Item 1. FINANCIAL STATEMENTS

MP MATERIALS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


(U.S. dollars in thousands, except share and per share data)	June 30, 2026		December 31, 2025
Assets
Current assets
Cash and cash equivalents	$	429,075	$	1,166,011
Short-term investments	1,023,564		664,275
Total cash, cash equivalents and short-term investments	1,452,639		1,830,286
Trade accounts receivable, net of allowance for credit losses of $0 and $0, respectively	40,436		14,642
Other receivables	56,281		132,042
Inventories	173,428		171,560
Prepaid expenses and other current assets	22,624		17,271
Total current assets	1,745,408		2,165,801
Non-current assets
Property, plant and equipment, net	1,608,625		1,369,817
Inventories	106,082		80,539
Price protection agreement upfront asset, net	187,544		209,668
Other non-current assets	79,081		38,335
Total non-current assets	1,981,332		1,698,359
Total assets	$	3,726,740	$	3,864,160
Liabilities, redeemable preferred stock and stockholders’ equity
Current liabilities
Accounts and construction payable	$	46,024	$	36,655
Accrued liabilities	60,329		95,086
Current portion of long-term debt	—		67,411
Deferred revenue	45,547		74,301
Other current liabilities	31,638		25,596
Total current liabilities	183,538		299,049
Non-current liabilities
Long-term debt, net of current portion	934,583		931,330
Deferred revenue	80,861		83,889
Deferred government grant	26,134		22,101
Deferred investment tax credit	35,285		26,860
Deferred income taxes	27,021		51,558
Other non-current liabilities	68,371		57,005
Total non-current liabilities	1,172,255		1,172,743
Total liabilities	1,355,793		1,471,792
Commitments and contingencies (Note 11)
Redeemable preferred stock:
Series A cumulative perpetual convertible preferred stock ($0.0001 par value, 400,000 shares authorized, issued and outstanding as of June 30, 2026, and December 31, 2025, respectively; aggregate liquidation preference of $428,088 and $413,489 as of June 30, 2026 and December 31, 2025, respectively)	413,611		413,611
Stockholders’ equity:
Preferred stock, undesignated ($0.0001 par value, 49,600,000 shares authorized as of June 30, 2026, and December 31, 2025, respectively, zero issued and outstanding in either period)	—		—
Common stock ($0.0001 par value, 450,000,000 shares authorized, 193,301,058 and 192,607,429 shares issued, and 178,051,276 and 177,357,647 shares outstanding, as of June 30, 2026, and December 31, 2025, respectively)	19		19
Additional paid-in capital	1,978,458		1,970,970
Retained earnings	206,164		234,428
Accumulated other comprehensive income (loss)	(258)		387
Treasury stock, at cost, 15,249,782 shares for both periods	(227,047)		(227,047)
Total stockholders’ equity	1,957,336		1,978,757
Total liabilities, redeemable preferred stock and stockholders’ equity	$	3,726,740	$	3,864,160

See accompanying notes to the Condensed Consolidated Financial Statements.

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MP MATERIALS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the three months ended June 30,				For the six months ended June 30,
(U.S. dollars in thousands, except share and per share data)	2026		2025		2026		2025
Revenue (including related party)	$	108,490	$	57,393	$	199,139	$	118,203
Price protection agreement income	17,580		—		59,853		—
Operating costs and expenses:
Cost of sales (excluding depreciation, depletion and amortization) (including related party)	72,292		50,431		146,537		99,262
Selling, general and administrative	35,164		27,429		68,804		51,595
Depreciation, depletion and amortization	35,379		20,777		67,516		42,161
Start-up costs	14,428		761		20,317		1,737
Advanced projects and development	1,283		2,496		3,188		2,970
Other operating costs and expenses (income), net	(447)		(619)		8,781		(862)
Total operating costs and expenses, net	158,099		101,275		315,143		196,863
Operating loss	(32,029)		(43,882)		(56,151)		(78,660)
Interest expense, net	(9,703)		(5,414)		(19,549)		(13,029)

Other income, net	12,397		6,572		32,723		21,790
Loss before income taxes	(29,335)		(42,724)		(42,977)		(69,899)
Income tax benefit	9,039		11,852		14,713		16,379
Net loss	$	(20,296)	$	(30,872)	$	(28,264)	$	(53,520)

Loss per common share:
Basic	$	(0.11)	$	(0.19)	$	(0.16)	$	(0.33)
Diluted	$	(0.11)	$	(0.19)	$	(0.16)	$	(0.33)

Weighted-average shares outstanding:
Basic	178,409,085		163,834,693		178,215,393		163,799,713
Diluted	178,409,085		163,834,693		178,215,393		163,799,713

See accompanying notes to the Condensed Consolidated Financial Statements.

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MP MATERIALS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)


	For the three months ended June 30,				For the six months ended June 30,
(U.S. dollars in thousands)	2026		2025		2026		2025
Net loss	$	(20,296)	$	(30,872)	$	(28,264)	$	(53,520)
Other comprehensive loss, net of tax:
Change in net unrealized losses on available-for-sale securities and other	(216)		(25)		(645)		(199)
Total comprehensive loss	$	(20,512)	$	(30,897)	$	(28,909)	$	(53,719)

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 June 30, 2026 and 2025
	Redeemable Preferred Stock					Stockholders’ Equity
(U.S. dollars in thousands, except share data)	Series A Convertible Preferred Stock					Preferred Stock, Undesignated					Common Stock				Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Stockholders’ Equity
Shares		Amount			Shares		Amount			Shares		Amount
Balance as of April 1, 2026	400,000		$	413,611		—		$	—		177,669,668		$	19	$	1,967,757	$	226,460	$	(42)	$	(227,047)	$	1,967,147

Stock-based compensation	—		—			—		—			55,036		—		11,313		—		—		—		11,313
Shares used to settle payroll tax withholding	—		—			—		—			(11,169)		—		(612)		—		—		—		(612)




Shares issued upon conversion of 2026 Notes	—		—			—		—			337,741		—		—		—		—		—		—
Net loss	—		—			—		—			—		—		—		(20,296)		—		—		(20,296)
Other comprehensive loss, net of tax	—		—			—		—			—		—		—		—		(216)		—		(216)

Balance as of June 30, 2026	400,000		$	413,611		—		$	—		178,051,276		$	19	$	1,978,458	$	206,164	$	(258)	$	(227,047)	$	1,957,336

Balance as of April 1, 2025	—		$	—		—		$	—		163,445,597		$	18	$	965,487	$	297,654	$	(1)	$	(227,047)	$	1,036,111
Stock-based compensation	—		—			—		—			30,358		—		5,571		—		—		—		5,571
Shares used to settle payroll tax withholding	—		—			—		—			(10,249)		—		(235)		—		—		—		(235)
Net loss	—		—			—		—			—		—		—		(30,872)		—		—		(30,872)
Other comprehensive loss, net of tax	—		—			—		—			—		—		—		—		(25)		—		(25)
Balance as of June 30, 2025	—		$	—		—		$	—		163,465,706		$	18	$	970,823	$	266,782	$	(26)	$	(227,047)	$	1,010,550

