Results of Operations and Financial Condition. On November 5, 2026, MP Materials Corp. (the “Company”) issued a press release announcing its financial results for the three months ended September 30, 2026. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference in this

Results of Operations and Financial Condition. On August 6, 2026, MP Materials Corp. (the “Company”) issued a press release announcing its financial results for the three months ended June 30, 2026. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference in this

Results of Operations and Financial Condition. On May 7, 2026, MP Materials Corp. (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2026. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference in this

Results of Operations and Financial Condition. On February 26, 2026, MP Materials Corp. (the “Company”) issued a press release announcing its financial results for the three months and year ended December 31, 2025. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference in this

Cautionary Note Regarding Forward-Looking Statements This Current Report on Form 8-K contains certain statements that are not historical facts and are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements may be identified by the use of words such as “estimat…

Results of Operations and Financial Condition. On November 6, 2025, MP Materials Corp. (the “Company”) issued a press release announcing its financial results for the three months ended September 30, 2025. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference in this

The filing describes the approval of restricted stock units with performance conditions for executive officers, which is a compensation matter.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Entry into a Material Definitive Agreement. On August 25, 2025 (the “Effective Date”), MP Materials Corp. (the “Company”) entered into a credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) and collateral agent (the “Collateral Agent”), and the lenders and L/C issuers party thereto. The Credit Agreement provides for a 5-year, $275.0 million revolving credit facility for general corporate purposes (the “Revolving Credit…

Other Events. On August 15, 2025, as required by the Registration Rights Agreement (as defined below), MP Materials Corp. (the “Company”) filed a prospectus supplement with the Securities and Exchange Commission (the “SEC”) solely to register the potential resale by the United States Department of Defense (the “selling securityholder”) of up to 24,521,672 shares of the Company’s common stock that could be issued to the selling securityholder in the event of a conversion of the preferred stock…

Results of Operations and Financial Condition. On August 7, 2025, MP Materials Corp. (the “Company”) issued a press release announcing its financial results for the three months ended June 30, 2025. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference in this

Other Events. Underwriting Agreement On July 16, 2025, MP Materials Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale (the “Offering”) of 11,818,181 shares of its common stock, par value $0.0001 per share, at a price to the public of $55.00 per share. Pursuant to…

Other Events. On July 15, 2025, the Company entered into a $500 million 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, Apple has agreed to make a…

of this Current Report on Form 8-K under the heading “Press Release and Investor Presentation,” as well as Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On the Closing Date, the Department of Defense agreed to extend the Samarium Project Loan to the Company and the Company agreed to accept such loan no later than 30 days after the Effective Date (subject to extension if mutually agreed between the Department of Defense and the Company). The Samarium Project Loan will be in the aggregate principal amount of $150,000,000, pursuant…

Unregistered Sale of Equity Securities. On the Closing Date, the Company will issue 400,000 shares of Series A Preferred Stock and the Warrant to the Department of Defense. The offer and sale of the shares of Series A Preferred Stock pursuant to the Subscription Agreement, and the issuance of the Warrant pursuant to the Transaction Agreement, will each be made in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Secti…

Entry into a Material Definitive Agreement On July 9, 2025 (the “Effective Date”), the Company entered into a Transaction Agreement (the “Transaction Agreement,” and the transactions contemplated thereby, the “Transactions”) with the Department of Defense. The Transaction Agreement contemplates the concurrent execution of a number of additional agreements, and the Transaction Agreement and the additional agreements entered into are each described herein. Price Protection Agreement On the Effe…

Material Modification to Rights of Security Holders. On the Closing Date, the Company will issue 400,000 shares of Series A Preferred Stock to the Department of Defense. Holders of the Series A Preferred Stock will have preferential rights on the distribution of the Company’s assets upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company over holders of Common Stock and any other series of preferred stock issued by the Company in the future. A mo…

Results of Operations and Financial Condition. On May 8, 2025, MP Materials Corp. (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2025. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference in this

Chief Accounting Officer — David G. Infuso: David G. Infuso was promoted from an internal role to Chief Accounting Officer, a standard succession event that does not constitute a loss of a senior executive.

Results of Operations and Financial Condition. On February 20, 2025, MP Materials Corp. (the “Company”) issued a press release announcing its financial results for the three months and year ended December 31, 2024. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference in this

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Entry into a Material Definitive Agreement. On December 16, 2024 and December 17, 2024, MP Materials Corp. (the “Company”) completed its previously announced exchanges with a limited number of holders of its 0.25% green convertible senior notes due 2026 (the “2026 Convertible Notes”), in each case pursuant to exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the separate, privately negotiated exchange agreements (the “Exchange Agreem…

The 2030 Convertible Notes were exchanged in reliance upon Section 4(a)(2) of the Securities Act in transactions not involving any public offering. Initially, a maximum of 7,423,890 shares of the Company’s common stock may be issued upon conversion of the additional 2030 Convertible Notes, based on the initial maximum conversion rate of 64.3915 shares of common stock per $1,000 principal amount of 2030 Convertible Notes, which is subject to customary adjustments. The exchanges for the 2030 Co…

Other Events. On December 9, 2024, MP Materials Corp. (the “Company”) entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) with a limited number of holders of its 0.25% green convertible senior notes due 2026 (the “2026 Convertible Notes”), in each case pursuant to exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Exchange Agreements, the Company will exchange approximately $131.6 million in…