Form 8-K

8-K — MP Materials Corp. / DE

Accession: 0001801368-26-000047

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0001801368

SIC: 1000 (METAL MINING)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — mp-20260806.htm (Primary)

EX-99.1 (mpmcq22026er.htm)

GRAPHIC (image_2.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: mp-20260806.htm · Sequence: 1

mp-20260806

0001801368FALSEMP Materials Corp. / DE00018013682026-08-062026-08-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2026

MP MATERIALS CORP.

(Exact name of registrant as specified in its charter)

Delaware 001-39277 84-4465489

(State or other jurisdiction of incorporation)

(Commission File Number) (IRS Employer Identification No.)

1700 S. Pavilion Center Drive, Suite 800

Las Vegas, Nevada 89135

(Address of principal executive offices and Zip Code)

(702) 844-6111

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, par value of $0.0001 per share MP New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 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 Item 2.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1

Press release dated August 6, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 6, 2026

MP Materials Corp.

By: /s/ Elliot D. Hoops

Elliot D. Hoops

General Counsel and Secretary

EX-99.1

Filename: mpmcq22026er.htm · Sequence: 2

Document

Exhibit 99.1

MP Materials Reports Second Quarter 2026 Results

NdPr production of 840 metric tons, a 41% increase year over year

NdPr sales of 1,006 metric tons1, a 127% increase year over year

Generated $126.1 million of consolidated revenue and PPA Income, consisting of

$108.5 million of revenue and $17.6 million of PPA Income

Materials Segment1 generated $95.6 million in revenue, $17.6 million of PPA Income, and $32.5 million in Adjusted EBITDA

Magnetics Segment generated $16.5 million in revenue and $7.5 million in Adjusted EBITDA

Signed significant long-term offtake agreement with new American aerospace and defense customer for separated gadolinium, expanding HREE business at attractive economics

Launched Project Swarm to aggregate demand and standardize specs for the drone industry; executed subscription agreements with multiple leading U.S. and allied customers

LAS VEGAS, August 6, 2026 – MP Materials Corp. (NYSE: MP) (“MP Materials” or the “Company”), today announced financial and operational results for the three months ended June 30, 2026.

“MP Materials built on its strong start to the year, ramping NdPr production and sales volumes while generating solid Adjusted EBITDA,” said James Litinsky, Founder, Chairman and CEO of MP Materials. “We also signed a significant long-term agreement to supply gadolinium to a new U.S. aerospace and defense customer at attractive economics, expanding both our customer base and our heavy rare earth product portfolio.”

Litinsky continued, “Across our business, we continued to execute on our long-term strategy. Magnet qualification at Independence advanced through additional deliveries for customer qualification and regulatory testing, while construction of our 10X facility accelerated. As we expand our commercial relationships, scale domestic manufacturing capacity, and deepen our vertical integration, we are strengthening MP's competitive position and building a differentiated industrial platform that we believe will drive long-term shareholder value.”

Second Quarter 2026 Consolidated Financial Highlights

For the three months ended June 30,

2026 vs. 2025

(in thousands, except per share data, unaudited) 2026 2025 $ Change % Change

Financial Measures:

Revenue $ 108,490 $ 57,393 $ 51,097 89 %

Price protection agreement income $ 17,580 $ — $ 17,580 N/M

Net loss

$ (20,296) $ (30,872) $ 10,576 34 %

Adjusted EBITDA2

$ 28,493 $ (12,535) $ 41,028 N/M

Adjusted Net Loss2

$ (2,089) $ (21,374) $ 19,285 90 %

Diluted loss per common share

$ (0.11) $ (0.19) $ 0.08 42 %

Adjusted Diluted EPS2

$ (0.01) $ (0.13) $ 0.12 92 %

N/M = Not meaningful.

1 Includes sales volumes, revenue, and profits recognized in the Materials Segment on intercompany transactions with the Magnetics Segment.

2 See “Use of Non-GAAP Financial Measures” below for the definitions. See tables below for reconciliations of non-GAAP financial measures to their most directly comparable GAAP financial measures.