	Six months ended June 30, 2026 and 2025
	Redeemable Preferred Stock					Stockholders’ Equity
(U.S. dollars in thousands, except share data)	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
Shares		Amount			Shares		Amount			Shares		Amount
Balance as of January 1, 2026	400,000		$	413,611		—		$	—		177,357,647		$	19	$	1,970,970	$	234,428	$	387	$	(227,047)	$	1,978,757

Stock-based compensation	—		—			—		—			639,765		—		25,734		—		—		—		25,734
Shares used to settle payroll tax withholding	—		—			—		—			(283,877)		—		(18,246)		—		—		—		(18,246)




Shares issued upon conversion of 2026 Notes	—		—			—		—			337,741		—		—		—		—		—		—
Net loss	—		—			—		—			—		—		—		(28,264)		—		—		(28,264)
Other comprehensive loss, net of tax	—		—			—		—			—		—		—		—		(645)		—		(645)

Balance as of June 30, 2026	400,000		$	413,611		—		$	—		178,051,276		$	19	$	1,978,458	$	206,164	$	(258)	$	(227,047)	$	1,957,336

Balance as of January 1, 2025	—		$	—		—		$	—		163,195,788		$	18	$	961,434	$	320,302	$	173	$	(227,047)	$	1,054,880
Stock-based compensation	—		—			—		—			464,117		—		13,266		—		—		—		13,266
Shares used to settle payroll tax withholding	—		—			—		—			(194,199)		—		(3,877)		—		—		—		(3,877)


Net loss	—		—			—		—			—		—		—		(53,520)		—		—		(53,520)
Other comprehensive loss, net of tax	—		—			—		—			—		—		—		—		(199)		—		(199)
Balance as of June 30, 2025	—		$	—		—		$	—		163,465,706		$	18	$	970,823	$	266,782	$	(26)	$	(227,047)	$	1,010,550

See accompanying notes to the Condensed Consolidated Financial Statements.

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MP MATERIALS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the six months ended June 30,
(U.S. dollars in thousands)	2026		2025
Operating activities:
Net loss	$	(28,264)	$	(53,520)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation, depletion and amortization	67,516		42,161

Accretion of discount on short-term investments	(12,956)		(11,462)


Stock-based compensation expense	24,217		12,905

Amortization of debt discount and debt issuance costs	3,621		2,074
Lower of cost or net realizable value reserve	—		6,736
Deferred income taxes	(13,444)		(17,936)
Other	154		(5,919)
Decrease (increase) in operating assets:
Trade accounts receivable (including related party)	(25,794)		(2,686)

Other receivables	58,677		(10,951)
Inventories	(20,809)		(52,441)
Prepaid expenses, other current and non-current assets	(13,694)		(4,481)
Increase (decrease) in operating liabilities:
Accounts payable and accrued liabilities	(4,108)		1,201

Deferred revenue	(33,872)		24,948
Deferred government grant	5,857		3,313
Other current and non-current liabilities	(2,162)		(795)
Net cash provided by (used in) operating activities	4,939		(66,853)
Investing activities:
Additions to property, plant and equipment	(307,711)		(59,473)
Purchases of short-term investments	(1,236,482)		(683,815)
Proceeds from sales of short-term investments	15,840		80,387
Proceeds from maturities of short-term investments	873,593		690,942
Proceeds from return of investment in equity method investee	—		9,673
Proceeds from sale of property, plant and equipment	—		4,063
Proceeds from government awards used for construction	—		12,200
Net cash provided by (used in) investing activities	(654,760)		53,977
Financing activities:





Payments to retire long-term debt	(67,499)		—

Principal payments on debt obligations	(2,177)		(3,857)
Tax withholding on stock-based awards	(18,246)		(3,877)

Net cash used in financing activities	(87,922)		(7,734)
Net change in cash, cash equivalents and restricted cash	(737,743)		(20,610)
Cash, cash equivalents and restricted cash beginning balance	1,167,359		283,603
Cash, cash equivalents and restricted cash ending balance	$	429,616	$	262,993

Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	429,075	$	261,535
Restricted cash, current	541		918
Restricted cash, non-current	—		540
Total cash, cash equivalents and restricted cash	$	429,616	$	262,993

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 applications including electric vehicles, consumer electronics, robotics, drones, wind turbines, and defense applications. Additionally, the Company owns and operates 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 commenced manufacturing of neodymium-iron-boron (“NdFeB”) permanent magnets in December 2025. The Company’s operations are organized into two reportable segments: Materials and Magnetics. See Note 20, “Segment Reporting,” for additional information.

The Materials segment represents the upstream and midstream operations of the Company, which primarily consist of Mountain Pass, a fully integrated mining and refining facility producing refined rare earth oxides and related products. The Materials segment generates revenue primarily from sales of neodymium-praseodymium (“NdPr”) oxide and metal, primarily sold to customers in the United States, Japan, South Korea, and broader Asia. Before ramping the production of NdPr products, the Materials segment historically generated the majority of its revenue from sales of rare earth concentrate.

The Magnetics segment represents the downstream magnet manufacturing and related operations of the Company, which currently consist of (i) the Independence Facility, a fully integrated metal, alloy, and magnet manufacturing plant and (ii) the 10X Facility (discussed below). 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”).

In connection with the DoW Transactions, the Company agreed to expand its Independence Facility, construct a second domestic magnet manufacturing facility in Northlake, Texas (the “10X Facility”), the construction of which has commenced, and extend its heavy rare earth elements (“HREE”) refining capability at Mountain Pass. Additionally, pursuant to the DoW Offtake Agreement (as defined in Note 9, “Operating Leases”), the DoW has (i) 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 (ii) the obligation to purchase all of the magnets produced at the 10X Facility (which may instead be commercially syndicated with the DoW’s approval). 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 (including on an intercompany basis) 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 has been 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.

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 Credit 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.

Concentration of Customer Risk: The concentration of customer risk arises when a significant portion of the Company’s revenue is generated from a small group of customers. Reduction of orders, delay of payments, or termination of contracts by these key customers could have a significant negative effect on the Company’s results of operations and cash flows. The Company’s revenue is derived from sales of rare earth products and, historically, from sales of rare earth concentrate to customers in China, which ceased in July 2025 to align with the terms of the DoW Transaction Agreements. Rare earth concentrate is not quoted on any major commodities market or exchange, and demand is currently constrained to a relatively limited number of refiners, the majority of which are based in China.

