MP Materials Reports Fourth Quarter and Full Year 2025 Results

MP Materials Reports Fourth Quarter and Full Year 2025 Results LAS VEGAS--( BUSINESS WIRE)--MP Materials Corp. (NYSE: MP) (“MP Materials” or the “Company”), today announced its financial results for the fourth quarter and full year ended December 31, 2025.

Fourth Quarter 2025 Highlights

Full Year 2025 and Recent Highlights

“2025 was a transformational year for MP Materials,” said MP Materials Founder, Chairman, and CEO, James Litinsky. “Our landmark partnership with the U.S. Department of War, together with our agreement with Apple to deliver scaled recycling and magnetics capabilities, anchors a durable platform to accelerate growth and extend our vertically integrated advantage.”

Litinsky continued, “Operationally, we executed with discipline across the business — doubling NdPr oxide production at Mountain Pass and producing our first magnets on commercial-scale equipment at Independence. In 2026, we expect to break ground on our 10X magnetics facility in Northlake, ramp magnet production for General Motors and deliver continued growth in NdPr output. We are rapidly scaling every dimension of our platform to establish enduring American leadership in rare earth magnetics.”

Includes intercompany sales of NdPr oxide to the Magnetics Segment.

Fourth Quarter and Full Year 2025 Consolidated Financial Highlights

For the three months

ended December 31,

For the year ended

December 31,

(in thousands except per share data, unaudited)

2025

2024

2025

2024

Financial Measures:

Revenue

52,685

60,986

224,441

203,855

Net income (loss)

9,426

(22,342

)

(85,874

)

(65,424

)

Adjusted EBITDA (1)

39,220

(10,707

)

11,419

(50,168

)

Adjusted Net Income (Loss) (1)

18,280

(18,942

)

(40,827

)

(74,104

)

Diluted earnings (loss) per common share

0.05

(0.14

)

(0.50

)

(0.57

)

Adjusted Diluted EPS (1)

0.09

(0.12

)

(0.24

)

(0.44

)

(1)

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.

Fourth Quarter 2025 Consolidated Review

To align with the terms of the agreements with the United States Department of War (the “DoW”) signed in July 2025, and in further support of our domestic supply chain objectives, we ceased all sales of our products to China, which resulted in no revenue recognized from rare earth concentrate during the quarter, driving the 14% decline in consolidated revenue year-over-year to $52.7 million. The decline in revenue was partially offset by $19.9 million of magnetic precursor products sales with no comparable revenue in the prior year period, coupled with an $8.3 million increase in NdPr oxide and metal sales driven by higher NdPr Production Volume as a result of ramping production of separated products over the last twelve months.

Adjusted EBITDA increased by $49.9 million year-over-year to $39.2 million, primarily due to the NdPr price floor protection agreement with the DoW (the “Price Protection Agreement” or “PPA”) for our NdPr products, which commenced on October 1, 2025. Given market prices for NdPr products in the fourth quarter, we recognized price protection agreement income (“PPA Income”) based on the right to receive cash from the DoW for the difference between $110 per kilogram and the Benchmark Quarterly Average Volume Weighted Price for the NdPr products produced at Mountain Pass that were sold or produced and stockpiled during the fourth quarter of 2025. Also contributing to the improvement was an $11.4 million increase in the Magnetics Segment Adjusted EBITDA, due to the recognition of magnetic precursor product sales, with no comparable revenue in the prior year period.

Adjusted Net Income was $18.3 million for the quarter, representing a $37.2 million year-over-year improvement from the prior year Adjusted Net Loss of $(18.9) million, driven primarily by the higher Adjusted EBITDA as discussed above, along with higher interest income due to increased cash and short-term investment balances. The improvement in Adjusted Net Income was partially offset by $11.4 million of amortization related to the price protection agreement upfront asset, with no comparable cost in the prior year period, along with income tax expense in the current period compared to an income tax benefit in the fourth quarter of 2024.

Net income was $9.4 million for the quarter, representing a $31.8 million year-over-year improvement from the prior year Net loss of $(22.3) million, primarily due to the factors driving the improvement in Adjusted Net Income discussed above.

Diluted earnings per share (“EPS”) and Adjusted Diluted EPS increased by $0.19 and $0.21 year-over-year, respectively, to $0.05 and $0.09, respectively, in line with the change in Net income and Adjusted Net Income discussed above. Additionally, the current period Diluted EPS and Adjusted Diluted EPS were impacted by a higher average share count, primarily driven by the dilutive effect of the preferred shares and warrant issued to the DoW as part of the July agreement.