Second Quarter 2026 Consolidated Review

Consolidated revenue increased 89% year over year to $108.5 million, driven by higher sales of NdPr oxide and metal, as well as stronger market pricing. The increase was partially offset by the cessation of concentrate sales beginning in July 2025 and slightly lower revenue from magnet precursor products due to the start-up of magnetics production at Independence.

Adjusted EBITDA increased by $41.0 million year over year to $28.5 million, driven mainly by the changes in revenues discussed above, as well as the price protection agreement income (“PPA Income”) generated in the Materials Segment. These improvements were partially offset by higher Cost of Sales in the Materials Segment due to the significant growth in NdPr sales volumes as well as higher SG&A mainly driven by higher headcount to support our downstream expansion.

Adjusted Net Loss improved by $19.3 million year over year to $(2.1) million, driven primarily by the higher Adjusted EBITDA discussed above, along with higher interest income due to increased cash and short-term investment balances. This improvement was partially offset by the amortization related to the price protection agreement upfront asset, with no comparable cost in the prior year period, as well as higher interest expense mainly due to the July 2025 Department of War loan to support the buildout of samarium oxide production.

Net loss improved by $10.6 million year over year to $(20.3) million, primarily due to the factors driving the improvement in Adjusted Net Loss discussed above, partially offset by higher Start-up costs from the ramp-up of start-up activities for initial magnet production ahead of commercial production, as well as higher stock based compensation expense.

Diluted loss per common share and Adjusted Diluted EPS improved by $0.08 and $0.12 year over year, respectively, to $(0.11) and $(0.01), respectively, in line with the change in Net loss and Adjusted Net Loss discussed above.

Second Quarter 2026 Segment Financial Highlights

For the three months ended June 30,

2026 vs. 2025

(in thousands, unaudited) 2026 2025 $ Change % Change

Segment Financials:

Revenue

Materials Segment $ 95,629 $ 37,532 $ 58,097 155 %

Magnetics Segment 16,524 19,861 (3,337) (17) %

Intercompany eliminations(1)

(3,663) — (3,663) N/M

Total revenue $ 108,490 $ 57,393 $ 51,097 89 %

Segment Adjusted EBITDA

Materials Segment $ 32,505 $ (12,678) $ 45,183 N/M

Magnetics Segment 7,532 8,089 (557) (7) %

Total Segment Adjusted EBITDA $ 40,037 $ (4,589) $ 44,626 N/M

Corporate and other(2)

(10,983) (7,946) (3,037) (38) %

Intercompany eliminations(1)

(561) — (561) N/M

Adjusted EBITDA(3)

$ 28,493 $ (12,535) $ 41,028 N/M

N/M = Not meaningful.

(1)Represents the elimination of intercompany revenues and Segment Adjusted EBITDA associated with NdPr oxide sales made by the Materials Segment to the Magnetics Segment.

(2)Corporate and other is not considered a reportable segment, and is presented solely to reconcile the total of Segment Adjusted EBITDA to Adjusted EBITDA on a consolidated basis.

(3)See “Use of Non-GAAP Financial Measures” below for definition. See table below for a reconciliation of Adjusted EBITDA to its most directly comparable GAAP financial measure, net income or loss.

Second Quarter 2026 Materials Segment Financial and Operational Results

For the three months ended June 30,

2026 vs. 2025

(unaudited) 2026 2025 Amount Change % Change

Revenue: (in thousands)

NdPr oxide and metal $ 94,434 $ 25,045 $ 69,389 277 %

Rare earth concentrate — 11,877 (11,877) N/M

Other revenue 1,195 610 585 96 %

Total Materials Segment revenue $ 95,629 $ 37,532 $ 58,097 155 %

Price protection agreement income $ 17,580 $ — $ 17,580 N/M

Segment Adjusted EBITDA(1)

$ 32,505 $ (12,678) $ 45,183 N/M

Key Performance Indicators(2):

(in whole units)

Separated NdPr products

NdPr Production Volume (MTs) 840 597 243 41 %

NdPr Sales Volume (MTs) 1,006 443 563 127 %

Rare earth concentrate

REO Production Volume (MTs) 11,072 13,145 (2,073) (16) %

N/M = Not meaningful.

(1)See “Segment Information” below for further information.

(2)See “Key Performance Indicators” below for definitions and further information.