For the three and six months ended June 30, 2026, the following customers accounted for more than 10% of the Company’s total revenue: Customer A in the Materials segment accounted for 40% in both applicable periods; Customer B in the Materials segment accounted for 32% and 29%, respectively; and Customer C, primarily in the Magnetics segment, accounted for 15% and 19%, respectively.

For the three and six months ended June 30, 2025, the following customers accounted for more than 10% of the Company’s total revenue: Customer D in the Materials segment accounted for 22% and 43%, respectively; Customer A in the Materials segment accounted for 25% and 22%, respectively; and Customer C, primarily in the Magnetics segment, accounted for 35% and 21%, respectively.

Recently Adopted Accounting Pronouncements: There were no accounting pronouncements adopted during the six months ended June 30, 2026, that had a material impact on the Company’s unaudited Condensed Consolidated Financial Statements and accompanying notes, including the following item below.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-04, “Induced Conversions of Convertible Debt Instruments” (“ASU 2024-04”), which clarifies the criteria for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion (as opposed to a debt extinguishment). The Company adopted ASU 2024-04 as of January 1, 2026, on a prospective basis.

Recently Issued Accounting Pronouncements: There were no accounting pronouncements issued during the six months ended June 30, 2026, that had or would be expected to have a material impact on the Company’s unaudited Condensed Consolidated Financial Statements and accompanying notes.

The Company is currently evaluating the effect of adopting previously issued accounting pronouncements, including ASU No. 2025-10, “Government Grants—Accounting for Government Grants Received by Business Entities,” and ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income Expense Disaggregation Disclosures,” on its financial statements and/or disclosures.

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

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NOTE 3—PRICE PROTECTION AGREEMENT

The PPA establishes a price floor for the Company’s NdPr products (e.g., concentrate, oxide and metal) (collectively, “NdPr Products”) commencing on October 1, 2025, and continuing for approximately ten years through December 31, 2035. Throughout the PPA’s term, the Company has 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 NdPr kilogram equivalent included in the NdPr Products equal to the shortfall between $110 and the Benchmark Quarterly Average Volume Weighted Price. Once the 10X Facility reaches full production capacity, and the Benchmark Quarterly Average Volume Weighted Price exceeds $110, the Company will pay the DoW 30% of the amount by which the Benchmark Quarterly Average Volume Weighted Price exceeds $110.

For the three and six months ended June 30, 2026, the Company recognized $17.6 million and $59.9 million, respectively, in “Price protection agreement income” within the Company’s unaudited Condensed Consolidated Statements of Operations. See Note 13, “Supplemental Balance Sheet Information” for accrued Price protection agreement income amounts within the unaudited Condensed Consolidated Balance Sheets in “Other receivables.”

The right to the price floor protection granted by the DoW under the PPA (the “PPA Upfront Asset”) within the Company’s unaudited Condensed Consolidated Balance Sheets consisted of the following:


(in thousands)	June 30, 2026		December 31, 2025
PPA Upfront Asset	$	221,102	$	221,102
Less: Accumulated amortization	(33,558)		(11,434)

PPA Upfront Asset, net	$	187,544	$	209,668

Amortization expense related to the PPA Upfront Asset, which was included in “Depreciation, depletion and amortization” within the Company’s unaudited Condensed Consolidated Statements of Operations, was $10.9 million and $22.1 million for the three and six months ended June 30, 2026, respectively. No such amount was recognized for the three and six months ended June 30, 2025. No impairment charges were recorded during the three and six months ended June 30, 2026 and 2025.

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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:


	June 30, 2026								December 31, 2025
(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	$	15,877	$	—	$	—	$	15,877	$	16,536	$	—	$	—	$	16,536
Cash equivalents:
Money market funds	152,987		—		—		152,987		748,322		—		—		748,322

U.S. Treasury securities	92,725		1		—		92,726		334,339		59		—		334,398
Commercial paper	161,000		4		(2)		161,002		48,762		7		—		48,769
Certificates of deposit	6,482		1		—		6,483		17,985		1		—		17,986

Total cash equivalents	413,194		6		(2)		413,198		1,149,408		67		—		1,149,475
Total cash and equivalents	429,071		6		(2)		429,075		1,165,944		67		—		1,166,011
Short-term investments:

U.S. Treasury securities	1,015,855		5		(349)		1,015,511		636,214		367		—		636,581
Commercial paper	1,553		—		—		1,553		21,767		4		—		21,771
Certificates of deposit	6,500		—		—		6,500		5,923		—		—		5,923
Total short-term investments	1,023,908		5		(349)		1,023,564		663,904		371		—		664,275
Total cash, cash equivalents and short-term investments	$	1,452,979	$	11	$	(351)	$	1,452,639	$	1,829,848	$	438	$	—	$	1,830,286

The Company does not intend to sell, nor is it more likely than not that the Company will be required to sell any investments in unrealized loss positions before recovery of their amortized cost basis. The Company did not recognize any credit losses related to its available-for-sale investments during the three and six months ended June 30, 2026, and 2025. The unrealized losses on the Company’s available-for-sale investments were primarily due to unfavorable changes in interest rates subsequent to initial purchase. None of the available-for-sale investments held as of June 30, 2026, were in a continuous unrealized loss position for greater than 12 months and the unrealized losses and the related risk of expected credit losses were not material. The Company’s gross realized gains and losses were not material for the three and six months ended June 30, 2026 and 2025.

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 June 30,				For the six months ended June 30,
(in thousands)	2026		2025		2026		2025


Interest and investment income(1)	$	13,715	$	8,146	$	29,318	$	16,711

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

As of June 30, 2026, all outstanding available-for-sale investments had contractual maturities within one year and aggregated to a fair value of $1,283.8 million.

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NOTE 5—INVENTORIES

The Company’s inventories consisted of the following:


	June 30, 2026		December 31, 2025
(in thousands)
Raw materials and supplies, including spare parts	$	70,989	$	56,491
Mined ore stockpiles	24,668		23,795
Work in process	55,333		51,652
Finished goods	22,438		39,622
Total current inventories	173,428		171,560
Add: Non-current portion(1)	106,082		80,539
Total inventories	$	279,510	$	252,099

(1)Primarily represents stockpiles of mined ore and bastnaesite concentrate that are not expected to be processed or consumed within the next 12 months. The ore and concentrate amounts were $25.7 million and $46.0 million as of June 30, 2026, respectively, and $24.1 million and $31.7 million as of December 31, 2025, respectively.