Full Year 2025 Consolidated Review

Revenue increased 10% to $224.4 million compared to 2024 primarily as a result of the ramp-up in production of separated products throughout 2025, resulting in higher NdPr oxide and metal revenue in the current year. Additionally, during the year ended December 31, 2025, we began recognizing revenue from the sales of magnetic precursor products, with no comparable revenue in the prior year. The increase was partially offset by lower rare earth concentrate revenues, driven by the cessation of all sales to China starting in July 2025.

Adjusted EBITDA increased by $61.6 million year-over-year to $11.4 million, driven primarily by the PPA Income as well as the commencement of magnetic precursor product sales, both as discussed above.

Adjusted Net Loss improved by $33.3 million year-over-year to $(40.8) million, driven mainly by the changes in Adjusted EBITDA. The improvement was partially offset by $11.4 million of amortization related to the price protection agreement upfront asset, with no comparable cost in the prior year, as well as the unfavorable impact of tax adjustments when compared to the prior year.

Net loss increased by $20.5 million year-over-year to $(85.9) million, as the improved Adjusted Net Loss was offset in the current year by higher legal costs, as well as higher Advanced projects and development expenses, which included transaction costs associated with the DoW agreements and to secure financing. Also impacting the comparison was a $52.9 million gain on the early extinguishment of debt in 2024.

Adjusted Diluted EPS improved by $0.20 to $(0.24) in line with the change in Adjusted Net Loss discussed above. Diluted EPS improved by $0.07 to $(0.50) as the larger net loss in the current year was offset by the dilutive impact of the 2026 Notes repurchased in March 2024 on the prior year's Diluted EPS calculation.

Fourth Quarter and Full Year 2025 Segment Financial Highlights

For the three months

ended December 31,

For the year ended

December 31,

(in thousands, unaudited)

2025

2024

2025

2024

Segment Financials:

Revenue

Materials Segment

35,577

60,986

160,369

203,855

Magnetics Segment

19,897

—

66,861

—

Intercompany eliminations (1)

(2,789

)

—

(2,789

)

—

Total revenue

52,685

60,986

224,441

203,855

Segment Adjusted EBITDA (2)

Materials Segment

40,260

(1,319

)

16,818

(14,148

)

Magnetics Segment

8,386

(3,061

)

26,449

(12,224

)

Total Segment Adjusted EBITDA

48,646

(4,380

)

43,267

(26,372

)

Corporate and other (3)

(9,490

)

(6,327

)

(31,912

)

(23,796

)

Intercompany eliminations (1)

—

Adjusted EBITDA (4)

39,220

(10,707

)

11,419

(50,168

)

(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)

Segment Adjusted EBITDA is management’s measure of profit or loss required by GAAP in assessing segment performance and deciding how to allocate the Company’s resources. See “Segment Information” below for further information.

(3)

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. Corporate 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.

(4)

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.

Fourth Quarter and Full Year 2025 Materials Segment Financial and Operational Results

For the three months

ended December 31,

For the year ended

December 31,

(unaudited)

2025

2024

2025

2024

Revenue:

(in thousands)

Rare earth concentrate

—

36,808

41,992

144,363

NdPr oxide and metal

34,854

23,725

115,131

57,762

Other revenue

723

453

3,246

1,730

Total Materials Segment revenue

35,577

60,986

160,369

203,855

Price protection agreement income

51,016

—

51,016

—

Segment Adjusted EBITDA (1)

40,260

(1,319

)

16,818

(14,148

)

Key Performance Indicators (2):

(in whole units or dollars)

Rare earth concentrate

REO Production Volume (MTs)

12,080

11,478

50,692

45,455

REO Sales Volume (MTs)

—

7,803

8,922

32,703

Realized Price per REO MT

—

4,717

4,707

4,414

Separated NdPr products

NdPr Production Volume (MTs)

718

413

2,599

1,294

NdPr Sales Volume (MTs)

562

468

1,994

1,142

(1)

See “Segment Information” below for further information.

(2)

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

Fourth Quarter 2025 Materials Segment Review

Materials Segment revenue decreased 42% to $35.6 million year-over-year, primarily driven by the cessation of all REO sales to China in July 2025, which resulted in no revenue recognized from rare earth concentrate during the current quarter. The decrease in revenue was partially offset by an $11.1 million increase in NdPr oxide and metal sales due to a 20% increase in NdPr Sales Volume and higher market prices compared to the fourth quarter of 2024. When considering the impact of PPA income, total realized proceeds for the segment were $86.6 million in the quarter compared with $61.0 million in the prior year period. The increase in NdPr Sales Volume was driven by the continued ramp-up in the production of separated products.

Materials Segment Adjusted EBITDA increased by $41.6 million to $40.3 million year-over-year, driven mainly by the PPA Income for our NdPr products, which commenced on October 1, 2025.

Full Year 2025 Materials Segment Review

Materials Segment revenue decreased 21% to $160.4 million year-over-year, primarily driven by the decrease in rare earth concentrate revenue for the year ended December 31, 2025. This decline was partially offset by a $57.4 million increase in NdPr oxide and metal sales in 2025. The increase in NdPr oxide and metal sales was primarily due to the ramp-up in midstream operations, where a significantly higher portion of REO produced was refined and sold as NdPr oxide and metal during the current year.

Materials Segment Adjusted EBITDA increased by $31.0 million to $16.8 million year-over-year, driven mainly by the impact of the PPA Income, partially offset by the decrease in concentrate revenue discussed above, which was tempered by the corresponding decrease in cost of sales (excluding depreciation, depletion and amortization and stock-based compensation expense) (“Segment COS”). In addition, segment COS were impacted by the significantly higher sales volumes of NdPr oxide in the current year, which was mostly offset by a reduction in related per-unit production costs.

Fourth Quarter and Full Year 2025 Magnetics Segment Financial Results

For the three months

ended December 31,

For the year ended

December 31,

(in thousands, unaudited)

2025

2024

2025

2024

Magnetic precursor products revenue

19,897

—

66,861

—

Segment Adjusted EBITDA (1)

8,386

(3,061

)

26,449

(12,224

)

(1)

See “Segment Information” below for further information.

Fourth Quarter and Full Year 2025 Magnetics Segment Review

Revenues in the Magnetics Segment for the three months and year ended December 31, 2025, were $19.9 million and $66.9 million, respectively, as the initial magnetic precursor product deliveries began during the first quarter of 2025. There were no corresponding sales in the prior year. The sales also drove the increases in the Magnetics Segment Adjusted EBITDA.

MP MATERIALS CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31,

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

2025

2024

Assets

Current assets

Cash and cash equivalents

1,166,011

282,442

Short-term investments

664,275

568,426

Total cash, cash equivalents and short-term investments

1,830,286

850,868

Trade accounts receivable

14,642

18,645

Income taxes receivable

1,004

23,672

Other receivables

131,038

20,599

Inventories

171,560

107,905

Prepaid expenses and other current assets

17,271

9,633

Total current assets

2,165,801

1,031,322

Non-current assets

Property, plant and equipment, net

1,369,817

1,251,496

Inventories

80,539

19,031

Price protection agreement upfront asset, net

209,668

—

Other non-current assets

38,335

31,709

Total non-current assets

1,698,359

1,302,236

Total assets

3,864,160

2,333,558

Liabilities, redeemable preferred stock and stockholders’ equity

Current liabilities

Accounts and construction payable

36,655

23,562

Accrued liabilities

95,086

64,727

Current portion of long-term debt

67,411

—

Deferred revenue

74,301

56,880

Other current liabilities

25,596

18,850

Total current liabilities

299,049

164,019

Non-current liabilities

Long-term debt, net of current portion

931,330

908,729

Deferred revenue

83,889

43,120

Deferred government grant

22,101

20,087

Deferred investment tax credit

26,860

25,502

Deferred income taxes

51,558

85,309

Other non-current liabilities

57,005

31,912

Total non-current liabilities

1,172,743

1,114,659

Total liabilities

1,471,792

1,278,678

Commitments and contingencies

Redeemable preferred stock:

Series A cumulative perpetual convertible preferred stock ($0.0001 par value, 400,000 and zero shares authorized, issued and outstanding as of December 31, 2025, and December 31, 2024, respectively; aggregate liquidation preference of $413,489 and zero as of December 31, 2025, and December 31, 2024, respectively)

413,611

—

Stockholders’ equity:

Preferred stock, undesignated ($0.0001 par value, 49,600,000 and 50,000,000 shares authorized as of December 31, 2025, and December 31, 2024, respectively, zero issued and outstanding in either year)

—

Common stock ($0.0001 par value, 450,000,000 shares authorized, 192,607,429 and 178,445,570 shares issued, and 177,357,647 and 163,195,788 shares outstanding, as of December 31, 2025, and December 31, 2024, respectively)

Additional paid-in capital

1,970,970

961,434

Retained earnings

234,428

320,302

Accumulated other comprehensive income

387

173

Treasury stock, at cost, 15,249,782 shares for both periods

(227,047

)

(227,047

)

Total stockholders’ equity

1,978,757

1,054,880

Total liabilities, redeemable preferred stock and stockholders’ equity

3,864,160

2,333,558

MP MATERIALS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

For the three months

ended December 31,

For the year ended

December 31,

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

2025

2024

2025

2024

Revenue

52,685

60,986

224,441

203,855

Price protection agreement income

51,016

—

51,016

—

Operating costs and expenses:

Cost of sales (excluding depreciation, depletion and amortization)

45,050

58,263

192,789

192,586

Selling, general and administrative

32,066

19,073

112,066

83,299

Depreciation, depletion and amortization

24,609

22,118

89,267

78,057

Start-up costs

1,136

1,397

4,286

5,684

Advanced projects and development

2,212

1,164

24,208

9,307

Other operating costs and expenses

2,319

2,933

2,215

4,348

Total operating costs and expenses, net

107,392

104,948

424,831

373,281

Operating loss

(3,691

)

(43,962

)

(149,374

)

(169,426

)

Interest expense, net

(9,886

)

(6,762

)

(31,481

)

(23,010

)

Gain on early extinguishment of debt

—

6,646

—

52,911

Other income, net

24,134

10,117

63,081

46,178

Income (loss) before income taxes

10,557

(33,961

)

(117,774

)

(93,347

)

Income tax benefit (expense)

(1,131

)

11,619

31,900

27,923

Net income (loss)

9,426

(22,342

)

(85,874

)

(65,424

)

Earnings (loss) per common share:

Basic

0.05

(0.14

)

(0.50

)

(0.39

)

Diluted

0.05

(0.14

)

(0.50

)

(0.57

)

Weighted-average shares outstanding:

Basic

177,666,982

163,379,389

170,126,753

166,840,611

Diluted

199,230,179

163,379,389

170,126,753

169,882,640

MP MATERIALS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the year ended

December 31,

(U.S. dollars in thousands, unaudited)

2025

2024

Operating activities:

Net loss

(85,874

)

(65,424

)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities operating activities:

Depreciation, depletion and amortization

89,267

78,057

Accretion of discount on short-term investments

(24,087

)

(30,255

)

Gain on early extinguishment of debt

—

(52,911

)

Stock-based compensation expense

30,163

23,183

Amortization of debt discount and debt issuance costs

5,412

3,901

Write-downs of inventories

3,038

21,527

Deferred income taxes

(30,393

)

(27,775

)

Other

(7,082

)

4,837

Decrease (increase) in operating assets:

Trade accounts receivable

4,003

(8,931

)

Income taxes receivable

22,668

(22,842

)

Other receivables

(110,439

)

(36

)

Inventories

(115,019

)

(41,537

)

Prepaid expenses, other current and non-current assets

(8,959

)

(1,676

)

Increase (decrease) in operating liabilities:

Accounts payable and accrued liabilities

9,392

1,332

Income taxes payable

360

—

Deferred revenue

58,190

100,000

Deferred government grant

4,826

4,911

Other current and non-current liabilities

(1,221

)

26,988

Net cash provided by (used in) operating activities

(155,755

)

13,349

Investing activities:

Additions to property, plant and equipment

(172,375

)

(186,418

)

Purchases of short-term investments

(1,819,026

)

(1,567,983

)

Proceeds from sales of short-term investments

176,074

166,371

Proceeds from maturities of short-term investments

1,571,342

1,597,991

Proceeds from return of investment in equity method investee

9,673

—

Proceeds from sale of property, plant and equipment

4,063

—

Proceeds from government awards used for construction

24,200

Net cash provided by (used in) investing activities

(206,049

)

10,057

Financing activities:

Proceeds from issuance of long-term debt

61,540

747,500

Proceeds from issuance of common stock

747,500

—

Proceeds from issuance of Series A preferred stock

299,402

—

Proceeds from issuance of warrant

189,058

—

Payment of debt issuance costs

(3,780

)

(20,648

)

Payments to retire long-term debt

—

(428,599

)

Payment of equity issuance costs

(31,104

)

—

Purchase of capped call options

—

(65,332

)

Repurchases of common stock

—

(225,068

)

Principal payments on debt obligations

(6,137

)

(2,532

)

Tax withholding on stock-based awards

(10,919

)

(10,112

)

Net cash provided by (used in) financing activities

1,245,560

(4,791

)

Net change in cash, cash equivalents and restricted cash

883,756

18,615

Cash, cash equivalents and restricted cash beginning balance

283,603

264,988

Cash, cash equivalents and restricted cash ending balance

1,167,359

283,603

Reconciliation of cash, cash equivalents and restricted cash:

Cash and cash equivalents

1,166,011

282,442

Restricted cash, current

810

812

Restricted cash, non-current

538

349

Total cash, cash equivalents and restricted cash

1,167,359

283,603

Reconciliation of GAAP Net income (loss) to

Non-GAAP Adjusted EBITDA

For the three months

ended December 31,

For the year ended

December 31,

(in thousands, unaudited)

2025

2024

2025

2024

Net income (loss)

9,426

(22,342

)

(85,874

)

(65,424

)

Adjusted for:

Depreciation, depletion and amortization

24,609

22,118

89,267

78,057

Interest expense, net

9,886

6,762

31,481

23,010

Income tax expense (benefit)

1,131

(11,619

)

(31,900

)

(27,923

)

Stock-based compensation expense (1)

9,573

4,560

30,007

23,183

Initial start-up costs (2)

753

1,385

3,339

5,303

Transaction-related and other costs (3)

5,657

2,259

35,965

8,367

Accretion of asset retirement and environmental obligations (4)

372

234

1,490

929

Loss on environmental obligations (4)

259

1,998

259

1,998

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

1,688

701

466

1,421

Gain on early extinguishment of debt (5)

—

(6,646

)

—

(52,911

)

Other income, net (6)

(24,134

)

(10,117

)

(63,081

)

(46,178

)

Adjusted EBITDA

39,220

(10,707

)

11,419

(50,168

)

(1)

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

(2)

Included in “Start-up costs” within our unaudited Consolidated Statements of Operations and excludes any applicable stock-based compensation, which is included in the “Stock-based compensation expense” line above. Amounts relate to certain costs incurred in connection with our initial magnet-making capabilities at the Independence Facility prior to the achievement of commercial production. These costs include labor of incremental employees hired in advance to work directly on such commissioning activities, training costs, costs of testing and commissioning new circuits and processes, and other related costs. Given the nature and scale of the related costs and activities, management does not view these as normal, recurring operating expenses, but rather as non-recurring investments to initially develop our magnet-making capabilities. Therefore, we believe it is useful and necessary for investors to understand our core operating performance in current and future periods by excluding the impact of these start-up costs. To the extent additional start-up costs are incurred in the future to expand our separations or magnet-making capabilities after initial achievement of commercial production (e.g., significantly expanding production capacity at an existing facility or building a new separations or magnet manufacturing facility), such costs would not be considered an adjustment for this non-GAAP financial measure.

(3)

Pertains to legal, consulting, and advisory services, and other costs associated with specific matters or transactions. The year ended December 31, 2025, included $12.7 million of costs incurred in association with the DoW transactions, $11.9 million of costs associated with a construction-related litigation matter and $7.4 million of costs incurred to secure financing. For the year ended December 31, 2025, amount is principally included in “Advanced projects and development” within our unaudited Consolidated Statements of Operations. For the three months ended December 31, 2025 and 2024, and for the year ended December 31, 2024, amounts are principally included in “Selling, general and administrative” within our unaudited Consolidated Statements of Operations.

(4)

Included in “Other operating costs and expenses” within our unaudited Consolidated Statements of Operations.

(5)

Amount for the three months ended December 31, 2024, pertains to a gain recognized on the debt exchange in December 2024 whereby the Company exchanged a portion of its 2026 Notes for new 2030 Notes. The year ended December 31, 2024, amount also includes a gain recognized on the retirement of 2026 Notes in March 2024 in connection with the issuance of 2030 Notes.

(6)

Principally comprised of interest and investment income.

Reconciliation of GAAP Net income (loss) to

Non-GAAP Adjusted Net Income (Loss)

For the three months

ended December 31,

For the year ended

December 31,

(in thousands, unaudited)

2025

2024

2025

2024

Net income (loss)

9,426

(22,342

)

(85,874

)

(65,424

)

Adjusted for:

Stock-based compensation expense (1)

9,573

4,560

30,007

23,183

Initial start-up costs (2)

753

1,385

3,339

5,303

Transaction-related and other costs (3)

5,657

2,259

35,965

8,367

Loss on environmental obligations (4)

259

1,998

259

1,998

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

1,688

701

466

1,421

Gain on early extinguishment of debt (5)

—

(6,646

)

—

(52,911

)

Other (6)

(5,302

)

—

(8,708

)

—

Tax impact of adjustments above (7)

(3,774

)

(857

)

(16,281

)

3,959

Adjusted Net Income (Loss)

18,280

(18,942

)

(40,827

)

(74,104

)

(1)

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

(2)

(3)

(4)

Included in “Other operating costs and expenses” within our unaudited Consolidated Statements of Operations.

(5)

(6)

Included in “Other income, net” within our unaudited Consolidated Statements of Operations. Pertains to the change in fair value of the redemption feature included in the portion of our 2030 Notes that were issued in December 2024.

(7)

Tax impact of adjustments is calculated using an adjusted effective tax rate, which excludes the impact of discrete tax costs and benefits, to each adjustment. The adjusted effective tax rates were 29.9%, 26.5%, 20.1% and 31.3%, for the three months and years ended December 31, 2025 and 2024, respectively.

Reconciliation of GAAP Diluted Earnings (Loss) per Common Share to

Non-GAAP Adjusted Diluted EPS

For the three months

ended December 31,

For the year ended

December 31,

(unaudited)

2025

2024

2025

2024

Diluted earnings (loss) per common share

0.05

(0.14

)

(0.50

)

(0.57

)

Adjusted for:

Stock-based compensation expense

0.05

0.03

0.18

0.14

Initial start-up costs

—

0.01

0.02

0.03

Transaction-related and other costs

0.03

0.01

0.21

0.05

Loss on environmental obligations

—

0.01

—

0.01

Loss on disposals of long-lived assets, net

0.01

—

0.01

Gain on early extinguishment of debt

—

(0.04

)

—

(0.32

)

Other

(0.03

)

—

(0.05

)

—

Tax impact of adjustments above (1)

(0.02

)

—

(0.10

)

0.02

2026 Notes if-converted method (2)

—

0.19

Adjusted Diluted EPS

0.09

(0.12

)

(0.24

)

(0.44

)

Diluted weighted-average shares outstanding

199,230,179

163,379,389

170,126,753

169,882,640

Assumed conversion of 2026 Notes (3)

—

(3,042,029

)

Adjusted diluted weighted-average shares outstanding

199,230,179

163,379,389

170,126,753

166,840,611

(1)

(2)

For the year ended December 31, 2024, since the 2026 Notes were dilutive for purposes of computing GAAP diluted loss per common share but antidilutive for purposes of computing Adjusted Diluted EPS, within this reconciliation, we have included this adjustment to reverse the impact of applying the if-converted method to the 2026 Notes in the computation of GAAP diluted loss per common share.

(3)

For the year ended December 31, 2024, since the 2026 Notes were dilutive for purposes of computing GAAP diluted loss per common share but antidilutive for purposes of computing Adjusted Diluted EPS, the adjusted diluted weighted-average shares outstanding exclude the potentially dilutive securities associated with the 2026 Notes.

Conference Call Details

MP Materials will host a conference call to discuss these results at 2:00 p.m. Pacific Time, Thursday, February 26, 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: 94144035294 as well as the passcode: 993080. 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/.

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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; loss on environmental obligations; gain or loss on disposals of long-lived assets; gain or loss on early extinguishment of debt; 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; loss on environmental obligations; gain or loss on disposals of long-lived assets; gain or loss on early extinguishment of debt; 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). In addition, when appropriate, we include an adjustment to reverse the impact of applying the if-converted method to our 2026 Notes if necessary to reconcile between GAAP diluted earnings or loss per common share and Adjusted Diluted EPS.

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 operates a rare earth metal, alloy and magnet manufacturing facility in Fort Worth, Texas (“Independence”), where the Company produces and sells magnetic precursor products and commenced the manufacturing of neodymium-iron-boron (“NdFeB”) permanent magnets in December 2025.

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

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 commissioning and starting up our separations facilities and 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.

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 calculated in MTs and on an NdPr oxide-equivalent basis (as further discussed below). 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. We utilize an assumed material conversion ratio of 1.20, such that a sale of 100 MTs of NdPr metal would be included in this KPI as 120 MTs of NdPr oxide-equivalent. NdPr Sales Volume is a key measure of our ability to convert our production of separated NdPr products into revenue. Beginning with the fourth quarter of 2025, NdPr Sales Volume for the Materials Segment includes intercompany sales made to the Magnetics Segment.