Second Quarter 2026 Magnetics Segment Financial Results

For the three months ended June 30,

2026 vs. 2025

(in thousands, unaudited) 2026 2025 $ Change % Change

Magnetic precursor products revenue

$ 16,524 $ 19,861 $ (3,337) (17) %

Segment Adjusted EBITDA(1)

$ 7,532 $ 8,089 $ (557) (7) %

(1)See “Segment Information” below for further information.

MP MATERIALS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2026 December 31, 2025

(U.S. dollars in thousands, except share and per share data, unaudited)

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 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

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

MP MATERIALS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(U.S. dollars in thousands, except share and per share data, unaudited) For the three months ended June 30, For the six months ended June 30,

2026 2025 2026 2025

Revenue $ 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)

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

MP MATERIALS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the six months ended June 30,

(U.S. dollars in thousands, unaudited) 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 (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

Reconciliation of GAAP Net Loss to

Non-GAAP Adjusted EBITDA

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

(in thousands, unaudited) 2026 2025 2026 2025

Net loss $ (20,296) $ (30,872) $ (28,264) $ (53,520)

Adjusted for:

Depreciation, depletion and amortization 35,379 20,777 67,516 42,161

Interest expense, net 9,703 5,414 19,549 13,029

Income tax benefit (9,039) (11,852) (14,713) (16,379)

Stock-based compensation expense(1)

11,287 5,427 24,154 12,780

Initial start-up costs(2)

13,588 634 18,441 1,406

Transaction-related and other costs(3)

(285) 5,128 10,204 7,944

Accretion of asset retirement and environmental obligations(4)

385 372 771 745

Loss (gain) on disposals of long-lived assets, net(4)

168 (991) 168 (1,607)

Other income, net(5)

(12,397) (6,572) (32,723) (21,790)

Adjusted EBITDA

$ 28,493 $ (12,535) $ 65,103 $ (15,231)

(1)Principally included in “Selling, general and administrative” within our unaudited Condensed Consolidated Statements of Operations.

(2)Included in “Start-up costs” within our unaudited Condensed Consolidated Statements of Operations and excludes any applicable stock-based compensation, which is included in the “Stock-based compensation expense” line above. Primarily relates to certain costs incurred in connection with the commissioning and starting up of our initial magnet-making capabilities at the Independence Facility prior to the achievement of commercial production.

(3)Pertains to legal, consulting, and advisory services, and other costs associated with specific matters or transactions, including litigation matters, potential acquisitions, mergers, or other investments. For the three and six months ended June 30, 2026, amount is principally included in “Other operating costs and expenses (income), net” within our unaudited Condensed Consolidated Statements of Operations. The six months ended June 30, 2026, includes $8.8 million related to the settlement of a construction-related litigation matter. For the three and six months ended June 30, 2025, amount is principally included in “Selling, general and administrative” within our unaudited Condensed Consolidated Statements of Operations. The three and six months ended June 30, 2025, includes $1.8 million of transaction costs to establish our partnership with the DoW.

(4)Included in “Other operating costs and expenses (income), net” within our unaudited Condensed Consolidated Statements of Operations.

(5)Principally comprised of interest and investment income.

Reconciliation of GAAP Net Loss to

Non-GAAP Adjusted Net Income (Loss)

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

(in thousands, unaudited) 2026 2025 2026 2025

Net loss $ (20,296) $ (30,872) $ (28,264) $ (53,520)

Adjusted for:

Stock-based compensation expense(1)

11,287 5,427 24,154 12,780

Initial start-up costs(2)

13,588 634 18,441 1,406

Transaction-related and other costs(3)

(285) 5,128 10,204 7,944

Loss (gain) on disposals of long-lived assets, net(4)

168 (991) 168 (1,607)

Change in fair value of derivative instrument(5)

1,223 2,529 (2,875) (4,468)

Tax impact of adjustments above(6)

(7,774) (3,229) (17,265) (3,807)

Adjusted Net Income (Loss) $ (2,089) $ (21,374) $ 4,563 $ (41,272)

(1)Principally included in “Selling, general and administrative” within our unaudited Condensed Consolidated Statements of Operations.