NOTE 6—PROPERTY, PLANT AND EQUIPMENT

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


	June 30, 2026		December 31, 2025
(in thousands)
Land and land improvements	$	134,811	$	43,422
Buildings and building improvements	101,901		101,564
Machinery and equipment	884,917		756,202
Assets under construction	372,884		302,935
Mineral rights	438,395		438,395
Property, plant and equipment, gross	1,932,908		1,642,518
Less: Accumulated depreciation and depletion	(324,283)		(272,701)
Property, plant and equipment, net	$	1,608,625	$	1,369,817

Additions to Property, Plant and Equipment: The Company capitalized expenditures related to property, plant and equipment of $287.5 million and $66.2 million for the six months ended June 30, 2026, and 2025, respectively, including amounts not yet paid (see Note 21, “Supplemental Cash Flow Information”) and excluding equipment purchased with promissory notes (see Note 8, “Debt Obligations”). The capitalized expenditures for the six months ended June 30, 2026 and 2025, related primarily to machinery, equipment and assets under construction to support both the Company’s Independence Facility and 10X Facility, as well as various projects at Mountain Pass, including the HREE Facility (as defined in Note 15, “Government Grants”) and the chlor-alkali facilities.

In April 2026, the Company purchased a 120‑acre site in Northlake, Texas, for approximately $80 million where construction of the 10X Facility is currently underway.

The Company’s depreciation and depletion expenses, net of amounts capitalized into inventory, were as follows:


	For the three months ended June 30,				For the six months ended June 30,
(in thousands)	2026		2025		2026		2025
Depreciation expense	$	21,690	$	19,123	$	40,118	$	37,260
Depletion expense	$	2,409	$	1,288	$	4,596	$	4,168

There were no property, plant and equipment impairments recognized for the three and six months ended June 30, 2026 and 2025.

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NOTE 7—ASSET RETIREMENT AND ENVIRONMENTAL OBLIGATIONS

Asset Retirement Obligations

The Company estimates asset retirement obligations based on the requirements to reclaim certain land areas associated with mineral extraction activities and certain related facilities at Mountain Pass. Minor reclamation activities related to discrete portions of the Company’s operations are ongoing. As of June 30, 2026, the Company estimated a significant portion of the cash outflows for major reclamation activities, including the retirement of Mountain Pass, will be incurred beginning in 2053.

As of June 30, 2026, the credit-adjusted risk-free rate ranged between 6.5% and 8.8% depending on the timing of expected settlement and when the increment was recognized. There were no significant increments or decrements for the three and six months ended June 30, 2026 and 2025.

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 $8.0 million and $7.7 million as of June 30, 2026, and December 31, 2025, 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 $51.3 million and $51.4 million as of June 30, 2026, and December 31, 2025, respectively.

Environmental Obligations

The Company has certain environmental monitoring and remediation obligations related to the groundwater contamination in and around Mountain Pass. As of June 30, 2026, 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 4.84%. There were no significant changes in the estimated remaining costs for the three and six months ended June 30, 2026 and 2025.

The total estimated aggregate undiscounted cost of $39.9 million and $40.3 million as of June 30, 2026, and December 31, 2025, respectively, principally related to groundwater monitoring and remediation activities required by state and local agencies. Based on the Company’s estimate of the cost, 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 $18.4 million as of both June 30, 2026, and December 31, 2025. 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 both June 30, 2026, and December 31, 2025, the Company had financial assurance requirements of $46.2 million, which were satisfied with surety bonds placed with applicable California state and regional agencies.

NOTE 8—DEBT OBLIGATIONS

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


	June 30, 2026						December 31, 2025
(in thousands)	Principal Amount		Unamortized Debt Discount and Issuance Costs		Carrying Amount		Principal Amount		Unamortized Debt Discount and Issuance Costs		Carrying Amount

Convertible Notes due 2026	$	—	$	—	$	—	$	67,499	$	(88)	$	67,411
Convertible Notes due 2030	862,793		(15,526)		847,267		862,793		(17,492)		845,301
Samarium Project Loan	150,000		(62,684)		87,316		150,000		(63,971)		86,029
Total long-term debt	$	1,012,793	$	(78,210)	934,583		$	1,080,292	$	(81,551)	998,741
Less: Current portion					—						(67,411)
Total long-term debt, net of current portion					$	934,583					$	931,330

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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 June 30, 2026, the Company had no outstanding borrowings under the Revolving Credit Facility, $128.0 million of unused letter of credit capacity, and $203.0 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 terms. 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 June 30, 2026.

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 was payable on April 1st and October 1st of each year, beginning on October 1, 2021.

In March 2024, the Company irrevocably elected to fix the settlement method for all conversions of the 2026 Notes subsequent to the election date, to a combination of cash and shares of the Company’s common stock. As a result, for any conversions of 2026 Notes occurring after the election date, a converting holder would 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.

The 2026 Notes became convertible at the option of the holders beginning on January 1, 2026, through the business day immediately preceding the maturity date, and on April 1, 2026, at the election of their holders, the 2026 Notes were converted upon maturity pursuant to their terms and settled in full. The Company paid the principal amount of $67.5 million in cash and issued 337,741 shares of the Company’s common stock for the conversion consideration in excess of the principal amount.

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

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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 (the “Stock Price Condition”); (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 the maturity date of the 2030 Notes, holders may convert their outstanding notes at any time, regardless of the foregoing circumstances.

During the quarter ended June 30, 2026, the Stock Price Condition was met. Therefore, the 2030 Notes may be converted at the option of their holders during the three months ending September 30, 2026.

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.

Samarium Project Loan

In August 2025, the Company issued a $150.0 million unsecured promissory note to the DoW with a 12-year term, maturing on August 1, 2037 (the “Samarium Project Loan”), which bears interest at a fixed rate of 5.38% per annum, calculated as the 10-year U.S. Treasury constant maturity rate plus 1.00% at the time of funding. 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.

Equipment Notes

In December 2024, the Company and Caterpillar Financial Services Corporation entered into an uncommitted credit facility (the “Uncommitted Credit Facility”) with a principal amount of up to $25.0 million, which was subsequently increased to $40.0 million in December 2025. As of June 30, 2026, the Company had $10.9 million of remaining borrowing capacity under the Uncommitted Credit Facility. The promissory notes executed under the Uncommitted Credit Facility to finance new equipment, including trucks and wheel loaders for use at Mountain Pass, have terms between 4 years and 6 years with fixed interest rates between 6.5% and 7.4% per annum. The purchase of equipment through the execution of these notes is disclosed as a non-cash investing and financing activity in Note 21, “Supplemental Cash Flow Information.”

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


	June 30, 2026		December 31, 2025
(in thousands)
Equipment notes
Current	$	5,135	$	3,904
Non-current	23,964		20,366
	$	29,099	$	24,270

As of June 30, 2026, other than the Credit Agreement, none of the agreements governing the Company’s indebtedness contain financial covenants.

