier of the fiscal quarter in which Consolidated EBITDA (as calculated and defined in the Credit Agreement) of the Company equals or exceeds $400.0 million for the test period and the fiscal quarter ending June 30, 2027 (the “Covenant Trigger Event”), the Company must maintain unrestricted cash and cash equivalents of at least $500.0 million. Following the Covenant Trigger Event, the Company is required to maintain a total leverage ratio of less than 4.00:1.00, or 4.50:1.00 for the fiscal quarter of and the three consecutive fiscal quarters following any material acquisition, and a cash interest coverage ratio greater than 3.0:1.0.

The Credit Agreement is guaranteed by the Company and its subsidiaries, subject to certain customary exceptions. Failure to comply with any of the covenants associated with the Credit Agreement could result in a default under its agreements. Such a default would permit lenders to accelerate the maturity of the debt and to foreclose upon any collateral securing such debt. The Company was in compliance with the applicable financial covenant contained in the Credit Agreement as of September 30, 2025.

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

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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 nine months ended September 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 September 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 maturing 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.

Prior to January 1, 2026, at their election, holders of the 2026 Notes may convert their outstanding notes under the following circumstances: (i) during any calendar quarter commencing with the third quarter of 2021 if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (ii) during the five business day period after any five consecutive trading day period (the “2026 Notes measurement period”) in which the trading price (as defined in the indenture governing the 2026 Notes) per $1,000 principal amount of 2026 Notes for each trading day of the 2026 Notes measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; (iii) if the Company calls any or all of the 2026 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (iv) upon the occurrence of specified corporate events set forth in the indenture governing the 2026 Notes.

During the third quarter of 2025, the closing price of the Company’s common stock exceeded the 130% of the applicable conversion price on at least 20 of the last 30 consecutive trading days, causing the 2026 Notes to be convertible by their holders in the fourth quarter of 2025.

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.

Prior to December 1, 2029, at their election, holders of the 2030 Notes may convert their outstanding notes under the following circumstances: i) during any calendar quarter commencing with the third quarter of 2024 if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; ii) during the five business day period after any ten consecutive trading day period (the “2030 Notes measurement period”) in which the trading price (as defined in the indenture governing the 2030 Notes) per $1,000 principal amount of 2030 Notes for each trading day of the 2030 Notes measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; iii) if the Company calls any or all of the 2030 Notes for redemption, the notes called for redemption may be converted at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or iv) upon the occurrence of specified corporate events set forth in the indenture governing the 2030 Notes. On or after December 1, 2029, and prior to the close of business on the second scheduled trading day immediately preceding

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the maturity date of the 2030 Notes, holders may convert their outstanding notes at any time, regardless of the foregoing circumstances.

During the third quarter of 2025, the closing price of the Company’s common stock exceeded the 130% of the applicable conversion price on at least 20 of the last 30 consecutive trading days, causing the 2030 Notes to be convertible by their holders in the fourth quarter of 2025. As noted above, the settlement method of the 2030 Notes is at the Company’s election.

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 intended, subject to the Company’s discretion and depending on whether it elects to exercise its rights under such options, 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. This would apply 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 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 do 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 September 30,				For the nine months ended September 30,
(in thousands)	2025		2024		2025		2024
Coupon interest	$	6,513	$	5,738	$	19,539	$	13,389
Amortization of debt issuance costs	1,050		973		3,124		2,864
Convertible Notes interest cost	$	7,563	$	6,711	$	22,663	$	16,253

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 0.5 years and 4.4 years, respectively, as of September 30, 2025.

As of September 30, 2025, and December 31, 2024, accrued and unpaid interest pertaining to the Convertible Notes was $2.2 million and $8.7 million, respectively, and is included in “Other current liabilities” within the Company’s unaudited Condensed Consolidated Balance Sheets.