(4)Included in “Other operating costs and expenses (income), net” within our unaudited Condensed Consolidated Statements of Operations.

(5)Included in “Other income, net” within our unaudited Condensed Consolidated Statements of Operations.

(6)Tax impact of adjustments is calculated using an adjusted effective tax rate, which excludes the impact of discrete tax costs and benefits, applied to each adjustment. The adjusted effective tax rates were 29.9%, 34.5%, 25.4% and 23.7% for the three and six months ended June 30, 2026 and 2025, respectively.

MP MATERIALS CORP. AND SUBSIDIARIES

Reconciliation of GAAP Diluted Loss per Common Share to

Non-GAAP Adjusted Diluted EPS

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

(unaudited) 2026 2025 2026 2025

Diluted loss per common share $ (0.11) $ (0.19) $ (0.16) $ (0.33)

Adjusted for:

Stock-based compensation expense 0.06 0.04 0.13 0.08

Initial start-up costs 0.08 — 0.10 0.01

Transaction-related and other costs

— 0.03 0.05 0.05

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

— (0.01) — (0.01)

Change in fair value of derivative instrument 0.01 0.02 (0.01) (0.03)

Tax impact of adjustments above(1)

(0.05) (0.02) (0.09) (0.02)

Adjusted Diluted EPS $ (0.01) $ (0.13) $ 0.02 $ (0.25)

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

Assumed conversion of Series A Preferred Stock(2)

— — 13,320,013 —

Assumed conversion of Warrant(2)

— — 5,625,340 —

Assumed conversion of 2026 Notes(2)

— — 201,759 —

Assumed conversion of restricted stock units(2)

— — 1,034,255 —

Assumed conversion of performance stock units(2)

— — 513,241 —

Adjusted diluted weighted-average shares outstanding 178,409,085 163,834,693 198,910,001 163,799,713

(1)Tax impact of adjustments is calculated using an adjusted effective tax rate, which excludes the impact of discrete tax costs and benefits, applied to each adjustment. The adjusted effective tax rates were 29.9%, 34.5%, 25.4% and 23.7% for the three and six months ended June 30, 2026 and 2025, respectively.

(2)For the six months ended June 30, 2026, these shares were antidilutive for GAAP purposes. For purposes of calculating Adjusted Diluted EPS, we have added back the assumed conversion of these shares since they would not be antidilutive when using Adjusted Net Income as the numerator in the calculation of Adjusted Diluted EPS.

Conference Call Details

MP Materials will host a conference call to discuss these results at 2:00 p.m. Pacific Time, Thursday, August 6, 2026. To join the conference call on a listen-only basis, participants should dial 1-888-788-0099 and international participants should dial 1-646-876-9923 and enter the conference ID number: 972 8270 1571 as well as the passcode: 293840. The live audio webcast along with the press release and accompanying slide presentation, will be accessible at investors.mpmaterials.com. A recording of the webcast will also be available following the conference call.

About MP Materials

MP Materials (NYSE: MP) is America’s only fully integrated rare earth producer with capabilities spanning the entire supply chain—from mining and processing to advanced metallization and magnet manufacturing. We extract and refine materials from one of the world’s richest rare earth deposits in California and manufacture the world’s strongest and most efficient permanent magnets. Our products enable innovation across critical sectors of the modern economy, including transportation, energy, robotics, defense, and aerospace. More information is available at https://mpmaterials.com/.

Join the MP Materials community on X, YouTube, and LinkedIn.