Interest expense, net

Interest expense, net was as follows:


	For the three months ended June 30,				For the six months ended June 30,
(in thousands)	2026		2025		2026		2025
Interest cost on Convertible Notes:
Coupon interest	$	6,471	$	6,513	$	12,984	$	13,026
Amortization of debt issuance costs	987		1,041		2,054		2,074
Total Convertible Notes interest cost	7,458		7,554		15,038		15,100
Interest cost on Samarium Project Loan:
Coupon interest	2,017		—		4,035		—
Amortization of debt discount and issuance costs	654		—		1,287		—
Total Samarium Project Loan interest cost	2,671		—		5,322		—
Other interest cost	2,507		362		4,611		516
Interest capitalized to property, plant and equipment, net	(2,933)		(2,502)		(5,422)		(2,587)
Interest expense, net	$	9,703	$	5,414	$	19,549	$	13,029

The debt issuance costs associated with the 2030 Notes are being amortized to interest expense over their term at an effective interest rate of 3.52%. The 2026 Notes matured on April 1, 2026, and had no remaining unamortized debt issuance costs to be amortized as of this date.

As of June 30, 2026, and December 31, 2025, accrued and unpaid interest pertaining to the Company’s debt obligations was $11.0 million and $10.9 million, respectively, and is included in “Other current liabilities” within the Company’s unaudited Condensed Consolidated Balance Sheets.

NOTE 9—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. No right-of-use asset impairment charges were recorded during the three and six months ended June 30, 2026 and 2025.

In July 2025, the Company entered into a magnet offtake agreement with the DoW (the “DoW Offtake Agreement”), which contains an embedded lease. Under this agreement, certain costs related to the development and commissioning of the 10X Facility incurred prior to the date at which the 10X Facility begins operations and is capable of producing any quantity of magnets are reimbursable by the DoW. Reimbursable amounts will be initially deferred as a contract liability and subsequently recognized into revenue as the Company fulfills its obligations under the contract.

As of June 30, 2026, and December 31, 2025, the contract liability for reimbursable amounts, which is included within the unaudited Condensed Consolidated Balance Sheets in non-current “Deferred revenue,” totaled $6.0 million and $2.3 million, respectively. Furthermore, certain of these development and commissioning costs of the 10X Facility subject to reimbursement

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qualify for capitalization as costs to fulfill a contract with a customer. As of June 30, 2026 and December 31, 2025, the Company capitalized $6.0 million and $2.3 million, respectively, of these contract fulfillment costs, which are included within the unaudited Condensed Consolidated Balance Sheets in “Other non-current assets.” These costs will be expensed following the pattern of revenue recognized from the reimbursements under the contract.

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	June 30, 2026		December 31, 2025
(in thousands)
Operating leases:
Right-of-use assets	Other non-current assets	$	19,080	$	13,214

Operating lease liability, current	Other current liabilities	$	3,733	$	3,216
Operating lease liability, non-current	Other non-current liabilities	14,201		8,429
Total operating lease liabilities		$	17,934	$	11,645

NOTE 10—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 30.8% and 34.2% for the three and six months ended June 30, 2026, respectively, as compared to 27.7% and 23.4% for the three and six months ended June 30, 2025, respectively.

During the six months ended June 30, 2026, the Company placed into service certain machinery and equipment at the Independence Facility subject to the Section 48C Qualifying Advanced Energy Project Tax Credit (the “48C Credit”), resulting in a 48C Credit of $11.0 million, net of valuation allowance. The current and noncurrent portions of the 48C Credit are included in “Other current liabilities” and “Deferred investment tax credit,” respectively, within the Company’s unaudited Condensed Consolidated Balance Sheets.

NOTE 11—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. 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.

On April 17, 2026, a binding arbitration concluded with an award to a general contractor for a construction project totaling $45.3 million, consisting of $36.5 million for the associated claims (of which, $30.5 million was previously estimated and accrued as of December 31, 2025), and $8.8 million in interest. The claims component of $36.5 million pertained directly to the cost of the constructed assets and was recorded as an adjustment to “Property, plant and equipment, net” within the Company’s unaudited Condensed Consolidated Balance Sheets. The interest component of $8.8 million was recognized in “Other operating costs and expenses (income), net” within the Company’s unaudited Condensed Consolidated Statements of Operations. The Company paid the $45.3 million award amount during the three months ended June 30, 2026.

NOTE 12—REDEEMABLE PREFERRED STOCK

In July 2025, the Company issued 400,000 shares of newly designated Series A Cumulative Perpetual Convertible Preferred Stock (the “Series A Preferred Stock”) with a stated value of $1,000 per share (the “Stated Value”) 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.

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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 redemption rights for a deemed liquidation event that, in certain circumstances, is 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.

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 sum of the Stated Value, certain paid-in-kind dividends as defined in the stock purchase agreement, and 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 June 30, 2026, and December 31, 2025, the aggregate minimum liquidation preference (i.e., the Liquidation Floor) was $428.1 million and $413.5 million, respectively. 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 June 30, 2026. 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.

NOTE 13—SUPPLEMENTAL BALANCE SHEET INFORMATION

The Company’s other receivables consisted of the following:


	June 30, 2026		December 31, 2025
(in thousands)
PPA income receivable	$	17,580	$	51,016
Government grant receivable	23,276		41,980
Apple prepayment receivable	—		32,000
DoW reimbursable costs receivable	3,892		2,328
Other receivables	11,533		4,718
Other receivables	$	56,281	$	132,042

The Company’s accrued liabilities consisted of the following:


	June 30, 2026		December 31, 2025
(in thousands)
Accrued payroll and related	$	17,331	$	21,896
Accrued construction costs	30,986		60,289
Accrued taxes	1,870		2,105
Other accrued liabilities	10,142		10,796
Accrued liabilities	$	60,329	$	95,086

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NOTE 14—REVENUE RECOGNITION

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


	For the three months ended June 30,				For the six months ended June 30,
(in thousands)	2026		2025		2026		2025
Revenue category by segment
Materials segment
NdPr oxide and metal	$	94,434	$	25,045	$	165,570	$	49,366
Rare earth concentrate	—		11,877		—		41,992
Other revenue	1,195		610		2,236		1,793
Total Materials segment revenue	95,629		37,532		167,806		93,151

Magnetics segment
Magnetic precursor products	16,524		19,861		37,602		25,052
Intersegment eliminations(1)	(3,663)		—		(6,269)		—
Total revenue	$	108,490	$	57,393	$	199,139	$	118,203

(1)Represents the elimination of intersegment revenues associated with NdPr oxide sales made by the Materials segment to the Magnetics segment.

NdPr oxide and metal revenue was primarily generated from sales made under the Company’s distribution agreement with Sumitomo Corporation of Americas as well as an offtake agreement with a leading U.S. technology and industrial company entered into during the first quarter of 2026.

Rare earth concentrate revenue was primarily generated from sales under the Shenghe Offtake Agreement (as defined in Note 19, “Related-Party Transactions”).

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.

Bill-and-Hold Arrangements: During the three and six months ended June 30, 2026, the Company recognized revenue under bill-and-hold arrangements of $51.3 million and $94.6 million, respectively, as compared to $19.9 million and $25.1 million for the three and six months ended June 30, 2025, respectively, under which control of the product transfers to the customer, but the product remains in the custody of the Company. For sales at the Materials segment, the performance obligation is satisfied at the point in time the finished product is delivered to a third party’s storage warehouse. For sales at the Magnetics segment, the performance obligation is satisfied at the point in time the finished product is packaged, segregated and ready for shipment to the customer.

Contract Balances: 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 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 Company’s deferred revenue activity:


	For the six months ended June 30,
(in thousands)	2026		2025
Beginning balance(1)	$	158,190	$	100,000
Additions to deferred revenue(2)	5,810		50,000
Revenue recognized during the period(3)	(37,592)		(25,052)
Ending balance(1)	$	126,408	$	124,948

(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) For the six months ended June 30, 2026, the amount related to reimbursable costs from the DoW under the DoW Offtake Agreement (see Note 9, “Operating Leases,” for details) as well as a significant financing component associated with the Apple long-term supply agreement discussed below. For the six months ended June 30, 2025, the amount related to the final prepayment for magnetic precursor products under the long-term agreement with GM.
(3) All the revenue recognized during the period was included in the beginning deferred revenue balance. For the three months ended June 30, 2026, and 2025, the Company recognized $16.5 million and $19.9 million, respectively, of revenue that was included in the deferred revenue balance at the beginning of the period.

As of June 30, 2026, the Company classified the full amount of the remaining prepayment from GM of $45.5 million as current deferred revenue within its unaudited Condensed Consolidated Balance Sheets based on the Company’s expectation that the related performance obligations will be satisfied within one year after this date. 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.

In July 2025, the Company entered into a definitive, long-term supply agreement with Apple Inc. (“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 June 30, 2026, the Company had received cumulative prepayments from Apple of $72.0 million and had not yet recognized any of this amount as revenue under this arrangement. As of June 30, 2026, the Company classified the $72.0 million as non-current deferred revenue within its unaudited Condensed Consolidated Balance Sheets based on the Company’s expected satisfaction of the associated performance obligations beginning no earlier than the latter half of 2027. Due to the extended timing difference between when Apple makes a prepayment for magnets and when the Company expects to transfer control of those magnets to Apple, the Company identified a significant financing component. The significant financing component is accreted to interest expense using the Company’s incremental borrowing rate over the period in which the prepayments are outstanding with an accrual to increase deferred revenue.

NOTE 15—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 six months ended June 30, 2026 and 2025, the Company recorded HREE Facility grant amounts of $5.0 million and $12.2 million, respectively.

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

As of June 30, 2026, and December 31, 2025, the government grant receivable and the deferred government grant balances within the Company’s unaudited Condensed Consolidated Balance Sheets pertained to the 45X Credit.

The current and non-current portions of the government grant receivable are included in “Other receivables” and “Other non-current assets,” respectively, within the Company’s unaudited Condensed Consolidated Balance Sheets (see also Note 13, “Supplemental Balance Sheet Information”). The non-current portion of the government grant receivable balance was $23.4 million and zero as of June 30, 2026 and December 31, 2025, respectively. During the six months ended June 30, 2026,

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the Company received $19.0 million related to the 45X Credit claimed on its 2024 federal tax return. The current portions of deferred government grants, which are included in “Other current liabilities,” were not material.

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


	For the three months ended June 30,				For the six months ended June 30,
(in thousands)	2026		2025		2026		2025
Cost of sales (excluding depreciation, depletion and amortization) (including related party)	$	7,398	$	3,855	$	15,004	$	7,118
Selling, general and administrative	$	1,481	$	75	$	2,540	$	452
Depreciation, depletion and amortization	$	681	$	549	$	1,338	$	1,084

NOTE 16—STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION

Warrant

On July 10, 2025, the Company issued a warrant (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. As of June 30, 2026, no shares of common stock had been issued pursuant to the exercise of the Warrant.

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 market- and/or performance-based goals. In November 2025, the Board of Directors approved and authorized annual increases to the shares of common stock available for issuance under the 2020 Incentive Plan equal to 2% of the Company’s outstanding common stock as of December 31st of the immediately preceding year, with the first increase effective January 1, 2026, and continuing annually through the year ending December 31, 2030. As of June 30, 2026, the Company had not issued any stock options or SARs and there were 7,392,043 shares available for future grants under the 2020 Incentive Plan.

Market-Based PSUs**:** In March 2026, pursuant to the 2020 Incentive Plan, the Compensation Committee of the Company’s Board of Directors adopted a performance share plan (the “2026 Performance Share Plan”). Pursuant to the 2026 Performance Share Plan, during the six months ended June 30, 2026, the Company granted 114,224 market-based performance stock units (“PSUs”) at target. The market-based PSUs have the potential to be earned at between 0% and 200% of the number of awards granted depending on the level of growth of the Company’s total shareholder return (“TSR”) as compared to the TSR of the S&P 500 Index over three separate performance periods of one, two, and three years. The market-based PSUs will cliff vest after a requisite service period of approximately three years, assuming the market-based TSR goals are achieved. The fair value of the market-based PSUs was determined using a Monte Carlo simulation technique.

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


	For the three months ended June 30,				For the six months ended June 30,
(in thousands)	2026		2025		2026		2025
Cost of sales (excluding depreciation, depletion and amortization) (including related party)	$	1,804	$	714	$	4,354	$	2,748
Selling, general and administrative	8,965		4,586		18,570		9,701
Start-up costs	475		127		1,162		331
Advanced projects and development	43		125		131		125
Total stock-based compensation expense	$	11,287	$	5,552	$	24,217	$	12,905

Stock-based compensation capitalized to property, plant and equipment, net	$	940	$	957	$	2,456	$	2,236
Stock-based compensation capitalized to inventories	$	734	$	—	$	2,176	$	—

NOTE 17—FAIR VALUE MEASUREMENTS

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


Level 1:						Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2:						Quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, quoted prices or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability and model-based valuation techniques (e.g., the Black-Scholes model) for which all significant inputs are observable in active markets;

Level 3:						Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

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

Cash, Cash Equivalents and Restricted Cash

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

Short-term Investments

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

Derivative Instrument

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

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changed, could result in higher or lower fair value measurements of the derivative instrument as of the reporting date. The following assumptions were used within the model:


Valuation Assumptions:	June 30, 2026			December 31, 2025
Expected volatility	76.2		%	79.6		%
Risk-free interest rate	4.2		%	3.7		%
Discount rate	8.2		%	7.7		%
Dividend yield	—		%	—		%
Term to maturity	3.7 years			4.2 years
Stock price	$	56.01		$	50.52

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:


	June 30, 2026
(in thousands)	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	429,075	$	429,075	$	429,075	$	—	$	—
Short-term investments	$	1,023,564	$	1,023,564	$	1,023,564	$	—	$	—
Restricted cash	$	541	$	541	$	541	$	—	$	—
Derivative instrument	$	11,583	$	11,583	$	—	$	—	$	11,583
Financial liabilities:

2030 Notes	$	847,267	$	2,314,641	$	2,314,641	$	—	$	—
Samarium Project Loan	$	87,316	$	98,536	$	—	$	98,536	$	—
Equipment notes	$	29,099	$	29,972	$	—	$	29,972	$	—

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	December 31, 2025
(in thousands)	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	1,166,011	$	1,166,011	$	1,166,011	$	—	$	—
Short-term investments	$	664,275	$	664,275	$	664,275	$	—	$	—
Restricted cash	$	1,348	$	1,348	$	1,348	$	—	$	—
Derivative instrument	$	8,708	$	8,708	$	—	$	—	$	8,708
Financial liabilities:
2026 Notes	$	67,411	$	82,449	$	82,449	$	—	$	—
2030 Notes	$	845,301	$	2,172,782	$	2,172,782	$	—	$	—
Samarium Project Loan	$	86,029	$	98,081	$	—	$	98,081	$	—
Equipment notes	$	24,270	$	25,339	$	—	$	25,339	$	—

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


	For the three months ended June 30,				For the six months ended June 30,
(in thousands)	2026		2025		2026		2025
Beginning balance	$	12,806	$	6,997	$	8,708	$	—
Included in earnings(1)	(1,223)		(2,529)		2,875		4,468
Ending balance	$	11,583	$	4,468	$	11,583	$	4,468

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

NOTE 18—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 Company’s Series A Preferred Stock is a participating security because these shares contractually entitle their holders to potentially participate in certain dividends, as such payments are defined in the stock purchase agreement, but do not contractually require their holders to participate in the Company’s losses.

The two-class method is an earnings allocation formula that 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. 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 (the numerator) by the weighted-average number of common shares outstanding during the period (the denominator) using the treasury stock method, the if-converted method, or the two-class method, as applicable. The numerator is adjusted for the effects of changes in income available to common stock that arise from the assumed conversion of dilutive convertible securities. The denominator is adjusted for the effects of dilutive potential common shares outstanding.

For the three and six months ended June 30, 2026, and 2025, the weighted-average common shares outstanding used in the calculation of basic loss per common share were the same as the weighted-average common shares outstanding used in the calculation of diluted loss per common share because the Company was in a loss position for both periods presented.

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


	For the three months ended June 30,		For the six months ended June 30,
	2026	2025	2026	2025

2030 Notes	39,683,215	39,683,215	39,683,215	39,683,215
Series A Preferred Stock	13,320,013	—	13,320,013	—
Warrant	11,201,659	—	11,201,659	—

RSUs	1,610,509	1,765,358	1,610,509	1,765,358
PSUs	708,908	397,729	708,908	397,729
Total	66,524,304	41,846,302	66,524,304	41,846,302

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


	For the three months ended June 30,				For the six months ended June 30,
(in thousands, except share and per share data)	2026		2025		2026		2025
Calculation of basic loss per common share:
Net loss attributable to common stockholders	$	(20,296)	$	(30,872)	$	(28,264)	$	(53,520)
Weighted-average shares outstanding, basic	178,409,085		163,834,693		178,215,393		163,799,713
Basic loss per common share	$	(0.11)	$	(0.19)	$	(0.16)	$	(0.33)

Calculation of diluted loss per common share:
Net loss attributable to common stockholders	$	(20,296)	$	(30,872)	$	(28,264)	$	(53,520)




Weighted-average shares outstanding, diluted	178,409,085		163,834,693		178,215,393		163,799,713
Diluted loss per common share	$	(0.11)	$	(0.19)	$	(0.16)	$	(0.33)

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 June 30, 2026.

NOTE 19—RELATED-PARTY TRANSACTIONS

Shenghe Offtake Agreement: In 2024, the Company entered into an 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”), that replaced and extended the then-existing offtake agreement with Shenghe.

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.

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 customers in China and did not extend the term of the Shenghe Offtake Agreement when it expired in January 2026.

Starting in the fourth quarter of 2025, Shenghe was no longer considered a related party of the Company.

Revenue and Cost of Sales: For the three and six months ended June 30, 2025, during the period when Shenghe was considered a related party, the Company recognized $11.9 million and $42.0 million, respectively, of rare earth concentrate

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revenue, $0.5 million and $9.3 million, respectively, of NdPr oxide and metal revenue and incurred $8.6 million and $31.4 million, respectively, of associated Cost of sales (excluding depreciation, depletion and amortization).

Purchases of Materials and Supplies: For the three and six months ended June 30, 2025, during the period when Shenghe was considered a related party, the Company purchased from Shenghe in the ordinary course of business zero and $16.1 million of certain raw materials (generally produced by an unrelated third-party manufacturer), respectively.

NOTE 20—SEGMENT REPORTING

The Company’s reportable segments, which are primarily based on the Company’s internal organizational structure and types of products, are its two operating segments—Materials and Magnetics (no operating segments have been aggregated).

The Materials segment operates Mountain Pass, which produces rare earth products. The Materials segment currently generates revenue primarily from sales of NdPr oxide and metal, principally sold to customers in the United States, Japan, South Korea, and broader Asia. The Materials segment historically generated revenue from sales of rare earth concentrate into the Chinese market.

The Magnetics segment includes (i) the Independence Facility, where the Company produces and sells magnetic precursor products and, beginning in December 2025, commenced manufacturing NdFeB permanent magnets, and (ii) the 10X Facility. The initial sales from the Independence Facility of magnetic precursor products, including NdPr metal, were made to GM and began in the first quarter of 2025.

The chief operating decision maker (“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 and price protection agreement income 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 six months ended June 30, 2026 and 2025, is included in the tables below.

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

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


	For the three months ended June 30, 2026
(in thousands)	Materials		Magnetics		Total
Revenue from external customers	$	91,966	$	16,524	$	108,490
Intersegment revenues(1)	3,663		—		3,663
	95,629		16,524		112,153
Elimination of intersegment revenues(1)					(3,663)
Total consolidated revenues					$	108,490
Price protection agreement income	17,580		—
Significant segment expenses:
Cost of sales (excluding depreciation, depletion and amortization and stock-based compensation expense)(2)	69,325		4,349
Selling, general and administrative (excluding stock-based compensation expense)(3)	10,522		4,048
Other segment items(4)	857		595
Segment Adjusted EBITDA	$	32,505	$	7,532	40,037

Reconciling items to consolidated loss before income taxes
Corporate expenses and other(5)					(10,983)
Elimination of intersegment Adjusted EBITDA(1)					(561)
Depreciation, depletion and amortization					(35,379)
Interest expense, net					(9,703)
Stock-based compensation expense					(11,287)
Initial start-up costs					(13,588)
Transaction-related and other costs					285
Accretion of asset retirement and environmental obligations					(385)

Loss on disposals of long-lived assets, net					(168)

Other income, net					12,397
Loss before income taxes					$	(29,335)

Segment capital expenditures	$	85,773	$	144,257	$	230,030
Other capital expenditures(6)					305
Total capital expenditures for the three months ended June 30, 2026					$	230,335

(1)Relates to NdPr oxide sales made by the Materials segment to the Magnetics segment.

(2)The primary difference between this significant segment expense and “Cost of sales (excluding depreciation, depletion and amortization) (including related party)” within the Company’s unaudited Condensed Consolidated Statements of Operations relates to stock-based compensation, which as disclosed in Note 16, “Stockholders’ Equity and Stock-Based Compensation,” was $1.8 million for the three months ended June 30, 2026. 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)The primary differences between this significant segment expense and “Selling, general and administrative” within the Company’s unaudited Condensed Consolidated Statements of Operations relates to stock-based compensation and unallocated corporate costs, which are included in “Corporate expenses and other” in the table above. As disclosed in Note 16, “Stockholders’ Equity and Stock-Based Compensation,” the total stock-based compensation expense included in “Selling, general and administrative” within the Company’s unaudited Condensed Consolidated Statements of Operations for the three months ended June 30, 2026, was $9.0 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.

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

(5)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.

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

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	For the three months ended June 30, 2025
(in thousands)	Materials		Magnetics		Total
Revenue from external customers	$	37,532	$	19,861	$	57,393
Total consolidated revenues					$	57,393
Significant segment expenses:
Cost of sales (excluding depreciation, depletion and amortization and stock-based compensation expense)(1)	40,264		8,918
Selling, general and administrative (excluding stock-based compensation expense)(2)	9,542		2,686
Other segment items(3)	404		168
Segment Adjusted EBITDA	$	(12,678)	$	8,089	(4,589)

Reconciling items to consolidated loss before income taxes
Corporate expenses and other(4)					(7,946)
Depreciation, depletion and amortization					(20,777)
Interest expense, net					(5,414)
Stock-based compensation expense					(5,427)
Initial start-up costs					(634)
Transaction-related and other costs					(5,128)
Accretion of asset retirement and environmental obligations					(372)
Gain on disposals of long-lived assets, net					991

Other income, net					6,572
Loss before income taxes					$	(42,724)

Segment capital expenditures	$	12,581	$	16,417	$	28,998
Other capital expenditures(5)					8
Total capital expenditures for the three months ended June 30, 2025					$	29,006

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

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

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

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

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

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	For the six months ended June 30, 2026
(in thousands)	Materials		Magnetics		Total
Revenue from external customers	$	161,537	$	37,602	$	199,139
Intersegment revenues(1)	6,269		—		6,269
	167,806		37,602		205,408
Elimination of intersegment revenues(1)					(6,269)
Total consolidated revenues					$	199,139
Price protection agreement income	59,853		—
Significant segment expenses:
Cost of sales (excluding depreciation, depletion and amortization and stock-based compensation expense)(2)	136,105		11,877
Selling, general and administrative (excluding stock-based compensation expense)(3)	20,624		7,521
Other segment items(4)	1,693		1,080
Segment Adjusted EBITDA	$	69,237	$	17,124	86,361

Reconciling items to consolidated loss before income taxes
Corporate expenses and other(5)					(20,570)
Elimination of intersegment Adjusted EBITDA					(688)
Depreciation, depletion and amortization					(67,516)
Interest expense, net					(19,549)
Stock-based compensation expense					(24,154)
Initial start-up costs					(18,441)
Transaction-related and other costs(6)					(10,204)
Accretion of asset retirement and environmental obligations					(771)

Loss on disposals of long-lived assets, net					(168)

Other income, net					32,723
Loss before income taxes					$	(42,977)

Segment capital expenditures	$	116,319	$	190,868	$	307,187
Other capital expenditures(7)					524
Total capital expenditures for the six months ended June 30, 2026					$	307,711

(1)Relates to NdPr oxide sales made by the Materials segment to the Magnetics segment.

(2)The primary difference between this significant segment expense and “Cost of sales (excluding depreciation, depletion and amortization) (including related party)” within the Company’s unaudited Condensed Consolidated Statements of Operations relates to stock-based compensation, which as disclosed in Note 16, “Stockholders’ Equity and Stock-Based Compensation,” was $4.4 million for the six months ended June 30, 2026. 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)The primary differences between this significant segment expense and “Selling, general and administrative” within the Company’s unaudited Condensed Consolidated Statements of Operations relates to stock-based compensation and unallocated corporate costs, which are included in “Corporate expenses and other” in the table above. As disclosed in Note 16, “Stockholders’ Equity and Stock-Based Compensation,” the total stock-based compensation expense included in “Selling, general and administrative” within the Company’s unaudited Condensed Consolidated Statements of Operations for the six months ended June 30, 2026, was $18.6 million. Other differences are the result of excluding certain other costs because they are non-recurring, non-cash or are not related to the segments’ underlying business performance.

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

(6)Pertains to legal, consulting, and advisory services, and other costs associated with specific matters or transactions, including $8.8 million related to the settlement of a construction-related litigation matter. See Note 11, “Commitments and Contingencies,” for additional details.

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

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	For the six months ended June 30, 2025
(in thousands)	Materials		Magnetics		Total
Revenue from external customers	$	93,151	$	25,052	$	118,203
Total consolidated revenues					$	118,203
Significant segment expenses:
Cost of sales (excluding depreciation, depletion and amortization and stock-based compensation expense)(1)	84,741		11,294
Selling, general and administrative (excluding stock-based compensation expense)(2)	16,551		4,971
Other segment items(3)	779		205
Segment Adjusted EBITDA	$	(8,920)	$	8,582	(338)

Reconciling items to consolidated loss before income taxes
Corporate expenses and other(4)					(14,893)
Depreciation, depletion and amortization					(42,161)
Interest expense, net					(13,029)
Stock-based compensation expense					(12,780)
Initial start-up costs					(1,406)
Transaction-related and other costs					(7,944)
Accretion of asset retirement and environmental obligations					(745)
Gain on disposals of long-lived assets, net					1,607

Other income, net					21,790
Loss before income taxes					$	(69,899)

Segment capital expenditures	$	27,924	$	31,541	$	59,465
Other capital expenditures(5)					8
Total capital expenditures for the six months ended June 30, 2025					$	59,473

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

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

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

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

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NOTE 21—SUPPLEMENTAL CASH FLOW INFORMATION

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


	For the six months ended June 30,
(in thousands)	2026		2025
Supplemental cash flow information:
Cash paid for interest, net of amounts capitalized	$	13,657	$	12,231


Change in construction payables and accrued construction costs	$	(20,198)	$	6,681
Supplemental non-cash investing and financing activities:

Property, plant and equipment acquired with equipment notes	$	6,934	$	27,029
Operating right-of-use assets obtained in exchange for lease liabilities	$	7,977	$	1,451

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