Samarium Project Loan

As discussed in Note 3, “Public-Private Partnership with U.S. Department of War,” in August 2025, the Company issued a $150 million unsecured promissory note to the DoW with a 12-year term, maturing on August 1, 2037. The Samarium Project

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Loan bears interest at a rate of 5.38% per annum, calculated as the 10-year U.S. Treasury constant maturity rate plus 1.00%. Interest on the Samarium Project Loan is payable in cash quarterly in arrears on the 15th day of each calendar quarter, beginning on October 15, 2025. The Samarium Project Loan was recorded at its allocated fair value, based on its relative fair value to the other Issued Instruments. This resulted in a debt discount of $64.0 million as the Samarium Project Loan bears interest at a rate lower than the market interest rate applicable to the Company. See Note 3, “Public-Private Partnership with U.S. Department of War,” for additional information regarding the allocation of consideration and issuance costs. The debt discount and issuance costs associated with the Samarium Project Loan are amortized to interest expense over the term of the note at an effective interest rate of 12.3%. The Company may prepay the Samarium Project Loan, in whole or in part, at any time, including all accrued interest, without premium, cost or penalty. The outstanding principal and all accrued and unpaid interest under the Samarium Project Loan become immediately due and payable upon the occurrence of certain conditions, such as payment defaults, as specified in the promissory note to the DoW.

Commitment Letter

As discussed in Note 3, “Public-Private Partnership with U.S. Department of War,” in July 2025, the Company obtained the Commitment Letter from the Banks, pursuant to which the Banks agreed to provide committed secured financing, subject to customary terms and conditions, in an amount equal to, in the aggregate, at least $1 billion. The Commitment Letter expired undrawn under its own terms on August 26, 2025, as it was reduced on a dollar-for-dollar basis by the funding raised through the Offering and upon the Company’s execution of the Revolving Credit Facility. In connection with the issuance of the Commitment Letter, the Company incurred $7.4 million of nonrefundable commitment and structuring fees which were recorded as an expense in “Advanced projects and development” within the Company’s unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025.

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 nine months ended September 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 September 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 23, “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:


	September 30, 2025		December 31, 2024
(in thousands)
Equipment notes
Current	$	3,770	$	2,098
Non-current	21,393		539
	$	25,163	$	2,637

As of September 30, 2025, other than the Credit Agreement, none of the agreements governing the Company’s indebtedness contain financial covenants.

NOTE 12—OPERATING LEASES

The Company’s operating leases consist primarily of corporate office space, warehouses, and equipment used in its operations; the Company’s finance leases are not material. The Company’s lease agreements do not contain material residual value guarantees or restrictive covenants. As of September 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 nine months ended September 30, 2025 and 2024.

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


	Location on Unaudited Condensed Consolidated Balance Sheets	September 30, 2025		December 31, 2024
(in thousands)
Operating leases:
Right-of-use assets	Other non-current assets	$	14,146	$	8,680

Operating lease liability, current	Other current liabilities	$	3,200	$	1,066
Operating lease liability, non-current	Other non-current liabilities	9,247		5,798
Total operating lease liabilities		$	12,447	$	6,864

NOTE 13—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 28.5% and 25.7% for the three and nine months ended September 30, 2025, respectively, as compared to 26.8% and 27.5% for the three and nine months ended September 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 September 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 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.

In July 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 enactment of the tax reform provisions did not have a material impact on our unaudited Condensed Consolidated Financial Statements.

NOTE 14—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 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 in binding arbitration. While the Company disputes that it owes any monies (and believes it has a valid claim against the contractor) in connection with this construction project, at present, the Company has accrued an estimate of the potential loss, which is included in “Accrued construction costs” within “Accrued liabilities” in the Company’s unaudited Condensed Consolidated Balance Sheets. 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 the contingency is resolved.

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NOTE 15—REDEEMABLE PREFERRED STOCK

On July 10, 2025, the Board of Directors for the Company authorized the designation of 400,000 shares of Series A Preferred Stock with a stated value of $1,000 per Series A Preferred Stock (the “Stated Value”) from the Company’s existing 50,000,000 authorized but unissued shares of preferred stock. The Company issued the authorized Series A Preferred Stock through a private placement to the DoW for cash consideration of $400.0 million.

The Series A Preferred Stock was initially recorded at its allocated fair value, based on its relative fair value to the other Issued Instruments, of $413.6 million, net of allocated issuance costs of $4.8 million (see Note 3, “Public-Private Partnership with U.S. Department of War,” for additional information regarding the allocation of consideration and issuance costs). As of September 30, 2025, the carrying amount of the Company’s Series A Preferred Stock, net of issuance costs, was $413.6 million. The Company did not adjust the carrying amount of the Series A Preferred Stock to the current redemption value as a deemed liquidation event was not probable as of September 30, 2025. Subsequent adjustments to increase or decrease the carrying amount to the ultimate redemption value will be made only if a deemed liquidation event (i) has occurred or (ii) becomes probable of occurring in the future.