We routinely post important information on our website, including corporate and investor presentations and financial information. We intend to use our website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Such disclosures will be included in the Investors section of our website. Accordingly, investors should monitor such portion of our website, in addition to following our press releases, Securities and Exchange Commission filings and public conference calls and webcasts.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. MP Materials Corp. (the “Company,” “we,” “us” and “our”) intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by the use of the words such as “estimate,” “plan,” “shall,” “may,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “will,” “target,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the price and market for rare earth materials; the continued demand for rare earth materials and the market for rare earth materials generally; future demand for magnets; estimates and forecasts of the Company’s results of operations and other financial and performance metrics, including expected NdPr oxide production and shipments; the Company’s mining and magnet projects, including the Company’s ability to expand its heavy rare earth separation capabilities, and to develop the 10X Facility and to achieve run rate production of separated rare earth materials and production of commercial metal and magnets; the transactions (“Transactions”) with the United States Department of War ( the “DoW”) formerly known as the Department of Defense, the timing and consummation of future phases of the Transactions, the Company’s and the DoW’s future obligations related to the Transactions; the availability of government appropriations, funding and support for the Transactions; the availability of additional or replacement funding for our development projects and operations; statements regarding expectations and benefits of a long-term agreement with Apple and the Company’s ability to supply U.S.-produced rare earth magnets; the ability to achieve technological advancements and supply chain objectives and the timing thereof; and statements related to the incentives in the State of Texas related to the 10X Facility. Such statements are all subject to risks, uncertainties and changes in circumstances that could significantly affect the Company’s future financial results and business.

Accordingly, the Company cautions that the forward-looking statements contained herein are qualified by important factors that could cause actual results to differ materially from those reflected by such statements. These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to, the heightened significance of the development of the Company’s midstream and downstream operations, including ramping its separation capabilities, and its ability to vertically integrate its value chain; risks related to the timing and achievement of expected business milestones, including with respect to the construction of the 10X Facility; the availability of appropriations from the legislative branch of the federal government and the ability of the DoW to obtain funding and support for the Transactions; the determination by the legislative, judicial or executive branches of the federal government that any aspect of the Transactions was unauthorized, void or voidable; our ability to obtain additional or replacement financing, as needed; our ability to effectively assess, determine and monitor the financial, tax and

accounting treatment of the Transactions, together with our and the DoW’s obligations thereunder; challenges associated with identifying alternate sales channels and customers for the highly-specialized products contemplated by the Transactions should the partnership be altered or terminated; our ability to effectively use the proceeds and utilize the other anticipated benefits of the Transactions as contemplated thereby; risks related to the Company’s long-term agreement with Apple and the Company’s ability to meet the obligations thereunder, including risks related to our ability to construct, develop and scale our facilities, technology and production; fluctuations in the pricing and volume of the magnet products to be produced under the agreement with Apple, risks related to our ability to satisfy the conditions necessary to receive the Texas incentives related to the 10X Facility, our ability to effectively comply with the broader legal and regulatory requirements and heightened scrutiny associated with government partnerships and contracts; limitations on the Company’s ability to transact with non-U.S. customers; changes in trade and other policies and priorities in U.S. and foreign governments, including with respect to tariffs; fluctuations, variability and uncertainty in demand and pricing in the market for rare earth products, including magnets; volatility in the price of our common stock; and those risk factors discussed in the Company’s filings with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed by the Company with the Securities and Exchange Commission.

If any of these risks materialize or the assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. The Company does not intend to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release may not occur.

Use of Non-GAAP Financial Measures

This press release references certain non-GAAP financial measures, including Adjusted EBITDA, Adjusted Net Income (Loss), and Adjusted Diluted EPS, which have not been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). MP Materials defines Adjusted EBITDA as GAAP net income or loss before interest expense, net; income tax expense or benefit; and depreciation, depletion and amortization; further adjusted to eliminate the impact of stock-based compensation expense; initial start-up costs; transaction-related and other costs; accretion of asset retirement and environmental obligations; gain or loss on disposals of long-lived assets; other income or loss; and other items that management does not consider representative of our underlying operations. MP Materials defines Adjusted Net Income (Loss) as GAAP net income or loss excluding the impact of stock-based compensation expense; initial start-up costs; transaction-related and other costs; gain or loss on disposals of long-lived assets; change in fair value of derivative instruments; and other items that management does not consider representative of our underlying operations; adjusted to give effect to the income tax impact of such adjustments. MP Materials defines Adjusted Diluted EPS as GAAP diluted earnings or loss per common share, excluding the per-share impact of each adjusting item described in the previous sentence (the numerator) divided by the adjusted diluted weighted-average shares outstanding (the denominator).