Dividends: Shares of the Series A Preferred Stock accrue cumulative dividends at a rate of 7.0% per year, compounding quarterly and payable solely in-kind through an increase to the Stated Value of each share of Series A Preferred Stock (each such dividend, a “PIK Dividend”). The Stated Value plus compounded PIK Dividends (the “Accumulated Stated Value”) is only payable by the Company in cash or other assets upon the occurrence of certain insolvency events, including a deemed liquidation event (i.e., it represents the liquidation preference of the holders of the Series A Preferred Stock). Further, the PIK Dividend does not influence the conversion price or the number of common shares that would be issued to the holders of the Series A Preferred Stock upon conversion. As the PIK Dividend is a liquidation preference, it will not be accounted for as an adjustment to the Series A Preferred Stock’s carrying amount until a deemed liquidation event occurs or becomes probable of occurring.

The holders of the Series A Preferred Stock also participate in any dividends declared and paid to holders of the Company’s common stock. Within 15 business days following the end of a calendar year, the Company will pay cash to the holder of each share of Series A Preferred Stock, on an as-converted basis, the amount, if any, by which the aggregate cash dividends paid by the Company on each share of common stock in the prior year exceed 7.0% of the Company’s common stock closing share price on the last trading day of the preceding year (the “Special Payment”).

Voting Rights: The Series A Preferred Stock is nonvoting on all matters, other than those that would have a material adverse effect on the special rights, powers, preferences or privileges of the Series A Preferred Stock.

Conversion: At the election of the DoW, the Series A Preferred Stock is convertible at any time into 13,320,013 shares of the Company’s common stock at an initial conversion price of $30.03, subject to customary anti-dilution adjustments.

At the election of the Company, any time after the five-year anniversary of issuance, if the closing price per share of the Company’s common stock exceeds 150% of the then-current conversion price for at least 20 trading days in any period of 30 consecutive trading days, the Company may elect to convert all or any portion of the then-outstanding shares of Series A Preferred Stock into common stock at the then-current conversion price.

Redemption: Redemption is contingent upon certain insolvency events, including a deemed liquidation event, or upon certain reorganization events (e.g., share exchange, recapitalization, consolidation, or merger). The Series A Preferred Stock is classified as redeemable preferred stock (i.e., temporary equity) within the Company’s unaudited Condensed Consolidated Balance Sheets due to redemption rights for a deemed liquidation event that, in certain circumstances, is not solely within the Company’s control.

Liquidation Rights: In the event of a voluntary or involuntary liquidation (e.g., a deemed liquidation event), holders of the Series A Preferred Stock will be entitled to a distribution before any distribution to the holders of the Company’s common stock. The liquidation preference payable in cash or other assets equals the greater of (i) the Accumulated Stated Value plus accrued and unpaid dividends (the “Liquidation Floor”) and (ii) the amount the holders of the Series A Preferred Stock would have received had all the Series A Preferred Stock been converted into common stock at the then-current conversion price immediately prior to such liquidation event. As of September 30, 2025, and December 31, 2024, the aggregate minimum liquidation preference was $406.4 million and zero, respectively, which is represented by the Liquidation Floor.

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NOTE 16—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 September 30,				For the nine months ended September 30,
(in thousands)	2025		2024		2025		2024
Revenue category by segment
Materials segment
Rare earth concentrate	$	—	$	43,053	$	41,992	$	107,555
NdPr oxide and metal	30,911		19,179		80,277		34,037
Other revenue	730		695		2,523		1,277
Total Materials segment revenue	$	31,641	$	62,927	$	124,792	$	142,869

Magnetics segment
Magnetic precursor products	$	21,912	$	—	$	46,964	$	—

Total revenue	$	53,553	$	62,927	$	171,756	$	142,869

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 nine months ended September 30, 2025, the Company recognized $21.9 million and $47.0 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 nine months ended September 30, 2024.

Additionally, 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 $200.0 million for the purchase of magnets from the Company. As of September 30, 2025, the Company had not yet recognized any revenue under this arrangement.

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:


	For the nine months ended September 30,
(in thousands)	2025		2024
Beginning balance(1)	$	100,000	$	—
Additions to deferred revenue	91,700		50,000
Revenue recognized during the period(2)	(46,964)		—
Ending balance(1)	$	144,736	$	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 September 30, 2025, and 2024, the Company recognized $21.9 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 September 30, 2025, the Company classified $82.2 million of the $103.0 million total remaining prepayment from GM as current deferred revenue and $20.8 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 from GM will be satisfied within one year after September 30, 2025, and between approximately one and two years after the same date for the non-current deferred revenue from GM. The Company’s estimate of when the performance obligations will be satisfied and revenue will be recognized is dependent upon various operational decisions that could impact the production levels of NdPr metal at the Independence Facility.

Pursuant to the definitive, long-term supply agreement with Apple, Apple made an initial prepayment to the Company $40.0 million in September 2025.

As of September 30, 2025, the Company classified the $40.0 million from Apple as non-current deferred revenue in its unaudited Condensed Consolidated Balance Sheets based on the Company’s expected satisfaction of the associated performance obligation beginning in 2027.

NOTE 17—GOVERNMENT GRANTS

Asset-Based Grants: In February 2022, the Company was awarded a $35.0 million contract by the DoW Office of Industrial Base Analysis and Sustainment program to design and build a facility to process 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 nine months ended September 30, 2025, the Company received $24.2 million from the DoW under the HREE Production Project Agreement. No such funds were received from the DoW during the nine months ended September 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 September 30, 2025, and December 31, 2024, the government grant receivable balance and deferred government grant balance within the Company’s unaudited Condensed Consolidated Balance Sheets pertained to the 45X Credit. During the third quarter of 2024, the Company received $19.4 million related to the 45X Credit claimed on its 2023 federal tax return. The current portion of deferred government grant, which is included in “Other current liabilities,” was $2.3 million and $2.0 million as of September 30, 2025 and December 31, 2024, respectively.

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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 September 30,				For the nine months ended September 30,
(in thousands)	2025		2024		2025		2024
Cost of sales (excluding depreciation, depletion and amortization) (including related party)	$	3,793	$	1,423	$	10,911	$	3,828
Selling, general and administrative	$	1,020	$	—	$	1,472	$	—
Depreciation, depletion and amortization	$	569	$	469	$	1,653	$	1,385

NOTE 18—STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION

Public Offering of Common Stock

In July 2025, the Company completed an underwritten public offering of 13,590,908 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 the price of $53.35, including the full exercise of the underwriters’ option to purchase additional shares of the Company’s common stock, solely to cover over-allotments. The Company’s net proceeds from the Offering were $724.2 million, after deducting underwriting discounts and commissions and other offering expenses payable by the Company.

Warrant

As discussed in Note 3, “Public-Private Partnership with U.S. Department of War,” on July 10, 2025, the Company issued the Warrant to the DoW, exercisable at any time, in whole or in part, in cash or in net share settlement at the DoW’s option, for a period of ten years prior to its expiration on July 10, 2035, for up to 11,201,659 shares of the Company’s common stock, at an initial exercise price of $30.03 per share. The strike price of $30.03 is subject to customary anti-dilution adjustments. The Warrant was classified as an equity instrument included in “Additional paid-in capital” within the Company’s unaudited Condensed Consolidated Balance Sheets and was initially recorded at its allocated fair value, based on its relative fair value to the other Issued Instruments, of $261.2 million, net of allocated issuance costs of $3.0 million (see Note 3, “Public-Private Partnership with U.S. Department of War,” for additional information regarding the allocation of consideration and issuance costs). As of September 30, 2025, no shares of common stock had been issued pursuant to the exercise of the Warrant.

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 authorization did not require the purchase of any minimum number of shares. On July 11, 2025, pursuant to the terms of the DoW Transaction Agreements, the Company terminated the Program, which would have otherwise continued until August 30, 2026.

During the three and nine months ended September 30, 2024, the Company repurchased 2.2 million and 15.2 million shares, respectively, of its common stock at an aggregate cost of $24.3 million and $225.1 million, respectively. Of the number of shares repurchased during the nine months ended September 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 nine months ended September 30, 2025.

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 September 30, 2025, the Company has not issued any stock options or SARs and there were 4,592,490 shares available for future grants under the 2020 Incentive Plan.

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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 nine months ended September 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 September 30,				For the nine months ended September 30,
(in thousands)	2025		2024		2025		2024
Cost of sales (excluding depreciation, depletion and amortization) (including related party)	$	2,312	$	713	$	5,060	$	2,789
Selling, general and administrative	5,112		4,532		14,813		15,070
Start-up costs	226		134		557		369
Advanced projects and development	36		74		161		395
Total stock-based compensation expense	$	7,686	$	5,453	$	20,591	$	18,623

Stock-based compensation capitalized to property, plant and equipment, net	$	1,191	$	491	$	3,427	$	597

NOTE 19—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 fair values of 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.

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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.

Samarium Project Loan

The fair value of the Company’s Samarium Project Loan 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 value of this liability.

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 for these liabilities.

The Company’s financial instrument 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:


	September 30, 2025
(in thousands)	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	1,147,155	$	1,147,155	$	1,147,155	$	—	$	—
Short-term investments	$	793,217	$	793,217	$	793,217	$	—	$	—
Restricted cash	$	1,337	$	1,337	$	1,337	$	—	$	—

Financial liabilities:
2026 Notes	$	67,522	$	124,306	$	124,306	$	—	$	—
2030 Notes	$	844,330	$	2,737,507	$	2,737,507	$	—	$	—
Samarium Project Loan	$	85,415	$	96,488	$	—	$	96,488	$	—
Equipment notes	$	25,163	$	26,250	$	—	$	26,250	$	—


	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	$	—

NOTE 20—LOSS PER SHARE

Net income or loss attributable to common stock is computed using the two-class method when shares are issued that meet the definition of participating securities. The two-class method determines net income or loss attributable to each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires undistributed earnings for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company’s Series A Preferred Stock contractually entitles the holders of such shares to potentially participate in dividends by way of the Special Payment (as further described in Note 15, “Redeemable Preferred Stock”), but does not

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contractually require the holders of such shares to participate in the Company’s losses. As such, during the periods when there is a net loss, no amounts of undistributed losses are allocated to the Company’s participating securities.

Basic earnings or loss per common share is computed by dividing net income or loss attributable to common stock by the weighted-average number of common shares outstanding during the period. Diluted earnings or loss per common share is computed by dividing net income or loss attributable to common stock by the weighted-average number of common shares outstanding, both adjusted by the effect of dilutive potential common shares outstanding during the period using the treasury stock method, the if-converted method, or the two-class method, as applicable.

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


	For the three months ended September 30,		For the nine months ended September 30,
	2025	2024	2025	2024
Weighted-average shares outstanding, basic	175,034,287	164,149,348	167,585,724	168,002,773
Assumed conversion of 2026 Notes	—	—	—	4,063,441




Weighted-average shares outstanding, diluted	175,034,287	164,149,348	167,585,724	172,066,214

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


	For the three months ended September 30,		For the nine months ended September 30,
	2025	2024	2025	2024
2026 Notes	452,961	—	—	—
2030 Notes	39,683,215	34,380,440	39,683,215	34,380,440
Series A Preferred Stock	13,320,013	—	13,320,013	—
Warrant	11,201,659	—	11,201,659	—
Restricted stock	—	342,601	—	342,601
RSUs	1,805,703	1,762,523	1,805,703	1,762,523
PSUs	539,833	—	539,833	—
Total	67,003,384	36,485,564	66,550,423	36,485,564

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The following table presents the calculation of basic and diluted earnings or loss per common share:


	For the three months ended September 30,				For the nine months ended September 30,
(in thousands, except share and per share data)	2025		2024		2025		2024
Calculation of basic loss per common share:
Net loss attributable to common stock	$	(41,780)	$	(25,516)	$	(95,300)	$	(43,082)
Weighted-average shares outstanding, basic	175,034,287		164,149,348		167,585,724		168,002,773
Basic loss per common share	$	(0.24)	$	(0.16)	$	(0.57)	$	(0.26)

Calculation of diluted loss per common share:
Net loss attributable to common stock	$	(41,780)	$	(25,516)	$	(95,300)	$	(43,082)
Interest expense, net of tax(1):
2026 Notes	—		—		—		770
Gain on early extinguishment of debt(1)(2)	—		—		—		(33,563)
Diluted loss attributable to common stock	$	(41,780)	$	(25,516)	$	(95,300)	$	(75,875)
Weighted-average shares outstanding, diluted	175,034,287		164,149,348		167,585,724		172,066,214
Diluted loss per common share	$	(0.24)	$	(0.16)	$	(0.57)	$	(0.44)

(1)The nine months ended September 30, 2024, were tax-effected at a rate of 27.5%.

(2)Pertains to the 2026 Notes, a portion of which were repurchased during the nine months ended September 30, 2024.

In connection with the issuance of the 2030 Notes in March 2024, the Company entered into the 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 Company has not exercised any of the Capped Call Options as of September 30, 2025.

As discussed in Note 11, “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 21—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 July 2025, to align with the terms of the DoW Transaction Agreements and in further support of its domestic supply chain objectives, the Company ceased all sales of its products to China and will not extend the term of the Shenghe Offtake Agreement when it expires in January 2026.

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

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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, the Company sold its 49% interest in VREX Holdco in exchange for a cash payment of $9.7 million. See Note 7, “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 September 30,				For the nine months ended September 30,
(in thousands)	2025		2024		2025		2024
Revenue:
Rare earth concentrate	$	—	$	43,053	$	41,992	$	107,555
NdPr oxide and metal	$	—	$	5,061	$	9,315	$	7,306

Cost of sales (excluding depreciation, depletion and amortization)	$	—	$	38,139	$	31,461	$	78,848

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 $3.6 million and $19.7 million for the three and nine months ended September 30, 2025, respectively, as compared to $1.8 million and $4.1 million for the three and nine months ended September 30, 2024, respectively.

Accounts Receivable: As of September 30, 2025, accounts receivable from related parties were not material. As of December 31, 2024, $14.9 million 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 pays for certain fixed and variable expenses associated with the Company’s use of the aircraft.

NOTE 22—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 sales of NdPr oxide and metal, primarily sold to customers in Japan, South Korea, and broader Asia. The Materials segment historically also generated revenue from sales of rare earth concentrate, which was primarily sold for further distribution to a single customer in China. Refer to the “Concentration of Risk” section in Note 2, “Significant Accounting Policies,” and Note 21, “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.

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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 loss before income taxes for the three and nine months ended September 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 September 30, 2025
(in thousands)	Materials		Magnetics		Total
Revenue from external customers	$	31,641	$	21,912	$	53,553

Total consolidated revenues					$	53,553
Significant segment expenses:
Cost of sales (excluding depreciation, depletion and amortization and stock-based compensation expense)(1)	36,877		9,352
Selling, general and administrative (excluding stock-based compensation expense)(2)	8,628		2,947
Other segment items(3)	658		132
Segment Adjusted EBITDA	$	(14,522)	$	9,481	(5,041)

Reconciling items to consolidated loss before income taxes
Corporate expenses and other(4)					(7,529)

Depreciation, depletion and amortization					(22,497)
Interest expense, net					(8,566)
Stock-based compensation expense					(7,654)
Initial start-up costs					(1,180)
Transaction-related and other costs					(22,364)
Accretion of asset retirement and environmental obligations					(373)

Gain on disposals of long-lived assets, net					(385)

Other income, net					17,157
Loss before income taxes					$	(58,432)

Segment capital expenditures	$	31,939	$	18,325	$	50,264
Other capital expenditures(5)					232
Total capital expenditures for the three months ended September 30, 2025					$	50,496

(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 18, “Stockholders’ Equity and Stock-Based Compensation,” was $2.3 million for the three months ended September 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 18, “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 September 30, 2025, was $5.1 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 September 30, 2024
(in thousands)	Materials		Magnetics		Total
Revenue from external customers	$	62,927	$	—	$	62,927
Total consolidated revenues					$	62,927
Significant segment expenses:
Cost of sales (excluding depreciation, depletion and amortization and stock-based compensation expense)(1)	56,441		—
Selling, general and administrative (excluding stock-based compensation expense)(2)	8,704		2,462
Other segment items(3)	348		1,170
Segment Adjusted EBITDA	$	(2,566)	$	(3,632)	(6,198)

Reconciling items to consolidated loss before income taxes
Corporate expenses and other(4)					(4,970)
Depreciation, depletion and amortization					(19,344)
Interest expense, net					(6,646)
Stock-based compensation expense					(5,453)
Initial start-up costs					(1,493)
Transaction-related and other costs					(1,428)
Accretion of asset retirement and environmental obligations					(234)
Loss on disposals of long-lived assets, net					(420)

Other income, net					11,320
Loss before income taxes					$	(34,866)

Segment capital expenditures	$	21,059	$	25,383	$	46,442

Total capital expenditures for the three months ended September 30, 2024					$	46,442

(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 18, “Stockholders’ Equity and Stock-Based Compensation,” was $0.7 million for the three months ended September 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 18, “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 September 30, 2024, was $4.5 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.

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	For the nine months ended September 30, 2025
(in thousands)	Materials		Magnetics		Total
Revenue from external customers	$	124,792	$	46,964	$	171,756

Total consolidated revenues					$	171,756
Significant segment expenses:
Cost of sales (excluding depreciation, depletion and amortization and stock-based compensation expense)(1)	121,618		20,646
Selling, general and administrative (excluding stock-based compensation expense)(2)	25,179		7,918
Other segment items(3)	1,437		337
Segment Adjusted EBITDA	$	(23,442)	$	18,063	(5,379)

Reconciling items to consolidated loss before income taxes
Corporate expenses and other(4)					(22,422)

Depreciation, depletion and amortization					(64,658)
Interest expense, net					(21,595)
Stock-based compensation expense					(20,434)
Initial start-up costs					(2,586)
Transaction-related and other costs					(30,308)
Accretion of asset retirement and environmental obligations					(1,118)

Gain on disposals of long-lived assets, net					1,222

Other income, net					38,947
Loss before income taxes					$	(128,331)

Segment capital expenditures	$	59,863	$	49,866	$	109,729
Other capital expenditures(5)					240
Total capital expenditures for the nine months ended September 30, 2025					$	109,969

(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 18, “Stockholders’ Equity and Stock-Based Compensation,” was $5.1 million for the nine months ended September 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 18, “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 nine months ended September 30, 2025, was $14.8 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.

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

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	For the nine months ended September 30, 2024
(in thousands)	Materials		Magnetics		Total
Revenue from external customers	$	142,869	$	—	$	142,869
Total consolidated revenues					$	142,869
Significant segment expenses:
Cost of sales (excluding depreciation, depletion and amortization and stock-based compensation expense)(1)	131,450		—
Selling, general and administrative (excluding stock-based compensation expense)(2)	23,183		6,331
Other segment items(3)	1,065		2,832
Segment Adjusted EBITDA	$	(12,829)	$	(9,163)	(21,992)

Reconciling items to consolidated loss before income taxes
Corporate expenses and other(4)					(17,469)
Depreciation, depletion and amortization					(55,939)
Interest expense, net					(16,248)
Stock-based compensation expense					(18,623)
Initial start-up costs					(3,918)
Transaction-related and other costs					(6,108)
Accretion of asset retirement and environmental obligations					(695)
Loss on disposals of long-lived assets, net					(720)
Gain on early extinguishment of debt					46,265
Other income, net					36,061
Loss before income taxes					$	(59,386)

Segment capital expenditures	$	88,770	$	55,998	$	144,768

Total capital expenditures for the nine months ended September 30, 2024					$	144,768

(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 18, “Stockholders’ Equity and Stock-Based Compensation,” was $2.8 million for the nine months ended September 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 18, “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 nine months ended September 30, 2024, was $15.1 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.

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NOTE 23—SUPPLEMENTAL CASH FLOW INFORMATION

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


	For the nine months ended September 30,
(in thousands)	2025		2024
Supplemental cash flow information:
Cash paid for interest, net of amounts capitalized	$	22,790	$	11,796


Change in construction payables and accrued construction costs	$	8,012	$	(14,756)
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	$	6,917	$	—

Issuance of Series A Preferred Stock in exchange for PPA Upfront Asset	$	118,998	$	—
Issuance of Warrant in exchange for PPA Upfront Asset	$	75,142	$	—
Issuance of Samarium Project Loan in exchange for PPA Upfront Asset	$	24,460	$	—
Excise tax obligation related to repurchases of common stock	$	—	$	2,037

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