MP Materials’ management uses Adjusted EBITDA, Adjusted Net Income (Loss), and Adjusted Diluted EPS to compare MP Materials’ performance to that of prior periods for trend analyses and for budgeting and planning purposes. MP Materials believes Adjusted EBITDA, Adjusted Net Income (Loss), and Adjusted Diluted EPS provide useful information to management and investors regarding certain financial and business trends relating to MP Materials’ financial condition and results of operations. MP Materials’ management believes that the use of Adjusted EBITDA, Adjusted Net Income (Loss), and Adjusted Diluted EPS provides an additional tool for investors to use in evaluating projected operating results and trends. MP Materials’ method of determining these non-GAAP measures may be different from other companies’ methods and, therefore, may not be comparable to those used by other companies and MP Materials does not recommend the sole use of these non-GAAP measures to assess its financial performance. Management does not consider non-GAAP measures in isolation or as an alternative or to be superior to financial measures determined in accordance with GAAP. The principal limitation of non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in MP Materials’ financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents reconciliations of such non-GAAP financial measures to the most directly comparable GAAP financial measures.

Segment Information

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.

The Materials segment operates the Mountain Pass Rare Earth Mine and Processing Facility located near Mountain Pass, San Bernardino County, California, which produces refined rare earth products as well as rare earth concentrate and related products. The Magnetics segment includes (i) the rare earth metal, alloy and magnet manufacturing facility in Fort Worth, Texas (“Independence”), where the Company produces and sells magnetic precursor products and, beginning in December 2025, commenced manufacturing neodymium-iron-boron permanent magnets, and (ii) the 10X Facility.

Segment Adjusted EBITDA is management’s primary segment measure of profit or loss required by GAAP 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.

Key Performance Indicators

NdPr Production Volume for a given period is measured in MTs, the Company’s principal unit of sale for its NdPr separated products. This measure refers to the volume of finished and packaged NdPr oxide produced at Mountain Pass for a given period. NdPr Production Volume is a key indicator of the separating and finishing capacity and efficiency of the Company’s midstream operations.

NdPr Sales Volume for a given period is measured in MTs and on an NdPr oxide-equivalent basis (as further discussed below). NdPr Sales Volume is a key measure of our ability to convert our production of separated NdPr products into revenue. A unit, or MT, is considered sold once the Materials segment recognizes revenue on its sale, whether sold as NdPr oxide or NdPr metal, as determined in accordance with GAAP. For these NdPr metal sales, the MTs sold and included in NdPr Sales Volume are calculated based on the volume of NdPr oxide used to produce such NdPr metal. In the first quarter of 2026, to better reflect current contractual production yields, we began to utilize an assumed material conversion ratio of 1.25, such that a sale of 100 MTs of NdPr metal would be included in this KPI as 125 MTs of NdPr oxide-equivalent. Prior to this update, we utilized an assumed material conversion ratio of 1.20. The prior period amounts have not been recast. Beginning with the fourth quarter of 2025, NdPr Sales Volume for the Materials segment includes intercompany sales made to the Magnetics segment.

REO Production Volume for a given period is measured in MTs, the Company’s principal unit of sale for its concentrate product. This measure refers to the REO content contained in the rare earth concentrate we produce and includes volumes fed into downstream circuits for producing separated rare earth products, a portion of which is also included in our KPI, NdPr Production Volume. REO Production Volume is a key indicator of the mining and processing capacity and efficiency of the Company’s upstream operations.

Contacts

Investors:

IR@mpmaterials.com

Media:

media@mpmaterials.com

GRAPHIC

Filename: image_2.jpg · Sequence: 7

Binary file (42479 bytes)

Download image_2.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 9

v3.26.1

Cover

Aug. 06, 2026

Entity Information [Line Items]

Document Type

8-K

Document Period End Date

Aug. 06, 2026

Entity Registrant Name

MP Materials Corp. / DE

Entity Incorporation, State or Country Code

Entity File Number

001-39277

Entity Tax Identification Number

84-4465489

Entity Address, Address Line One

1700 S. Pavilion Center Drive, Suite 800

Entity Address, City or Town

Las Vegas

Entity Address, State or Province

Entity Address, Postal Zip Code

89135

City Area Code

702

Local Phone Number

844-6111

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, par value of $0.0001 per share

Trading Symbol

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

Entity Central Index Key

0001801368

Amendment Flag

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

No definition available.

+ Details

Name:

dei_EntityInformationLineItems

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration