10q10k10q10k.net

What changed in MP Materials Corp. / DE's 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of MP Materials Corp. / DE's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+597 added−541 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-28)

Top changes in MP Materials Corp. / DE's 2025 10-K

597 paragraphs added · 541 removed · 345 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

64 edited+39 added−39 removed38 unchanged
Biggest changeLastly, the Company is establishing downstream capabilities (“Stage III”) at Independence to convert a portion of the REO produced at Mountain Pass into rare earth magnets and its precursor products to be marketed directly to end users. The Company’s Materials segment includes both upstream and midstream operations, while the downstream operations constitute the Magnetics segment.
Biggest changeThrough its midstream operations, the Company produces NdPr oxide and other separated rare earth products, including cerium and lanthanum products, as well as SEG+, a mixed heavy rare earth product. 2 Table of Content s The Company has also established downstream capabilities at its Independence Facility to convert a portion of the REO produced at Mountain Pass into rare earth magnets and its precursor products to be marketed directly to end users.
Prior to joining PENN, he was Vice President and Legal Counsel at Pinnacle Entertainment, Inc. (“Pinnacle”), a regional gaming company (which was acquired by PENN), from June 2007 to October 2018. Prior to Pinnacle, he was an associate at Holland and Knight LLP and an attorney advisor with the U.S. Securities and Exchange Commission (the “SEC”). Mr.
Prior to joining PENN, he was Vice President and Legal Counsel at Pinnacle Entertainment, Inc. (“Pinnacle”), a regional gaming company (which was acquired by PENN), from June 2007 to October 2018. Prior to Pinnacle, he was an associate at Holland & Knight LLP and an attorney advisor with the U.S. Securities and Exchange Commission (the “SEC”). Mr.
Environmental and Regulatory Matters The Company is subject to numerous federal, state and local environmental laws, certifications, regulations, permits, and other legal requirements applicable to the mining, mineral processing industry, and magnetics manufacturing industries including, without limitation, those pertaining to employee health and safety, air quality standards and emissions, water usage, wastewater and stormwater discharges, GHG emissions, hazardous and radioactive and other waste management, storage and handling of naturally occurring radioactive material, plant and wildlife protection, remediation of contamination, land use, reclamation and restoration of properties, procurement of certain materials used in the Company’s operations, groundwater quality and the use of explosives.
Environmental and Regulatory Matters The Company is subject to numerous federal, state and local environmental laws, certifications, regulations, permits, and other legal requirements applicable to the mining, mineral processing, and magnetics manufacturing industries including, without limitation, those pertaining to employee health and safety, air quality standards and emissions, water usage, wastewater and stormwater discharges, GHG emissions, hazardous and radioactive and other waste management, storage and handling of naturally occurring radioactive material, plant and wildlife protection, remediation of contamination, land use, reclamation and restoration of properties, procurement of certain materials used in the Company’s operations, groundwater quality and the use of explosives.
Rare earth materials are used in a diverse array of end markets, including: • Electric Mobility: traction motors in passenger xEVs, commercial xEVs, special purpose vehicles, two-wheelers, and other applications; • Industrial, Consumer and Professional Service Robotics: motors, actuators, brakes and sensors used in industrial robots and welders, as well as consumer, service and humanoid robots; • Renewable Power Generation: wind power generators, for on- and offshore applications; • Energy-Efficient Motors, Pumps and Compressors: heating, ventilation and air conditioning (“HVAC”) systems, elevators, escalators, consumer appliances and other industrial applications; • Consumer and Medical Applications: smart phones, tablets, laptops, hard disk drives, audio speakers, microphones, cameras, printers, cordless power tools as well as fiber optics, laser crystals, x-ray equipment, prostheses, dental crowns and more; • Critical Defense Systems: guidance and control systems, communications, avionics, global positioning systems, radar and sonar, drones, thermal barrier coatings and firearms; and • Catalysts and Phosphors: catalysts for vehicle emissions reduction and fuel refining, as well as phosphors for energy-efficient lighting, backlighting and counterfeit currency detection.
Rare earth materials are used in a diverse array of end markets, including: • Electric Mobility: traction motors in passenger xEVs, commercial xEVs, special purpose vehicles, two-wheelers, and other applications; • Industrial, Consumer and Professional Service Robotics: motors, actuators, brakes and sensors used in industrial robots and welders, as well as consumer, service and humanoid robots, and other physical AI applications; • Renewable Power Generation: wind power generators, for on- and offshore applications; • Energy-Efficient Motors, Pumps and Compressors: heating, ventilation and air conditioning (“HVAC”) systems, elevators, escalators, consumer appliances and other industrial applications; • Consumer and Medical Applications: smart phones, tablets, laptops, hard disk drives, audio speakers, microphones, cameras, printers, cordless power tools as well as fiber optics, laser crystals, x-ray equipment, prostheses, dental crowns and more; • Critical Defense Systems: guidance and control systems, communications, avionics, global positioning systems, radar and sonar, drones, thermal barrier coatings and firearms; and • Catalysts and Phosphors: catalysts for vehicle emissions reduction and fuel refining, as well as phosphors for energy-efficient lighting, backlighting and counterfeit currency detection.
One of the unique attributes of bastnaesite ore is the ability to convert the trivalent cerium in the mixed rare earth concentrate to tetravalent cerium that has a low propensity to dissolve, enabling cerium to be removed expediently along with other insoluble gangue elements without selective extraction.
One of the unique attributes of bastnaesite ore is the ability to convert the cerium in the mixed rare earth concentrate to tetravalent cerium that has a low propensity to dissolve, enabling cerium to be removed expediently along with other insoluble gangue elements without selective extraction.
Upon achieving the designed throughput of separated products, the Company’s integrated site will incur lower costs of packaging, handling and transportation as compared to competitors who lack co-located processing. 4 Table of Contents Further the Company’s mission and ability to capture the full rare earth value chain through downstream integration into rare earth magnet production.
Upon achieving the designed throughput of separated products, the Company’s integrated site will incur lower costs of packaging, handling and transportation as compared to competitors who lack co-located processing. Further the Company’s mission and ability to capture the full rare earth value chain through downstream integration into rare earth magnet production.
The Company also regularly enters into short- and long-term sales contracts with other customers for the sale of its rare earth concentrate and separated rare earth products. Magnetics Segment In April 2022, as discussed above, the Company entered into a long-term agreement to supply magnets and precursor products manufactured at the Independence Facility to GM as its foundational customer .
The Company also regularly enters into short- and long-term sales contracts with other customers for the sale of its separated rare earth products. Magnetics Segment In April 2022, the Company entered into a long-term agreement to supply magnets and precursor products manufactured at the Independence Facility to GM as its foundational customer .
At Independence, with GM as a foundational customer, the Company is pursuing vertical integration through further downstream processing of REO into finished rare earth magnets and precursor products, and incorporating process waste and end-of-life magnet recycling.
At Independence, with GM as a foundational customer, the Company is furthering vertical integration through downstream processing of REO into finished rare earth magnets and precursor products and incorporating process waste and end-of-life magnet recycling.
MP Materials understands that our natural resources, such as water, are precious and limited. As such, the Company is committed to limiting resource consumption, increasing efficiency, and achieving as light of an environmental 6 Table of Contents footprint as possible.
MP Materials understands that our natural resources, such as water, are precious and limited. As such, the Company is committed to limiting resource consumption, increasing efficiency, and achieving as light of an environmental footprint as possible.
Mr. Litinsky is the Founder, Chairman and Chief Executive Officer of MP Materials. Mr. Litinsky is also the Founder, Chief Executive Officer and Chief Investment Officer of JHL Capital Group LLC (“JHL”), an alternative investment management firm. Before founding JHL in 2006, he was a member of the Drawbridge Special Opportunities Fund at Fortress Investment Group (“Fortress”).
Litinsky is also the Founder, Chief Executive Officer and Chief Investment Officer of JHL Capital Group LLC (“JHL”), an alternative investment management firm. Before founding JHL in 2006, he was a member of the Drawbridge Special Opportunities Fund at Fortress Investment Group (“Fortress”).
An employee retention rate of approximately 95% was achieved in every calendar quarter during 2024, which continues to demonstrate the Company’s priorities of ensuring its team is healthy, incentivized, proud to work for MP Materials, and believes in the Company’s mission.
An employee retention rate of approximately 96% was achieved in every calendar quarter during 2025, which continues to demonstrate the Company’s priorities of ensuring its team is healthy, incentivized, proud to work for MP Materials, and believes in the Company’s mission.
(“Adamas”). Further, Adamas estimates that the NdPr segment of the REO market, which makes up a significant majority of the market value, is expected to grow at an 8.4% CAGR through 2040 (excluding the impact of swarf recycling), well in excess of the overall REO market. This expected growth will be driven by secular growth in demand for NdPr magnets.
Further, Adamas estimates that the NdPr segment of the REO market, which makes up a significant majority of the market value, is expected to grow at an 8.4% CAGR through 2040, well in excess of the overall REO market. This expected growth will be driven by secular growth in demand for NdPr magnets.
Prior to Fortress, he was a Director of Finance at Omnicom Group, and he worked as a merchant banker at Allen & Company. Mr. Litinsky received a B.A. in Economics from Yale University, cum laude, and a J.D./M.B.A. from the Northwestern University School of Law and the Kellogg School of Management.
Prior to Fortress, he was a Director of Finance at Omnicom Group, and he worked as a merchant banker at Allen & Company. Mr. Litinsky received a B.A. in Economics from Yale University, cum laude, and a J.D./M.B.A. from the Northwestern University School of Law and the Kellogg School of Management. He was admitted to the Illinois Bar. Michael Rosenthal.
To ensure the Company’s employees receive the feedback they need to grow and thrive in their careers, MP Materials continually reviews and updates its performance-management processes. The Company ensures that new hires receive the feedback and support they need by scheduling periodic performance evaluations three to six months after their introductory periods.
To ensure the Company’s employees receive the feedback they need to grow and thrive in their careers, MP Materials continually reviews and updates its performance-management processes. The Company ensures that new hires receive the feedback and support they need by scheduling periodic performance evaluations during their introductory periods.
Rosenthal concentrated on investments in the global automotive sector and in China. Prior to joining QVT, he worked as a senior high yield credit analyst for Shenkman Capital Management. Mr. Rosenthal graduated from Duke University with an A.B. degree in Economics and Comparative Area Studies. Ryan Corbett. Mr. Corbett joined MP Materials as its Chief Financial Officer in 2019.
Prior to joining QVT, he worked as a senior high yield credit analyst for Shenkman Capital Management. Mr. Rosenthal graduated from Duke University with an A.B. degree in Economics and Comparative Area Studies. Ryan Corbett. Mr. Corbett joined MP Materials as its Chief Financial Officer in 2019.
In 2023, the Company commenced midstream operations (“Stage II”), which consist of the latter three primary process steps to produce separated rare earth products that are marketed directly to end users and indirectly via distributors, with revenue generated primarily from the magnet supply chain.
In 2023, the Company commenced midstream operations, consisting of the latter three primary process steps, to produce separated rare earth products that are marketed directly to end users and indirectly through distributors, with revenue generated primarily from the magnet supply chain.
Additionally, as of December 31, 2024, 51% of the Company’s workforce was composed of underrepresented minorities. Employee Engagement and Development Employee engagement efforts are critical in ensuring all employees feel heard, respected, and valued, and that applicable actions are taken when feedback is received.
As of December 31, 2025, women represented 28% of the Company’s Board of Directors. Additionally, as of December 31, 2025, 51% of the Company’s workforce was composed of underrepresented minorities. Employee Engagement and Development Employee engagement efforts are critical in ensuring all employees feel heard, respected, and valued, and that applicable actions are taken when feedback is received.
As the only scaled source in North America for critical rare earths, with a processing footprint designed to operate with best-in-class sustainability and an industry-leading cost structure, the Company believes it is well-positioned to thrive as the global economy electrifies and as the United States prioritizes domestic manufacturing and secure supply chains.
As the only scaled and vertically integrated source in North America for critical rare earths and magnet materials, with a processing footprint designed to operate with best-in-class sustainability and an industry-leading cost structure, the Company believes it is well-positioned to thrive as global manufacturers and the United States prioritize domestic manufacturing and secure supply chains.
In February 2023, the Company entered into a distributorship agreement (the “Distribution Agreement”) with Sumitomo Corporation of Americas (“Sumitomo”), under which Sumitomo serves as the exclusive distributor of the NdPr oxide and NdPr metal produced by the Company to Japanese customers. The initial term of the Distribution Agreement extends through the end of 2025 with options to renew annually.
In February 2023, the Company entered into a distributorship agreement (the “Distribution Agreement”) with Sumitomo Corporation of Americas (“Sumitomo”), under which Sumitomo serves as the exclusive distributor of the NdPr oxide and NdPr metal produced by the Company to Japanese customers through the end of 2030.
The Company’s production achievements in Stage I have provided economies of scale to lower production costs per unit of REO produced in concentrate. Furthermore, Stage II was designed to enable the Company to continue to manage its cost structure for separating REE through an optimized facility process flow.
The Company’s production achievements in its upstream operations have provided economies of scale to lower production costs per unit of REO produced in concentrate. 4 Table of Content s Furthermore, midstream operations were designed to enable the Company to continue to manage its cost structure for separating REE through an optimized facility process flow.
He was admitted to the Illinois Bar. 8 Table of Contents Michael Rosenthal. Mr. Rosenthal is a Founder and the Chief Operating Officer of MP Materials. He has managed the Mountain Pass operation since the Company acquired the site in 2017. Before MP Materials, he was a Partner at QVT Financial (“QVT”), an investment management firm. At QVT, Mr.
Mr. Rosenthal is a Founder and the Chief Operating Officer of MP Materials. He has managed the Mountain Pass operation since the Company acquired the site in 2017. Before MP Materials, he was a Partner at QVT Financial (“QVT”), an investment management firm. At QVT, Mr. Rosenthal concentrated on investments in the global automotive sector and in China.
Outside of China, there are few producers operating at scale, with processing capabilities located in Australia and Malaysia. China also maintains a dominant position in the supply of NdFeB permanent magnets due to its vast rare earth reserves, advanced processing capabilities, and vertically integrated production infrastructure.
China also maintains a dominant position in the supply of NdFeB permanent magnets due to its vast rare earth reserves, advanced processing capabilities, and vertically integrated production infrastructure.
Investors and others should note that the Company may announce material financial information to its investors using its investor relations website (https://investors.mpmaterials.com/overview), SEC filings, press releases, public conference calls and webcasts. The Company uses these channels as well as social media to communicate with its stockholders and the public about the Company, its services and other issues.
Investors and others should note that the Company may announce material financial information to its investors using its investor relations website (https://investors.mpmaterials.com/overview), SEC filings, press releases, public conference calls and webcasts.
None of the Company’s employees are subject to any collective bargaining agreements. The Company continues to advance its commitment to creating employment opportunities for U.S. workers and has added over 300 employees across the past two years, including 56 employees at the Independence Facility during 2024.
None of the Company’s employees are subject to any collective bargaining agreements. The Company remains committed to creating and expanding employment opportunities for U.S. workers and has added over 300 employees in the past two years, including over 100 new employees at the Independence Facility in 2025.
Employees Since relaunching production at Mountain Pass in July 2017, the Company has increased its full-time equivalent (“FTE”) employee base from eight contractors in 2017 to 804 employees as of December 31, 2024, of which approximately 83% were field-based employees. This represents an 18% increase of FTE employees in 2024, on top of a 40% increase in 2023.
Employees Since relaunching production at Mountain Pass in July 2017, the Company has increased its full-time equivalent (“FTE”) employee base from eight contractors in 2017 to 998 employees as of December 31, 2025, of which approximately 83% were 5 Table of Content s field-based employees. The FTE employee count grew by 24% in 2025, following an 18% increase in 2024.
In December 2024, the Company commissioned its electrowinning capability to produce NdPr metal from NdPr oxide at Independence. Further, the Company introduced capabilities to produce neodymium-praseodymium-iron-boron alloy flake, a key precursor product that is utilized as the material feedstock for magnet manufacturing.
In 2024, the Company commissioned electrowinning capabilities at the Independence Facility to produce NdPr metal from NdPr oxide, and in 2025, the Company added strip casting capabilities to produce NdFeB alloy flake, a key precursor product that is utilized as the material feedstock for magnet manufacturing.
Through its upstream operations (“Stage I”), which are comprised of the first two of these process steps, the Company produces rare earth concentrate that is marketed to refiners primarily via a distribution arrangement.
Through its upstream operations, which comprise the first two of the process steps at Mountain Pass, the Company produces rare earth concentrate that was historically marketed to refiners primarily through a distribution arrangement.
It is possible that the information the Company posts on social media could be deemed to be material information. Therefore, the Company encourages investors, the media, and others interested in MP Materials to review the information the Company posts on the social media channels listed on its investor relations website.
Therefore, the Company encourages investors, the media, and others interested in MP Materials to review the information the Company posts on the social media channels listed on its investor relations website. 9 Table of Content s
Certain rare earth elements (“REE”) serve as critical inputs for the rare earth magnets inside the electric motors and generators powering carbon-reducing technologies such as hybrid and electric vehicles (referred to collectively as “xEVs”) and wind turbines, as well as drones, defense systems, robotics and many other high-growth, advanced technologies.
Certain rare earth elements (“REE”) serve as critical inputs for the rare earth magnets inside the electric motors, generators, and other components essential to automotive technologies, including those used in hybrid and electric vehicles (referred to collectively as “xEVs”), as well as advanced electronics, aerospace and defense systems, energy products, robotics and many other high-growth, advanced technologies.
MP Materials’ successes at Mountain Pass highlight its ability to identify undervalued assets, execute disciplined strategies, and assemble skilled management. The Company will leverage its expertise across the critical minerals value chain, responsibly allocating capital to benefit stockholders and align with its mission.
The Company’s progress to date underscores its ability to identify undervalued assets, execute disciplined strategies, and assemble skilled management. The Company will leverage its expertise across the critical minerals value chain, responsibly allocating capital to benefit stockholders and align with its mission. Human Capital Resources MP Materials’ employees are the Company’s most valuable asset in fulfilling its mission.
To ensure the ongoing safety of employees and any contractors working on-site, the Company has a clear set of health and safety guidelines in place and routinely conducts general as well as equipment- and process-specific safety training.
To ensure the ongoing safety of employees and any contractors working on-site, the Company has a clear set of health and safety guidelines in place and routinely conducts general as well as equipment- and process-specific safety training. The Company believes that the achievement of superior safety performance is both an important short-term and long-term strategic imperative in managing its operations.
With the recent achievements at Independence, the Company has taken a significant step towards reestablishing a fully integrated, domestic supply chain for these critical components for the first time in decades.
These achievements at Independence represent a significant milestone towards re-establishing a fully integrated, domestic supply chain for these critical components for the first time in decades.
The REE group includes 17 elements, primarily the 15 lanthanide elements. Lanthanum, cerium, praseodymium, neodymium and promethium are considered “light” REE (“LREE”); samarium, europium and gadolinium are often referred to as “medium” REE; while terbium, dysprosium, holmium, erbium, thulium, ytterbium and lutetium are considered “heavy” REE (“HREE”).
Lanthanum, cerium, praseodymium, neodymium and promethium are considered “light” REE (“LREE”); samarium, europium and gadolinium are often referred to as “medium” REE; while terbium, dysprosium, holmium, erbium, thulium, ytterbium and lutetium are considered “heavy” REE (“HREE”). Two additional elements, yttrium and scandium, are often classified as HREE although they are not lanthanides.
The Company’s mission is to maximize stockholder returns over the long-term by executing a disciplined business strategy to restore the full rare earth magnetics supply chain to the United States of America. The Company believes it will generate positive outcomes for U.S. national security and industry, the U.S. workforce, and the environment.
The Company’s mission is to maximize stockholder returns over the long-term by executing a disciplined business strategy to restore the full rare earth magnetics supply chain to the United States of America.
This process flow allows the Company to use less energy and raw materials per ton of separated REO. Despite the initial phase of NdPr oxide production leading to elevated per-unit costs, the Company anticipates a decrease in per-unit production costs over time as production volumes expand.
This process flow allows the Company to use less energy and raw materials per ton of separated REO. While the initial phase of NdPr oxide production resulted in elevated per-unit costs, the Company has begun to realize cost improvements and anticipates per-unit production costs to decline further over time as production volumes increase and operational efficiencies continue to improve.
The Company is also pursuing sales opportunities to other customers for its future magnet products. Suppliers The Materials segment uses certain proprietary chemical reagents in its flotation process, which it currently purchases from third-party suppliers. The hydrometallurgy, separations, and product finishing processes are reliant upon certain commodity reagents.
Suppliers The Materials segment uses certain proprietary chemical reagents in its flotation process, which it currently purchases from third-party suppliers. The hydrometallurgy, separations, and product finishing processes are reliant upon certain commodity reagents. These chemicals are subject to pricing volatility, supply availability and other restrictions and guidelines.
As discussed above, in December 2024, the Company commissioned its electrowinning capability to produce NdPr metal from NdPr oxide and introduced capabilities to produce neodymium-praseodymium-iron-boron alloy flake, a key precursor product that is utilized as the material feedstock for magnet manufacturing. In addition, the Company recently began trial production of automotive-grade, sintered NdFeB magnets at its NPI facility within Independence.
As discussed above, during 2024 and 2025, the Company commissioned its electrowinning capabilities to produce NdPr metal from NdPr oxide and introduced capabilities to produce NdFeB alloy flake, a key precursor product that is utilized as the material feedstock for magnet manufacturing.
Sustainability and Natural Resources The Company’s business provides a key input to carbon-reducing technologies critical for the transition to a low-carbon economy. Further, MP Materials is solving for the foreign-controlled overconcentration of the rare earth supply while helping to enable a more sustainable future.
Further, MP Materials is solving for the foreign-controlled overconcentration of the rare earth supply while helping to enable a more sustainable future.
The REE in the Mountain Pass ore body are contained primarily within bastnaesite and related minerals in which LREE are predominant. 1 Table of Contents The aggregate global market for rare earth oxides (“REO”) totaled approximately 226,000 metric tons (“MTs”) in 2024 and is expected to grow at a compound annual growth rate (“CAGR”) of approximately 5.9% through 2040, according to research by Adamas Intelligence Inc.
The aggregate global market for rare earth oxides (“REO”) totaled approximately 252,000 metric tons (“MTs”) in 2025 and is expected to grow at a compound annual growth rate (“CAGR”) of approximately 6.0% through 2040, according to research by Adamas Intelligence Inc. (“Adamas”).
In November 2023, the Company announced its “Upstream 60K” strategy whereby the Company intends to grow its annual REO Production Volume to approximately 60,000 MTs by expanding upstream capacity via investments in further 2 Table of Contents beneficiation, including the ability to process alternative feedstocks and upgrade lower-grade feedstocks.
In November 2023, the Company announced its “Upstream 60K” strategy whereby the Company intends to grow its annual REO Production Volume to approximately 60,000 MTs via investments in further beneficiation capability and through better usage of lower-grade ore and other underutilized parts of the Mountain Pass ore body.
Information About Our Executive Officers The persons serving as executive officers of MP Materials and their positions with the Company are as follows: Name Age Position James H. Litinsky 47 Chairman of the Board and Chief Executive Officer Michael Rosenthal 46 Chief Operating Officer Ryan Corbett 35 Chief Financial Officer Elliot Hoops 50 General Counsel and Secretary James H. Litinsky.
Information About Our Executive Officers The persons serving as executive officers of MP Materials and their positions with the Company are as follows: Name Age Position James H.
The Company believes the self-contained nature of its operations, with mining, milling, separations, and finishing all on one site, creates additional cost advantages and operational risk mitigation. In addition, The Mountain Pass site includes a currently idle chlor-alkali facility that may be restarted in the future to produce key raw materials used in separations.
The Company believes the self-contained nature of its operations, with mining, milling, separations, and finishing all on one site, creates additional cost advantages and operational risk mitigation.
The upstream operations include the mining of primarily bastnaesite ore followed by comminution, which involves crushing and grinding the ore into a milled slurry. Then, the slurry is processed by froth flotation, whereby the bastnaesite is carried to the surface while the gangue, or non-desired, elements are suppressed and disposed as tailings.
The slurry is then processed by froth flotation, whereby the bastnaesite is carried to the surface while the gangue, or non-desired, elements are suppressed and disposed as tailings. The Company continues to optimize its upstream operations to improve mineral recovery and concentrate grade.
More specifically, the Company reintroduced an oxidizing roasting circuit, reoriented portions of the plant process flow, increased product finishing capacity, improved wastewater management, and made other improvements to materials handling and storage. The roasting step that oxidizes the rare earth concentrate in a rotary kiln is crucial to ensuring cost-competitiveness.
The optimization project incorporated upgrades and enhancements to the prior facility process flow to produce separated REE at a lower cost while minimizing the impact on the environment. More specifically, the Company reintroduced an oxidizing roasting circuit, reoriented portions of the plant process flow, increased product finishing capacity, improved wastewater management, and made other improvements to materials handling and storage.
NdPr is primarily used in neodymium-iron-boron (“NdFeB”) permanent magnets for electric machines such as EV traction motors, wind power generators, drones, robotics, electronics and a growing list of other applications. The rapid growth of these and other end-use markets is expected to drive substantial demand growth for NdPr and NdFeB magnets in the years ahead.
By economic value, neodymium-praseodymium (previously defined as “NdPr,” also referred to as “PrNd” or “didymium”) is the largest segment of the REE market. NdPr is primarily used in NdFeB permanent magnets for electric machines such as EV traction motors, wind power generators, drones, robotics, electronics and a growing list of other applications.
As of December 31, 2024, based on employees’ self-reporting, veterans and women represented 4% and 15%, respectively, of the Company’s workforce and 20% of managerial or supervisory positions were occupied by women. As of December 31, 2024, women represented 28% of the Company’s Board of Directors.
In prioritizing hiring employees with the requisite skills, the Company continues to assemble a diverse workforce. As of December 31, 2025, based on employees’ self-reporting, veterans and women represented 3% and 16%, respectively, of the Company’s workforce and 22% of managerial or supervisory positions were occupied by women.
More than 60 years of operations at Mountain Pass have demonstrated that the Company’s ore body is one of the world’s largest and highest-grade rare earth resources. The low-volume nature of rare earth mining coupled with the exceptional scale and quality of the ore body results in a resource with significant viability well into the future.
The low-volume nature of rare earth mining coupled with the exceptional scale and quality of the ore body results in a resource with significant viability well into the future. The Company believes Mountain Pass is one of the largest, most advanced and efficient fully-integrated REO processing facilities in the world, and the only such facility located in the Western Hemisphere.
Diversity and Meritocracy MP Materials believes that a diverse and meritocratic workforce and Board of Directors produces better overall decision-making for employees, which benefits the organization. In prioritizing hiring employees with the requisite skills, the Company continues to assemble a diverse workforce.
MP Materials strongly encourages the reporting of near-miss incidents so that it can mitigate hazards or change procedures to improve workforce safety in advance of any actual incident. Diversity and Meritocracy MP Materials believes that a diverse and meritocratic workforce and Board of Directors produces better overall decision-making for employees, which benefits the organization.
Upstream Operations - Stage I Following the acquisition of Mountain Pass in July 2017, the Company began implementing Stage I, which was designed to re-establish stable and scaled production of rare earth concentrate by leveraging the site’s existing processing facilities.
The Company’s Materials segment includes both upstream and midstream operations, while downstream operations constitute the Magnetics segment. Upstream Operations Following the acquisition of Mountain Pass in July 2017, the Company implemented an upstream operations optimization plan that established stable and scaled production of rare earth concentrate by leveraging the site’s existing processing facilities.
Rare Earth Industry Overview REE are crucial enablers of modern technologies spanning transportation, electronics, and robotics that have permeated modern society. REE are used in supporting, but often critical, amounts in hundreds of different technologies, materials, and chemicals worldwide for commercial, industrial, social, medical, and environmental applications.
REE are used in supporting, but often critical, amounts in hundreds of different technologies, materials, and chemicals worldwide for commercial, industrial, social, medical, and environmental applications. In the last several decades, REE have become deeply integrated into the foundation of modern technology and industry and have proven to be difficult to duplicate or replace.
As operations scale at the Independence Facility, the Company expects that the Magnetics segment will be supplied with NdPr oxide produced at Mountain Pass, which is within the Materials segment. In addition, certain raw materials expected to be used in the production of metal and magnets may be subject to pricing volatility, supply availability and other restrictions and guidelines.
In addition, certain raw materials currently used or expected to be used in the production of metal and magnets are subject to pricing volatility, supply availability and other restrictions and guidelines.
Downstream Operations and Future Capabilities - Stage III In February 2022, the Company commenced construction of the Independence Facility, the U.S.’s first fully-integrated rare earth metal, alloy and magnet manufacturing facility located in Fort Worth, Texas. Independence will convert NdPr oxide produced at Mountain Pass into permanent magnets and its precursor products, while incorporating magnet recycling capabilities.
Downstream Operations and Future Capabilities In February 2022, the Company commenced construction of the Independence Facility, the first fully-integrated rare earth metal, alloy and magnet manufacturing facility in the United States.
The Company is also developing a rare earth metal, alloy and magnet manufacturing facility in Fort Worth, Texas (“Independence” or the “Independence Facility”). The Company’s operations are organized into two reportable segments: Materials and Magnetics. See Note 20 , “Segment Reporting,” in the notes to the Consolidated Financial Statements for additional information.
Additionally, the Company owns and operates a rare earth metal, alloy and magnet manufacturing facility in Fort Worth, Texas (“Independence” or the “Independence Facility”), where the Company produces and sells magnetic precursor products and commenced the manufacturing of neodymium-iron-boron (“NdFeB”) permanent magnets in December 2025. The Company’s operations are organized into two reportable segments: Materials and Magnetics.
Successful completion of this project will establish, for the first time in many years, commercial-scale processing and separation of HREE in support of commercial and defense applications in the U.S. The HREE processing and separations facility (the “HREE Facility”) will be built at Mountain Pass and will be integrated into the rest of the Company’s facilities.
The HREE Facility will establish, for the first time in many years, commercial-scale HREE processing in the U.S. in support of commercial and defense applications. The Company is currently advancing the construction of the HREE Facility, with commissioning expected in 2026.
The Company believes that the achievement of superior safety performance is both an important short-term and long-term strategic imperative in managing its operations. 5 Table of Contents All newly-hired employees at Mountain Pass complete a minimum of 24 hours of Federal Mine Safety and Health Administration (“MSHA”) training during the onboarding process and must, at a minimum, complete annual refresher training.
All newly-hired employees at Mountain Pass complete a minimum of 24 hours of Federal Mine Safety and Health Administration (“MSHA”) training during the onboarding process and must, at a minimum, complete annual refresher training. Following their initial training, depending on their job classification, new employees complete targeted online and supervised field training specific to their roles and responsibilities.
The Company expects that the Magnetics segment will begin generating revenue from sales of magnetic precursor products, specifically NdPr metal, to a single customer in the U.S. in the first quarter of 2025.
The Magnetics segment represents the downstream magnet manufacturing and related operations of the Company, which currently consist of the Independence Facility, a fully integrated metal, alloy, and magnet manufacturing plant. The Magnetics segment began generating revenue from sales of magnetic precursor products to General Motors Company (NYSE: GM) (“GM”) in the U.S. in the first quarter of 2025.
In February 2022, the Company was awarded a $35.0 million contract by the Department of Defense’s Office of Industrial Base Policy, Industrial Base Analysis and Sustainment program, to design and build a facility to process HREE.
In February 2022, the Company was selected by the DoW Office of Industrial Base Analysis and Sustainment to design and build a facility for the processing and separation of HREE, which will be built at Mountain Pass and will be integrated into the rest of the Company’s facilities (the “HREE Facility”).
These chemicals are subject to pricing volatility, supply availability and other restrictions and guidelines. In the event of a supply disruption or any other restriction, the Company believes that alternative reagents could be sourced for certain 7 Table of Contents processes.
In the event of a supply disruption or any other restriction, the Company believes that alternative reagents could be sourced for certain processes. As operations continue to scale at the Independence Facility, starting in the fourth quarter of 2025, the Materials segment began to supply the Magnetics segment with NdPr oxide produced at Mountain Pass.
Following their initial training, depending on their job classification, new employees complete targeted online and supervised field training specific to their roles and responsibilities. For example, operations and maintenance workers go through specific Lock Out/Tag Out/Try Out training, confined-space work and rescue, and forklift classroom and in-the-field training.
For example, operations and maintenance workers go through specific Lock Out/Tag Out/Try Out training, confined-space work and rescue, and forklift classroom and in-the-field training. In total, during 2025, the Company’s employees completed over 15,000 hours of new hire and/or annual refresher training and over 2,500 hours of emergency medical response training, including first aid and CPR.
Two additional elements, yttrium and scandium, are often classified as HREE although they are not lanthanides. Depending upon the rare earth-bearing mineral, the relative abundance of light, medium and heavy REE will differ.
Depending upon the rare earth-bearing mineral, the relative abundance of light, medium and heavy REE will differ. The REE in the Mountain Pass ore body are contained primarily within bastnaesite and related minerals in which LREE are predominant.
The Company is targeting the commissioning of its magnet manufacturing capabilities by the end of 2025. Throughout 2024, the Company significantly advanced the organization’s engineering and manufacturing technology capabilities and meaningfully added to its magnetics team of scientists, technicians, and engineers, with the team now comprised of over 100 employees.
At the end of 2025, the Company began commissioning the remaining commercial scale equipment for magnet manufacturing and commenced the manufacturing of NdFeB permanent magnets. Throughout 2025, the Company made significant progress in advancing its engineering and manufacturing technology capabilities and continued to meaningfully expand its magnetics team of scientists, technicians, and engineers, which now comprises more than 180 employees.
The Company aims to provide users of rare earths a U.S. alternative that helps avoid the risks associated with the single point-of-failure that Chinese producers represent. In addition, the U.S. government is actively seeking to end the country’s reliance on foreign REE sources, and the Company believes that this provides it with an advantage relative to non-U.S. REE producers.
Through its operations, the Company aims to provide users of rare earths a U.S. alternative that helps avoid the risks associated with the single point-of-failure that Chinese producers represent. The U.S. government continues to emphasize the importance of supply chain security for critical minerals and related components, particularly those required for industrial capacity, national defense, and technological leadership.
(“Shenghe”) under the terms of the 2024 Offtake Agreement, which became effective in January 2024 and replaced and extended the 2022 Offtake Agreement (as such terms are defined in Note 19 , “Related-Party Transactions,” in the notes to the Consolidated Financial Statements).
Customers Materials Segment Historically, the Company sold the vast majority of its rare earth concentrate to a single, principal distributor in China under the terms of the Shenghe Offtake Agreement (as defined in Note 21 , “Related-Party Transactions,” in the notes to the Consolidated Financial Statements).
In total, during 2024, the Company’s employees completed over 13,000 hours of new hire and/or annual refresher training and over 1,200 hours of emergency medical response training, including first aid and CPR. The Company utilizes a formalized digital data reporting system to track all incidents reportable to the California Occupational Health and Safety Administration and MSHA.
The Company utilizes a formalized digital data reporting system to track all incidents reportable to the California Occupational Safety and Health Administration and MSHA. The Company tracks lost time injuries, recordable injuries, recordable injury rates, and near-miss reports.
Removed
The Materials segment operates Mountain Pass, which produces refined rare earth oxides and related products as well as rare earth concentrate products.
Added
The Materials segment represents the upstream and midstream operations of the Company, which primarily consist of Mountain Pass, a fully integrated mining and refining facility producing refined rare earth oxides and related products. The Materials segment generates revenue primarily from sales of neodymium-praseodymium (“NdPr”) oxide and metal, primarily sold to customers in Japan, South Korea, and broader Asia.
Removed
The Materials segment primarily generates revenue from (i) sales of rare earth concentrate, which is principally sold pursuant to the Offtake Agreements (as defined in Note 19 , “Related-Party Transactions,” in the notes to the Consolidated Financial Statements) to Shenghe (as defined in the “ Customers ” section below), that, in turn, typically sells that product to refiners in China, and (ii) sales of separated rare earth products, including neodymium-praseodymium (“NdPr”) oxide, primarily to customers in Japan, South Korea, and broader Asia.
Added
The Materials segment historically generated the majority of its revenue from sales of rare earth concentrate primarily to a distributor that, in turn, typically sold that product to refiners in China.
Removed
The Magnetics segment operates the Independence Facility, where the Company began production of magnetic precursor products in December 2024 and anticipates manufacturing neodymium-iron-boron (“NdFeB”) permanent magnets by the end of 2025.
Added
On July 9, 2025, the Company entered into definitive agreements with the United States Department of War (the “DoW”), formerly known as the Department of Defense, (collectively, the “DoW Transaction Agreements”) establishing a transformational public-private partnership with the DoW to accelerate the build-out of an end-to-end U.S. rare earth magnet supply chain and reduce foreign dependency (the “DoW Transactions”).
Removed
In the last several decades, REE have become deeply integrated into the foundation of modern technology and industry and have proven to be difficult to duplicate or replace. By economic value, neodymium-praseodymium (previously defined as “NdPr,” also referred to as “PrNd” or “didymium”) is the largest segment of the REE market.
Added
This partnership is further described in Note 3 , “Public-Private Partnership with U.S. Department of War,” in the notes to the Consolidated Financial Statements, which includes certain defined terms related to the DoW Transaction Agreements.
Removed
Since restarting operations from cold-idle status, the Company implemented changes in the milling, flotation and tailings management processes; implemented and continue to advance an improved reagent scheme to enhance mineral recovery; and implemented operational best practices.
Added
In connection with the DoW Transactions, the Company will expand its Independence Facility, construct a second domestic magnet manufacturing facility (the “10X Facility”) and extend its heavy rare earth elements (“HREE”) refining capability at Mountain Pass.
Removed
Together, these changes have materially increased plant uptime and reliability driving enhanced flotation throughput, REO recovery and production as well as tailings facility reliability and throughput at a lower cost per processed ton.
Added
Additionally, as outlined in the DoW Offtake Agreement, the DoW has guaranteed that the 10X Facility will generate at least $140 million of EBITDA (as defined in the DoW Offtake Agreement, and subject to annual escalation) and has the right to purchase all of the magnets produced at the 10X Facility (which may instead be commercially syndicated).
Removed
Following the implementation of the Company’s Stage I optimization plan, the Company has achieved at least 40,000 MTs of annual REO Production Volume (as defined in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ) since 2021.
Added
Separately, the Company entered into an NdPr price floor protection agreement with the DoW (the “Price Protection Agreement” or “PPA”) for the Company’s NdPr products produced at Mountain Pass that are sold or produced and stockpiled starting in the fourth quarter of 2025.
Removed
The Company’s Stage I optimization plan enabled it to achieve what the Company believes to be world-class production cost levels for rare earth concentrate.
Added
The Company believes it will generate positive outcomes for U.S. national security and industry, the U.S. workforce, and the environment. 1 Table of Content s Rare Earth Industry Overview REE are crucial enablers of modern technologies spanning transportation, electronics, physical artificial intelligence (“AI”) and robotics that have permeated modern society.

… 62 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

80 edited+66 added−61 removed133 unchanged
Biggest changeSome of these risks are: • We may be adversely affected by fluctuations in demand for, and prices of, REE and magnet materials. • The success of our business will depend, in part, on the growth of existing and emerging uses for rare earth products. • An increase in the global supply of rare earth products, dumping, predatory pricing and other tactics designed to inhibit our further downstream integration by our competitors may materially adversely affect our profitability. • We operate in a highly competitive industry. • Industry consolidation may result in increased competition, which could result in a reduction in revenue. • Our ability to generate revenue will be diminished if we are unable to compete with substitutions for our rare earth materials. • We currently rely on Shenghe to purchase the vast majority of our rare earth concentrate product on a “take-or-pay” basis and sell that product to end users in China; we cannot assure you that they will continue to honor their contractual obligations to purchase and sell our products, or that they will make optimum efforts to market and sell our products. • Significant political, trade, regulatory developments, and other circumstances beyond our control, could have a material adverse effect on our financial condition or results of operations. • Changes in China’s political environment and policies, including changes in export policy or the interpretation of China’s export policy and policy on rare earths production or the import of rare earth feedstock, may adversely affect our financial condition and results of operations. • The production of rare earth products is a capital-intensive business that requires the commitment of substantial resources; if we do not have sufficient resources to provide for such production, it could have a material adverse effect on our financial condition or results of operations. • Our continued growth depends on our ability to reach anticipated production rates for the separation of REE as part of the Stage II project at Mountain Pass, our only rare earth mining and processing facility. • The production of magnets and magnetic precursor products in Stage III is dependent upon our ability to complete the buildout of the Independence Facility; an unanticipated delay in the completion of the Independence Facility could have a material adverse effect on our ability to produce magnets. • If we infringe, or are accused of infringing, the intellectual property rights of third parties, it may increase our costs or prevent us from being able to commercialize new products. • We may not be able to adequately protect our intellectual property rights.
Biggest changeSome of these risks are: • We may be adversely affected by fluctuations in demand for, and prices of, REE and magnet materials. • There can be no assurances that the funding of and support for the transactions contemplated by the DoW Transaction Agreements will not be modified, challenged or impaired in the future, which would have a material adverse effect on our business, results of operations and financial position. • The DoW Transaction Agreements contain affirmative and negative covenants that may restrict our ability, and the ability of our subsidiaries, to take actions management believes are important to our long-term strategy and could have a material adverse effect on our business, prospects, financial condition, or results of operations. • The success of our business will depend, in part, on the growth of existing and emerging uses for rare earth products. • We operate in a highly competitive industry. • Industry consolidation may result in increased competition, which could result in a reduction in revenue. • Our ability to generate revenue will be diminished if we are unable to compete with substitutions for our rare earth materials. • Significant political, trade and regulatory developments, and other circumstances beyond our control, could have a material adverse effect on our financial condition or results of operations. • The production of rare earth products is a capital-intensive business that requires the commitment of substantial resources; if we do not have sufficient resources to provide for such production, it could have a material adverse effect on our financial condition or results of operations. • Our continued growth depends on our ability to reach anticipated production rates for the separation of REE as part of midstream operations at Mountain Pass, our only rare earth mining and processing facility. • If we infringe, or are accused of infringing, the intellectual property rights of third parties, it may increase our costs or prevent us from being able to commercialize new products. • We may not be able to adequately protect our intellectual property rights.
You may not be able to resell your shares at an attractive price due to a number of factors such as those listed in “Risks Relating to our Business and Industry” above and the following: (a) fluctuations in demand for, and prices of, REE and magnet products; (b) results of operations that vary from the expectations of securities analysts and investors; (c) changes in expectations as to the Company’s future financial performance, including financial estimates and investment recommendations by securities analysts and investors; (d) declines in the market prices of stocks generally and market prices of mining-related companies in particular; (e) strategic actions by the Company or its competitors; (f) announcements by the Company or its competitors of significant contracts, acquisitions, joint ventures, other strategic relationships or capital commitments; (g) any significant change in the Company’s management; (h) changes in general economic or market conditions or trends in the Company’s industry or markets; (i) changes in business or regulatory conditions, including new laws or regulations or new interpretations of existing laws or regulations applicable to the Company’s business; (j) future sales of the Company’s common stock or other securities; (k) investor perceptions of the investment opportunity associated with the Company’s common stock relative to other investment alternatives; (l) the public’s 22 Table of Contents response to press releases or other public announcements by the Company or third parties, including the Company’s filings with the SEC; (m) litigation involving the Company, the Company’s industry, or both, or investigations by regulators into the Company’s operations or those of our competitors; (n) guidance, if any, that the Company provides to the public, any changes in this guidance or the Company’s failure to meet this guidance; (o) the development and sustainability of an active trading market for the Company’s stock; (p) actions by institutional or activist stockholders; (q) declines in the market price of our stock as a result of negative reports on the Company by research firms that engage in short selling; (r) changes in accounting standards, policies, guidelines, interpretations or principles; and (s) other events or factors, including those resulting from natural disasters, war, acts of terrorism, health pandemics or responses to these events.
You may not be able to resell your shares at an attractive price due to a number of factors such as those listed in “Risks Relating to our Business and Industry” above and the following: (a) fluctuations in demand for, and prices of, REE and magnet products; (b) results of operations that vary from the expectations of securities analysts and investors; (c) changes in expectations as to the Company’s future financial performance, including financial estimates and investment recommendations by securities analysts and investors; (d) declines in the market prices of stocks generally and market prices of mining-related companies in particular; (e) strategic actions by the Company or its competitors; (f) announcements by the Company or its competitors of significant contracts, acquisitions, joint ventures, other strategic relationships or capital commitments; (g) any significant change in the Company’s management; (h) changes in general economic or market conditions or trends in the Company’s industry or markets; (i) changes in business or regulatory conditions, including new laws or regulations or new interpretations of existing laws or regulations applicable to the Company’s business; (j) future sales of the Company’s common stock or other securities; (k) investor perceptions of the investment opportunity associated with the Company’s common stock relative to other investment alternatives; (l) the public’s response to press releases or other public announcements by the Company or third parties, including the Company’s filings with the SEC; (m) litigation involving the Company, the Company’s industry, or both, or investigations by regulators into the Company’s operations or those of our competitors; (n) guidance, if any, that the Company provides to the public, any changes in this guidance or the Company’s failure to meet this guidance; (o) the development and sustainability of an active trading market for the Company’s stock; (p) actions by institutional or activist stockholders; (q) declines in the market price of our stock as a result of negative reports on the Company by research firms that engage in short selling; (r) changes in accounting standards, policies, guidelines, interpretations or principles; and (s) other events or factors, including those resulting from natural disasters, war, acts of terrorism, health pandemics or responses to these events.
In addition, even if holders do not elect to convert their Convertible Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Convertible Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.
In addition, even if holders do not elect to convert their Convertible Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the 2030 Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.
Our facilities at Mountain Pass are currently powered by a natural gas-powered combined heat and power (“CHP”) plant that produces electricity and steam and eliminates reliance on the regional electric power grid. Operation of the CHP plant is necessary to support the entire energy demand of our upstream and midstream operations.
Our facilities at Mountain Pass are currently powered by a natural gas-fired combined heat and power (“CHP”) plant that produces electricity and steam and eliminates reliance on the regional electric power grid. Operation of the CHP plant is necessary to support the entire energy demand of our upstream and midstream operations.
Fluctuations in factors out of our control such as changes in future product pricing, foreign government policies on the import or export of rare earths and foreign exchange rates can have a significant impact on the estimates of reserves and can result in significant changes in the quantum of our reserves period-to-period.
Fluctuations in factors out of our control, such as changes in future product pricing, foreign government policies on the import or export of rare earths and foreign exchange rates, can also have a significant impact on the estimates of reserves and can result in significant changes in the quantum of our reserves period-to-period.
Risks Relating to our Convertible Notes The conditional conversion features of our Convertible Notes, if triggered, may adversely affect our financial condition and operating results. For our 2030 Notes, at our election, we may settle notes tendered for conversion entirely or partly in shares of our common stock.
Risks Relating to Our Indebtedness The conditional conversion features of our Convertible Notes, if triggered, may adversely affect our financial condition and operating results. For our 2030 Notes, at our election, we may settle notes tendered for conversion entirely or partly in shares of our common stock.
We may not be able to convert current commercial discussions with customers for the sale of REO products into contracts, which may have a material adverse effect on our financial position and results of operations.
We may not be able to convert current commercial discussions with customers for the sale of our products into contracts, which may have a material adverse effect on our financial position and results of operations.
While we managed to mitigate these intermittent delays in shipping rare earth concentrate product through these ports, our ability to continue to maintain stable shipments may be impacted if port delays due to congestion return or worsen. In addition, we may in the future need to transport our products to additional customers and other tollers wherever they may be located.
While we managed to mitigate these intermittent delays in shipping rare earth products through these ports, our ability to continue to maintain stable shipments may be impacted if port delays due to congestion return or worsen. In addition, we may in the future need to transport our products to additional customers and other tollers wherever they may be located.
Although we maintain insurance to address certain risks involved in our business, such as coverage for property damage, business interruption, natural disasters, terrorism and workers compensation, there can be no assurance that our coverage will be adequate for liabilities incurred or that insurance will continue to be available to us on economically reasonable terms.
Although we maintain insurance to address certain risks involved in our business, such as coverage for property damage, business interruption, natural disasters, terrorism and workers’ compensation, there can be no assurance that our coverage will be adequate for liabilities incurred or that insurance will continue to be available to us on economically reasonable terms.
We cannot predict the impact of an outbreak, epidemic or pandemic, but it may materially and adversely affect our business, financial condition and results of operations. A power outage or shortage at Mountain Pass could temporarily delay mining and processing operations and increase costs, which may materially adversely impact our business.
We cannot predict the impact of an outbreak, epidemic or pandemic, but it may materially and adversely affect our business, financial condition and results of operations. A power outage or shortage at Mountain Pass or Independence could temporarily delay mining, processing, and manufacturing operations and increase costs, which may materially adversely impact our business.
Certain provisions of our Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws may have an anti-takeover effect and may delay, defer or prevent a merger, acquisition, tender offer, takeover attempt or other 23 Table of Contents change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by our stockholders.
Certain provisions of our Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws may have an anti-takeover effect and may delay, defer or prevent a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by our stockholders.
We maintain and operate one water supply well field for potable and process water and own land and wells in another water supply well field that we may be able to operate in the future. In addition, significant volumes of water are recycled from process brine to reduce ground water usage.
We maintain and operate one water supply well field for potable and process water and own land and wells in another water supply well field that we may be able to operate in the future. In addition, significant volumes of water are recycled from process brine to reduce groundwater usage.
We expect that our emissions will continue to increase as our separations production ramps, which would require us to purchase additional allowances, with the price of allowances subject to market volatility. Any adopted future climate change regulations could 21 Table of Contents negatively impact our ability to compete with companies situated in areas and countries not subject to such limitations.
We expect that our emissions will continue to increase as our separations production ramps, which would require us to purchase additional allowances, with the price of allowances subject to market volatility. Any adopted future climate change regulations could negatively impact our ability to compete with companies situated in areas and countries not subject to such limitations.
If major disasters such as earthquakes, wildfires, health epidemics or pandemics, floods or other events occur, or our information system or communications network breaks down or operates improperly, our ability to continue operations at Mountain Pass or Independence may be seriously damaged, or we may have to stop or delay production and shipment of our products.
If major disasters such as earthquakes, wildfires, floods or other events occur, or our information system or communications network breaks down or operates improperly, our ability to continue operations at Mountain Pass or Independence may be seriously damaged, or we may have to stop or delay production and shipment of our products.
We may be subject to claims under environmental laws, for toxic torts, natural resource damages and other liabilities, as well as for the investigation and remediation of soil, surface water, groundwater and other environmental media.
We may be subject to claims under environmental laws, for toxic torts, natural resource damage and other liabilities, as well as for the investigation and remediation of soil, surface water, groundwater and other environmental media.
Fluctuations in transportation costs or disruptions in transportation services or damage or loss during transport could decrease our competitiveness or impair our ability to supply REE or magnet products to our customers, which could adversely affect our results of operations. We currently transport our rare earth concentrate and NdPr oxide products via ocean freight to customers and tollers.
Fluctuations in transportation costs or disruptions in transportation services or damage or loss during transport could decrease our competitiveness or impair our ability to supply REE or magnet products to our customers, which could adversely affect our results of operations. We currently transport our NdPr oxide products via ocean freight to customers and tollers.
The extent to which an outbreak, epidemic or pandemic will impact our operations, our business and the economy is highly uncertain and will 16 Table of Contents also depend on future developments that cannot be predicted, including new information which may emerge concerning the severity of the disease, the duration and spread of the outbreak, including the spread of variants, the scope of travel restrictions imposed, mandatory or voluntary business closures, the impact on businesses and financial and capital markets, and the extent and effectiveness of actions taken throughout the world to contain the virus or treat its impact, including the effectiveness and availability of vaccines.
The extent to which an outbreak, epidemic or pandemic will impact our operations, our business and the economy is highly uncertain and will also depend on future developments that cannot be predicted, including new information which may emerge concerning the severity of the disease, the duration and spread of the outbreak, including the spread of variants, the scope of travel restrictions imposed, mandatory or voluntary business closures, the impact on businesses and financial and capital markets, and the extent and effectiveness of actions taken throughout the world to contain the virus or treat its impact, including the effectiveness and 17 Table of Content s availability of vaccines.
Political tensions as a result of trade policies could reduce trade volume, investment, technological exchange, and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and the stability of global financial markets.
Political tensions as a result of trade policies or other geopolitical dynamics could reduce trade volume, investment, technological exchange, and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and the stability of global financial markets.
We may not be 25 Table of Contents able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations. We are subject to counterparty risk with respect to the Capped Call Options.
We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations. We are subject to counterparty risk with respect to the Capped Call Options.
Under the federal Comprehensive Environmental Response, Compensation and Liability Act, and analogous state statutes, our liability for claims for contamination at our current or former properties, and at third-party sites at which we disposed of waste, may be joint and several, so that we may be held responsible for more than our share of any contamination, or even for the entire share.
Under the federal Comprehensive Environmental Response, Compensation and Liability Act, and analogous state statutes, our liability for claims for contamination at our current or former properties, and at third-party sites at which we disposed of waste, may be 21 Table of Content s joint and several, so that we may be held responsible for more than our share of any contamination, or even for the entire share.
The progress, the amounts and timing of expenditures and the success of these projects will depend in part on the following: (a) the ability of the Stage II facilities to separate REO as designed and engineered; (b) our ability to timely produce metal for magnets; (c) our ability to timely procure new equipment and materials, certain of which may involve long lead-times, or to repair existing equipment; (d) the ability of service providers or vendors to meet contractually-negotiated delivery or completion deadlines or meet performance specifications or guarantees; (e) maintaining, and procuring, as required, applicable federal, state and local permits; (f) the incorporation of project change orders, due to engineering, process, health and safety, or other considerations; (g) negotiating contracts for equipment, earthwork, construction, equipment installation, labor and completing infrastructure and construction work following commissioning; (h) impact of planned and unplanned shut-downs and delays in our production; (i) impact of stoppages or delays on construction projects; (j) disputes with contractors or other third parties; (k) negotiating sales and offtake contracts for our planned production; (l) the execution of any joint venture agreements or similar arrangements with strategic partners; and (m) other factors, many of which are beyond our control.
The progress, the amounts and timing of expenditures and the success of these projects will depend in part on the following: (a) the Company and the DoW performing their respective obligations under the DoW Agreements; (b) the ability of the midstream operating facilities to separate REO as designed and engineered; (c) our ability to timely produce metal for magnets; (d) our ability to timely procure new equipment and materials, certain of which may involve long lead-times, or to repair existing equipment; (e) the ability of service providers or vendors to meet contractually-negotiated delivery or completion deadlines or meet performance specifications or guarantees; (f) maintaining, and procuring, as required, applicable federal, state and local permits; (g) the incorporation of project change orders, due to engineering, process, health and safety, or other considerations; (h) negotiating contracts for equipment, earthwork, construction, equipment installation, labor and completing infrastructure and construction work following commissioning; (i) impact of planned and unplanned shut-downs and delays in our production; (j) impact of stoppages or delays on construction projects; (k) disputes with contractors or other third parties; (l) negotiating sales and offtake contracts for our planned production; (m) the execution of any joint venture agreements or similar arrangements with strategic partners; and (n) other factors, many of which are beyond our control.
Defending ourselves against third-party claims would be costly and time consuming and would divert management’s attention from our business, which could lead to delays in our Stage III downstream expansion. If third parties are successful in their claims, we might have to pay substantial damages or take other actions that are adverse to our business.
Defending ourselves against third-party claims would be costly and time consuming and would divert employees’ attention from our business, which could lead to delays in our downstream expansion. If third parties are successful in their claims, we might have to pay substantial damages or take other actions that are adverse to our business.
If we are unable to resolve claims that may be brought against us by third parties related to their intellectual property rights on terms acceptable to us, we may be precluded from offering some of our products or using some of our processes. We may not be able to adequately protect our intellectual property rights.
If we are unable to resolve claims that may be brought against us by third parties related to their intellectual property rights on terms acceptable to us, we may be precluded from offering some of our products or using some of our processes. 15 Table of Content s We may not be able to adequately protect our intellectual property rights.
See “Cautionary Note Regarding Forward-Looking Statements” above. 9 Table of Contents Risk Factor Summary Our business is subject to a number of risks and uncertainties, including those highlighted immediately following this summary.
See “Cautionary Note Regarding Forward-Looking Statements” above. Risk Factor Summary Our business is subject to a number of risks and uncertainties, including those highlighted immediately following this summary.
Further, supply chains reliant on sea vessels, train, and/or truck may subject us to transportation delays in obtaining these chemical reagents. We also may not be able to store such chemical reagents or other raw materials without incurring substantial costs.
Further, supply chains reliant on sea vessels, trains, and/or trucks may subject us to transportation delays in obtaining these chemical reagents. We also may not be able to store such chemical reagents or other raw materials without incurring substantial costs.
In the past, there have been backlogs of container ships off the coast of Southern California that delayed shipments in and out of the ports of Los Angeles and Long Beach, the ports that we use to ship our rare earth concentrate product.
In the past, there have been backlogs of container ships off the coast of Southern California that delayed shipments in and out of the ports of Los Angeles and Long Beach, the primary ports that we use to ship our rare earth products.
These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. In the future, we may also issue our securities in connection with investments or acquisitions.
These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. 23 Table of Content s In the future, we may also issue our securities in connection with investments or acquisitions.
Our continued growth depends on our ability to reach anticipated production rates for the separation of REE as part of the Stage II project at Mountain Pass, our only rare earth mining and processing facility. Our only rare earth mining and processing facility at this time is Mountain Pass.
Our continued growth depends on our ability to reach anticipated production rates for the separation of REE as part of midstream operations at Mountain Pass, our only rare earth mining and processing facility. Our only rare earth mining and processing facility at this time is Mountain Pass.
There is a risk that we may infringe, or may be accused of infringing, the proprietary rights of third parties under patents and pending patent applications belonging to third parties that may exist in the U.S. and elsewhere in the world that relate to our 14 Table of Contents rare earth products and processes, including our planned future production of magnets at Independence.
There is a risk that we may infringe, or may be accused of infringing, the proprietary rights of third parties under patents and pending patent applications belonging to third parties that may exist in the U.S. and elsewhere in the world that relate to our rare earth products and processes, including our production of magnets at Independence and the 10X Facility.
Similarly, changes in U.S. federal policy that affect the geopolitical landscape could give rise to circumstances outside our control that could have negative impacts on our business operations. For example, during the prior Trump administration, increased tariffs were implemented on goods imported into the U.S., particularly from China, Canada, and Mexico.
Similarly, changes in U.S. federal policy that affect the geopolitical landscape could give rise to circumstances outside our control that could have negative impacts on our business operations. For example, the current U.S. administration has increased tariffs on goods imported into the U.S., particularly from China, Canada, and Mexico.
The payment of such premiums, or the assumption of such liabilities, may have a material adverse effect on our financial position and results of operations. Our facilities or operations could be adversely affected by events outside of our control, such as natural disasters, wars or health epidemics or pandemics.
The payment of such premiums, or the assumption of such liabilities, may have a material adverse effect on our financial position and results of operations. Our facilities or operations could be adversely affected by events outside of our control, such as natural disasters or wars. We may be impacted by natural disasters, wars, or other events outside of our control.
The Capped Call Options may not operate as we intend in the event that we are required to adjust the terms of such instruments as a result of transactions in the future or in the event of other unanticipated developments that may adversely affect the functioning of the Capped Call Options. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
The Capped Call Options may not operate as we intend in the event that we are required to adjust the terms of such instruments as a result of transactions in the future or in the event of other unanticipated developments that may adversely affect the functioning of the Capped Call Options.
Labor disputes, embargoes, government restrictions, work stoppages, pandemics, derailments, damage or loss events, adverse weather conditions, other environmental events, seasonal changes in supply and demand for transportation, changes to rail or ocean freight systems, domestic or international laws or regulations, permits or other approvals, or other events and activities beyond our control could interrupt or limit available transport services, which could result in customer dissatisfaction and loss of sales and could materially adversely affect our results of operations.
Labor disputes, embargoes, government restrictions, work stoppages, pandemics, derailments, accidents, damage or loss events, adverse weather conditions, other environmental events, seasonal changes in supply and demand for transportation, changes to rail, highway, or ocean freight systems, domestic or international laws or regulations, permits or other approvals, or other events and activities beyond our control could interrupt or limit available transport services, which could result in customer dissatisfaction, delays in meeting contractual delivery requirements, and loss of sales, and could materially adversely 18 Table of Content s affect our results of operations.
Our information technology systems are subject to disruption, damage or failure from a variety of sources, including, without limitation, computer viruses, security breaches, cyber-attacks, natural disasters and defects in design.
We depend upon information technology systems in the conduct of our operations. Our information technology systems are subject to disruption, damage or failure from a variety of sources, including, without limitation, computer viruses, security breaches, cyber-attacks, natural disasters and defects in design.
We may incur expenses or delays relating to such events outside of our control, which could have a material adverse impact on our business, operating results and financial condition. We are dependent upon information technology systems, which are subject to cyber threats, disruption, damage and failure. We depend upon information technology systems in the conduct of our operations.
We may incur expenses or delays relating to such events outside of our control, which could have a material adverse impact on our business, operating results and financial condition. 20 Table of Content s We are dependent upon information technology systems, which are subject to cyber threats, disruption, damage and failure.
Any unexpected costs or delays in the manufacturing of separated REE products or rare earth magnets, or less than expected demand for the critical existing and emerging technologies that use rare earth products, could have a material adverse effect on our financial condition or results of operations.
Any unexpected costs or delays in the manufacturing of separated REE products or rare earth magnets, or less than expected demand for the critical existing and 13 Table of Content s emerging technologies that use rare earth products, could have a material adverse effect on our financial condition or results of operations. We operate in a highly competitive industry.
We may not be able to pass increased costs for these chemical reagents or other raw materials through to our customers in the form of price increases. The Mountain Pass site includes a currently idle chlor-alkali facility that may be restarted in the future to produce hydrochloric acid, sodium hydroxide, and sodium hypochlorite.
We may not be able to pass increased costs for these chemical reagents or other raw materials through to our customers in the form of price increases. The Mountain Pass site includes a currently idle chlor-alkali facility that we are committed to recommissioning as part of our partnership with the DoW to produce hydrochloric acid, sodium hydroxide, and sodium hypochlorite.
Patents also will not protect our products and processes if competitors devise ways of making products without infringing our patents. 15 Table of Contents If we are unable to perform the obligations under our long-term supply agreement with GM, this could have a material adverse effect on our financial position and results of operations.
Patents also will not protect our products and processes if competitors devise ways of making products without infringing our patents. If we are unable to perform the obligations under our customer supply agreements, this could have a material adverse effect on our financial position and results of operations.
Any disruption to our current process, including our water treatment plant used to make highly-pure water, decreases in available water supply, or inability to recycle sufficient volumes of distillate may have a material adverse effect on our operations and our financial condition or results of operations. We face regulatory and business risks associated with our investment in VREX Holdco.
Any disruption to our current process, including our water treatment plant used to make highly-pure water, decreases in available water supply, or inability to recycle sufficient volumes of distillate may have a material adverse effect on our operations and our financial condition or results of operations.
Any such outages or brownouts could have a negative impact on our production. If the CHP plant is unable to provide sufficient energy for the operation of Mountain Pass or if additional growth projects require energy needs in excess of CHP capacity, we may be required to obtain electricity from a single utility company in Southern California.
If the CHP plant is unable to provide sufficient energy for the operation of Mountain Pass or if additional growth projects require energy needs in excess of CHP capacity, we may be required to obtain electricity from a single utility company in Southern California.
While we are relying on a number of experienced engineers and other third parties in the design, engineering and construction of the Independence Facility, we are making a number of judgments and assumptions on process design, equipment selection and design, and plant operations, that may or may not prove to be correct.
Despite benefiting from a number of experienced engineers and other third parties in the design, engineering and construction of the Independence Facility and the 10X Facility, we will be required to make a number of judgments and assumptions on process design, equipment selection and design, and plant operations, that may or may not prove to be correct.
Industry consolidation may result in competitors with more compelling product offerings or greater pricing flexibility than we have, or business practices that make it more difficult for us to compete effectively, including on the basis of price, sales, technology or supply. For example, in December 2021, China merged three state entities to establish the China Rare Earth Group Co.
Industry consolidation may result in competitors with more compelling product offerings or greater pricing flexibility than we have, or business practices that make it more difficult for us to compete effectively, including on the basis of price, sales, technology or supply.
Federal, state, and local laws and regulations establish reclamation and closure standards applicable to our surface mining and other operations as well. Estimates of our total reclamation and mine closing liabilities are based upon our reclamation plan, third-party expert reports, current applicable laws and regulations, certain permit terms, our engineering expertise related to these requirements and review by regulatory agencies.
Estimates of our total reclamation and mine closing liabilities are based upon our reclamation plan, third-party expert reports, current applicable laws and regulations, certain permit terms, our engineering expertise related to these requirements and review by regulatory agencies.
There can be no assurance that such equipment and materials will be procured on time or not be delayed due to circumstances beyond our control. Further, we need to hire a sufficient number of engineers, operators and other professionals to successfully design and operate the Independence Facility.
There can be no assurance that such resources, equipment and materials will be procured on time or not be delayed due to both the finite time and resources of our management and employees to assess and respond to these increased demands, and to circumstances beyond our control. 16 Table of Content s Further, we need to hire a sufficient number of engineers, operators and other professionals to successfully design and operate the Independence Facility and the 10X Facility.
Our ability to generate revenue will be diminished if we are unable to compete with substitutions for our rare earth materials. Technology changes rapidly in the industries and end-markets that utilize our materials.
These competitive pressures could have a material adverse effect on our business. Our ability to generate revenue will be diminished if we are unable to compete with substitutions for our rare earth materials. Technology changes rapidly in the industries and end-markets that utilize our materials.
However, strong REE prices also create economic pressure to identify or create alternate technologies that ultimately could depress long-term demand for rare earth minerals and products, and at the same time may incentivize development of competing mining properties . The success of our business will depend, in part, on the growth of existing and emerging uses for rare earth products.
However, strong REE prices also create economic pressure to identify or create 11 Table of Content s alternate technologies that ultimately could depress long-term demand for rare earth minerals and products, and at the same time may incentivize development of competing mining properties .
A takeover of us may trigger the requirement that we repurchase the Convertible Notes and/or increase the conversion rate, which could make it more costly for a potential acquirer to engage in such takeover. Such additional costs may have the effect of delaying or preventing a takeover of us that would otherwise be beneficial to investors.
A takeover of 25 Table of Content s us may trigger the requirement that we repurchase the Convertible Notes and/or increase the conversion rate, which could make it more costly for a potential acquirer to engage in such takeover.
REE and magnet material prices may fluctuate and are affected by numerous factors beyond our control such as interest rates, exchange rates, taxes, inflation or deflation, fluctuation in the relative value of the U.S. dollar against foreign currencies on the world market, shipping and other transportation and logistics costs, global and regional supply and demand for rare earth minerals and products, potential industry trends, such as competitor consolidation or other integration methodologies, and the political and economic conditions of countries that produce and procure REE and magnet materials.
However, while this DoW commitment provides a meaningful measure of certainty with respect to our medium- and longer-term NdPr-related cash flows, our business and financial results remain susceptible to the fluctuations in the demand for, and the realized prices of, REE and magnet materials, which may fluctuate and are affected by numerous factors beyond our control such as interest rates, exchange rates, taxes, inflation or deflation, changes in tariffs or trade restrictions, fluctuation in the relative value of the U.S. dollar against foreign currencies on the world market, shipping and other transportation and logistics costs, global and regional supply and demand for rare earth minerals and products, potential industry trends, such as competitor consolidation or other integration methodologies, and the political and economic conditions of countries that produce and procure REE and magnet materials.
While we believe that the CHP plant will provide sufficient electricity and steam to operate our facilities at Mountain Pass, there can be no assurance that there will not be intermittent interruptions in the ability to produce electricity and steam. Instability in electrical supply could cause sporadic outages or brownouts.
While we believe that the CHP plant will provide sufficient electricity and steam to operate our existing facilities at Mountain Pass, there can be no assurance that there will not be intermittent interruptions in the ability to produce electricity and steam, including due to equipment failure, maintenance issues or interruptions in the supply of natural gas.
Our ability to reach anticipated production rates as part of our Stage II project at Mountain Pass, the completion of Independence, as well as the execution of other capital projects such as the HREE Facility, all require the commitment of substantial resources and capital expenditures.
Our ability to reach anticipated production rates as part of our midstream operations at Mountain Pass, the completion and expansion of Independence, the construction of the 10X Facility, as well as the execution of other capital projects such as the HREE Facility, chlor-alkali facility, and development of recycling capabilities at Mountain Pass, all require the commitment of 14 Table of Content s substantial resources and capital expenditures.
Consequently, the Capped Call Options are expected to reduce the potential dilution upon conversion of the 2030 Notes and/or offset any cash payments we are required to make in excess of the principal amount of the 2030 Notes upon their conversion.
Consequently, the Capped Call Options are intended, subject to the Company’s discretion and depending on whether it elects to exercise its rights under such options, to reduce the potential dilution upon conversion of the 2030 Notes and/or offset any cash payments we are required to make in excess of the principal amount of the converted 2030 Notes upon their conversion.
These competitors may have greater financial resources, as well as other strategic advantages to operate, maintain, improve, and possibly expand their facilities. Additionally, our Chinese competitors have historically been able to produce at relatively low costs due to domestic economic and regulatory factors, including less stringent environmental and governmental regulations and lower labor and benefit costs.
Additionally, our Chinese competitors have historically been able to produce at relatively low costs due to domestic economic and regulatory factors, including less stringent environmental and governmental regulations and lower labor and benefit costs.
We operate globally and sell our products in countries throughout the world with a primary focus on the Asian market. Significant political, trade, or regulatory developments in the jurisdictions in which we sell our products, such as those stemming from the change in U.S. federal administration, are difficult to predict and may have a material adverse effect on us.
We operate globally and sell our products in countries throughout the world. Significant political, trade, or regulatory developments in the jurisdictions in which we sell our products, including changes in tariff policies by the U.S. administration, export controls, or other trade restrictions, are difficult to predict and may have a material adverse effect on us.
There can be no assurance that we successfully produce magnet materials at the volumes and quality necessary to meet the requirements under our long-term supply agreement with GM.
These challenges may be exacerbated by the need to develop multiple facilities at the same time. There can be no assurance that we successfully produce magnet materials at the volumes and quality necessary to meet the requirements under our long-term supply agreements with the DoW, Apple, GM, and other customers.
Such events and conditions, including flooding 17 Table of Contents and other natural disasters, could also impact the facilities of our customers which could have a material adverse effect on our ability to deliver our product to our customers.
Such events and conditions, including flooding and other natural disasters, could also impact the facilities of our customers which could have a material adverse effect on our ability to deliver our product to our customers. We need to process REE to exacting specifications in order to provide our current and future customers with a consistently high-quality product.
In the event that we are not able to mitigate these risks and fail to comply with the terms of the agreement with GM, this could have a material adverse effect on our financial position and results of operations.
In the event we are not able to mitigate these risks or fail to comply with the terms of the DoW Transaction Agreements, particularly the DoW Offtake Agreement, and in particular, our supply agreements with Apple and GM, we may experience material adverse effects on our financial position and results of operations.
Uncertainty in our estimates related to our REO reserves could result in lower-than-expected revenues and higher-than-expected costs or a shortened estimated life-of-mine for Mountain Pass.
Uncertainty in our estimates related to our REO reserves, including incorrect assumptions or imprecise geological data or interpretation of such data, could result in actual reserves being less than estimated, which could lead to lower-than-expected revenues and a shortened estimated life-of-mine for Mountain Pass. Higher-than-expected costs could also negatively impact the value of our reserves.
These requirements may result in significant costs, liabilities and obligations, impose conditions that are difficult to achieve or otherwise delay, limit or prohibit current or planned operations and future growth. 20 Table of Contents Consequently, the modernization and expansion of Mountain Pass and the development of the Independence Facility may be delayed, limited or prevented and current operations may be curtailed.
These requirements may result in significant costs, liabilities and obligations, impose conditions that are difficult to achieve or otherwise delay, limit or prohibit current or planned operations and future growth.
Design, engineering or construction delays may impair our ability to perform under our long-term supply agreement with GM. In addition, we need to procure the necessary equipment and materials to produce magnets and their precursor products, some of which may be difficult to obtain.
In addition, we need to procure the necessary equipment and materials to produce magnets and their precursor products, some of which may be difficult to obtain.
Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our debt.
Such additional costs may have the effect of delaying or preventing a takeover of us that would otherwise be beneficial to investors. Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our debt.
We need to process REE to exacting specifications in order to provide our current and future customers with a consistently high-quality product. An inability to process REO that meet individual customer specifications may have a material adverse effect on our financial condition or results of operations.
An inability to process REO that meet individual customer specifications may have a material adverse effect on our financial condition or results of operations. In our midstream operations, we must be able to process REE to meet exacting and ever-stricter customer needs and specifications. We have limited experience running and are still scaling our midstream operations.
Our strategy is to produce REE and magnet products that are used in critical existing and emerging technologies, such as hybrid and electric vehicles, wind turbines, robotics, medical equipment, military equipment and other high-growth, advanced 11 Table of Contents motion technologies.
Our strategy is to produce REE and magnet products that are used in critical existing and emerging technologies, such as xEVs, advanced electronics, aerospace and defense systems, energy products, robotics, and many other high-growth, advanced technologies.
There can be no assurance that we will be able to purchase the necessary chemical reagents or other raw materials from third parties on terms that are acceptable to us. The failure to obtain chemical reagents or other raw materials as needed will have an adverse effect on our financial condition and results of operations.
There can be no assurance that we will be able to purchase the necessary chemical reagents or other raw materials from third parties on terms that are acceptable to us. In addition, there are risks associated with the recommissioning and construction of our chlor-alkali facility, including safety and operational risks.
If we fail to adequately enforce or defend our intellectual property rights, our business may be harmed. • We may not be able to obtain additional patents and the legal protection afforded by any additional patents may not adequately protect our rights or permit us to gain or keep any competitive advantage. • If we are unable to perform the obligations under our long-term supply agreement with GM, this could have a material adverse effect on our financial position and results of operations. • We may not be able to convert current commercial discussions with customers for the sale of REO products into contracts, which may have a material adverse effect on our financial position and results of operations. • We may not successfully establish or maintain collaborative, joint venture and licensing arrangements, which could adversely affect our ability to vertically integrate into further downstream processing of our REO. • Outbreaks, epidemics or pandemics could have an adverse effect on our business. • We are subject to a number of operational risks of our business, including power outages or shortages at Mountain Pass; increasing costs or limited access to raw materials; disruptions in transportation or other services; inability to process REO that meet individual customer specifications; access to water; uncertainty in our estimates of REO reserves; labor matters/labor relations; information technology and cybersecurity breaches; and/or sustainability matters. 10 Table of Contents • We are subject to regulatory and business risks associated with our investment in VREX Holdco Pte.
If we fail to adequately enforce or defend our intellectual property rights, our business may be harmed. • We may not be able to obtain additional patents and the legal protection afforded by any additional patents may not adequately protect our rights or permit us to gain or keep any competitive advantage. • If we are unable to perform the obligations under our customer supply agreements, this could have a material adverse effect on our financial position and results of operations. • We may not be able to convert current commercial discussions with customers for the sale of our products into contracts, which may have a material adverse effect on our financial position and results of operations. • The financial, tax and accounting treatment of the DoW Transactions contemplated by the DoW Transaction Agreements involved significant judgment and may change. • Outbreaks, epidemics or pandemics could have an adverse effect on our business. • We are subject to a number of operational risks of our business, including power outages or shortages at Mountain Pass or Independence; increasing costs or limited access to raw materials; disruptions in transportation or other 10 Table of Content s services; inability to process REO that meet individual customer specifications; diminished access to water; uncertainty in our estimates of REO reserves; labor matters/labor relations; information technology and cybersecurity breaches; and/or environmental matters. • The conditional conversion features of our Convertible Notes (as defined in Note 10 , “Debt Obligations ” in the notes to the Consolidated Financial Statements), if triggered, may adversely affect our financial condition and operating results. • Conversion of our Convertible Notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our common stock. • Certain provisions in the indentures governing the Convertible Notes may delay or prevent an otherwise beneficial takeover attempt of us. • Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our debt. • Our Credit Agreement (as defined in Note 10 , “Debt Obligations ” in the notes to the Consolidated Financial Statements) contains certain restrictive covenants, and if we are unable to comply with these covenants, then the lenders could declare an event of default wherein we may need to immediately repay the amounts due under the Credit Agreement.
We may be impacted by natural disasters, wars, health epidemics or pandemics or other events outside of our control. For example, Mountain Pass is located in San Bernardino County, California, near active faults, which could lead to nearby earthquakes.
For example, Mountain Pass is located in San Bernardino County, California, near active faults, which could lead to nearby earthquakes.
As a result of these factors, we may not be able to compete effectively against current and future competitors. We operate in a highly competitive industry. The rare earth mining and processing and magnet manufacturing industry is capital intensive with competitive market dynamics. Production of REE and magnet products is dominated by our Chinese competitors.
The rare earth mining and processing and magnet manufacturing industry is capital intensive with competitive market dynamics. Production of REE and magnet products is dominated by our Chinese competitors. These competitors may have greater financial resources, as well as other strategic advantages to operate, maintain, improve, and possibly expand their facilities.
It is possible that surety bond issuers may refuse to provide or renew bonds or may demand additional collateral upon the issuance or renewal of the bonds. Our inability to acquire or failure to maintain or renew such bonds or other financial assurances could have a material adverse effect on our business, financial condition and results of operations.
It is possible that surety bond issuers may refuse to provide or renew bonds or may demand additional collateral upon the issuance or renewal of the bonds.
There are numerous uncertainties inherent in estimating quantities and qualities of REO reserves and costs to mine recoverable reserves, including many factors beyond our control.
Ore reserve estimates, however, are necessarily imprecise and depend to some extent on professional interpretation, including statistical inferences drawn from available drilling data, which may prove unreliable. There are numerous uncertainties inherent in estimating quantities and qualities of REO reserves and costs to mine recoverable reserves, including many factors beyond our control.
We depend on key personnel for the success of our business. We depend on the services of our senior management team and other key personnel. The loss of the services of any member of senior management or a key employee could have an adverse effect on our business.
We depend on our senior management team and other key personnel, and the loss of such personnel or an inability to attract and retain skilled employees could adversely affect our business.
Therefore, any decline or delay in Shenghe’s sales efforts could reduce sales prices or sales volumes, which could have an adverse impact on our results of operations. Significant political, trade, regulatory developments, and other circumstances beyond our control, could have a material adverse effect on our financial condition or results of operations.
If the demand for our rare earth materials or NdFeB magnets decreases, it will have a material adverse effect on our business and the results of our operations. Significant political, trade and regulatory developments, and other circumstances beyond our control, could have a material adverse effect on our financial condition or results of operations.
Period-to-period conversion of probable REO reserves to proven reserves may result in increases or decreases to the total reported amount of ore reserves. Conversion rates are affected by a number of factors, including geological variability, applicable mining methods and changes in safe mining practices, economic considerations and new regulatory requirements.
Period-to-period conversion of probable REO reserves to proven reserves may result in increases or decreases to the total reported amount of ore reserves.
The publication of our sustainability report may result in increased investor, media, employee, and other stakeholder attention to our sustainability initiatives, and such stakeholders may not be satisfied with our sustainability practices or initiatives. Organizations that inform investors on such matters have developed rating systems for evaluating companies on their approach to sustainability.
In addition, organizations that inform investors on such matters have developed rating systems for evaluating companies on their approach to sustainability, and unfavorable ratings may lead to negative investor sentiment.
We entered into a binding long-term supply agreement with GM. Our ability to fulfill the obligations under our long-term agreement with GM to supply them with magnet materials is subject to a number of risks and contingencies. We are building the first scaled rare earth magnet manufacturing facility in the U.S. in several decades.
We have entered into customer agreements with the DoW, Apple, GM, and other strategic customers. Our ability to fulfill our obligations under these long-term agreements to supply magnets and magnet materials to the DoW, Apple and GM, as examples, as well as any other future customers, is subject to a number of risks and contingencies.
If we are unable to hire, train and retain the necessary number of skilled technicians, engineers and other personnel there could be an adverse impact on our labor costs and our ability to reach anticipated production levels in a timely manner, which could have a material adverse effect on our results of operations.
If we are unable to hire, train and retain qualified personnel, or if we are unable to replace senior management or other key employees on acceptable terms or in a timely manner, our labor costs could increase and our ability to reach anticipated production levels or execute our long-term strategy could be adversely affected.
Our profitability could be adversely affected if we fail to maintain satisfactory labor relations; work stoppages or similar difficulties could significantly disrupt our operations, reduce our revenues and materially adversely affect our results of operations. Production at Mountain Pass and Independence is dependent upon the efforts of our employees.
Conversion rates are affected by a number of factors, including geological variability, applicable mining methods and changes in safe mining practices, economic considerations and new regulatory requirements. 19 Table of Content s Our profitability could be adversely affected if we fail to maintain satisfactory labor relations; work stoppages or similar difficulties could significantly disrupt our operations, reduce our revenues and materially adversely affect our results of operations.
A shortage of skilled technicians and engineers may further increase operating costs, which may materially adversely affect our results of operations. Efficient production of rare earth products, magnets and magnetic precursor products using modern techniques and equipment requires skilled technicians and engineers.
The loss of the services of any member of senior management could disrupt our operations, delay the execution of strategic initiatives and adversely affect our business. In addition, efficient production of rare earth products, magnets and magnetic precursor products using modern techniques and equipment requires skilled technicians, engineers, operators and other specialized personnel.
We may not be able to locate, attract or employ on acceptable terms qualified replacements for senior management or other key employees if their services are no longer available. 19 Table of Contents Because of the dangers involved in the mining of minerals and the manufacture of mineral products, there is a risk that we may incur liability or damages as we conduct our business.
Any of these factors could have a material adverse effect on our business, results of operations and financial condition. Because of the dangers involved in the mining of minerals and the manufacture of mineral products, there is a risk that we may incur liability or damages as we conduct our business.
We base our REO reserve estimates on engineering, economic and geological data assembled and analyzed by outside firms, which are reviewed by our engineers and geologists. Ore reserve estimates, however, are necessarily imprecise and depend to some extent on professional interpretation, including statistical inferences drawn from available drilling data, which may prove unreliable.
Uncertainty in our estimates of REO reserves could result in lower-than-expected revenues and higher-than-expected costs. We base our REO reserve estimates on engineering, economic and geological data assembled and analyzed by outside firms, which are reviewed by our engineers and geologists.
We have implemented various measures to manage our risks related to information technology systems and network disruptions.
In addition, malicious actors may leverage increasingly sophisticated, artificial intelligence-driven techniques to attempt to gain unauthorized access to our networks, compromise personal or confidential information, or misappropriate intellectual property. We have implemented various measures to manage our risks related to information technology systems and network disruptions.
The failure to enter into such contracts may have a material adverse effect on our financial position and results of operations. We may not successfully establish or maintain collaborative, joint venture and licensing arrangements, which could adversely affect our ability to vertically integrate into further downstream processing of our REO.
The failure to enter into such contracts may have a material adverse effect on our financial position and results of operations. The financial, tax and accounting treatment of the DoW Transactions contemplated by the DoW Transaction Agreements involved significant judgment and may change.

… 127 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

2 edited+1 added−0 removed6 unchanged
Biggest changeThe information security program is regularly evaluated by the CTO with the results of those reviews reported to the CIRC, the Audit Committee of the Company’s Board of Directors, and the Board of Directors, as appropriate. 26 Table of Contents Cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected nor are they reasonably likely to affect the Company, including its business strategy, results of operations or financial condition.
Biggest changeCybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected nor are they reasonably likely to affect the Company, including its business strategy, results of operations or financial condition. 27 Table of Content s
The Company’s Cybersecurity Incident Response Committee (the “CIRC”), which is comprised of the Company’s CTO, Chief Financial Officer, General Counsel, Senior Vice President of Financial Reporting and Technical Accounting, and Vice President of Internal Audit, meets periodically and more often, as needed, in the event cybersecurity incidents are identified.
The Company’s Cybersecurity Incident Response Committee (the “CIRC”), which is comprised of the Company’s CTO, Chief Financial Officer, General Counsel, Chief Accounting Officer, and Vice President of Internal Audit, meets periodically and more often, as needed, in the event cybersecurity incidents are identified.
Added
The information security program is regularly evaluated by the CTO with the results of those reviews reported to the CIRC, the Audit Committee of the Company’s Board of Directors, and the Board of Directors, as appropriate.

Item 2. Properties

Properties — owned and leased real estate

41 edited+6 added−5 removed42 unchanged
Biggest changeWhile other REE, often referred to as HREE, are present in the deposit, they are not accounted for in this estimate due to historic data limitations. 32 Table of Contents The following table is provided to show the change in mineral resources from December 31, 2023, to December 31, 2024: Description Estimate Date Cut-off TREO (%) Million Short Tons (dry) TREO La 2 O 3 CeO 2 Pr 6 O 11 Nd 2 O 3 Sm 2 O 3 (%) (%) (%) (%) (%) (%) Indicated Mineral Resources December 31, 2024 2.35 4.35 3.71 1.21 1.85 0.16 0.45 0.03 Indicated Mineral Resources December 31, 2023 2.18 1.45 2.75 0.89 1.37 0.12 0.33 0.02 Difference 2.90 0.96 0.32 0.48 0.04 0.12 0.01 % Difference (1) 200.1 % 34.9 % 36.0 % 35.0 % 33.3 % 36.4 % 50.0 % Inferred Mineral Resources December 31, 2024 2.35 13.35 4.79 1.56 2.39 0.21 0.58 0.04 Inferred Mineral Resources December 31, 2023 2.18 9.09 5.05 1.65 2.52 0.21 0.61 0.04 Difference 4.26 (0.26) (0.09) (0.13) 0.00 (0.03) 0.00 % Difference (1) 46.9 % (5.1)% (5.5)% (5.2)% —% (4.9)% —% (1) Percentages may not recompute as presented due to rounding.
Biggest changeThe following table is provided to show the change in mineral resources from December 31, 2024, to December 31, 2025: Description Estimate Date Cut-off TREO (%) Million Short Tons (dry) TREO La 2 O 3 CeO 2 Pr 6 O 11 Nd 2 O 3 Sm 2 O 3 (%) (%) (%) (%) (%) (%) Indicated Mineral Resources December 31, 2025 2.15 5.29 3.50 1.14 1.75 0.15 0.42 0.03 Indicated Mineral Resources December 31, 2024 2.35 4.35 3.71 1.21 1.85 0.16 0.45 0.03 Difference 0.94 (0.21) (0.07) (0.10) (0.01) (0.03) 0.00 % Difference (1) 22 % (6) % (6) % (6) % (6) % (6) % 5 % Inferred Mineral Resources December 31, 2025 2.15 14.16 4.65 1.52 2.32 0.20 0.56 0.04 Inferred Mineral Resources December 31, 2024 2.35 13.35 4.79 1.56 2.39 0.21 0.58 0.04 Difference 0.81 (0.14) (0.04) (0.07) (0.01) (0.02) 0.00 % Difference (1) 6 % (3) % (3) % (3) % (5) % (3) % 5 % (1) Percentages may not recompute as presented due to rounding.
The average REO distribution in the concentrate is PrNd (15.7%), SEG+ (1.8%), Lanthanum (32.3%) and Cerium (50.2%).
The average REO distribution in the concentrate is PrNd (15.7%), SEG+ (1.8%), Lanthanum (32.3%) and Cerium (50.2%).
Estimates of economically recoverable REO 34 Table of Contents reserves, however, necessarily depend upon a number of variable factors and assumptions, all of which may vary considerably from actual results, such as: • geological, mining and processing conditions and/or effects from prior mining that may not be fully identified by available data or that may differ from experience; • the strategic approach to mining and processing the deposit may change depending upon market demand, corporate strategy and other prevailing economic conditions; • assumptions concerning future prices of rare earth products, foreign exchange rates, process recovery rates, transportation costs, operating costs, capital costs, and reclamation costs; and • assumptions concerning future effects of regulation, including the issuance of required permits and taxes by governmental agencies and foreign government policy relating to import or export of rare earth products.
Estimates of economically recoverable REO reserves, however, necessarily depend upon a number of variable factors and assumptions, all of which may vary considerably from actual results, such as: • geological, mining and processing conditions and/or effects from prior mining that may not be fully identified by available data or that may differ from experience; 34 Table of Content s • the strategic approach to mining and processing the deposit may change depending upon market demand, corporate strategy and other prevailing economic conditions; • assumptions concerning future prices of rare earth products, foreign exchange rates, process recovery rates, transportation costs, operating costs, capital costs, and reclamation costs; and • assumptions concerning future effects of regulation, including the issuance of required permits and taxes by governmental agencies and foreign government policy relating to import or export of rare earth products.
QA/QC generated by previous laboratories has undergone check assays at independent third-party laboratories, and generally demonstrate no consistent bias. The quality analytical database is also supported by a limited amount of blind quality control samples inserted during a re-assay program, including site-specific standards of known TREO content, a variety of duplicate samples, and blank samples.
QA/QC generated by previous laboratories has undergone check assays at independent third-party laboratories, and generally demonstrates no consistent bias. The quality analytical database is also supported by a limited amount of blind quality control samples inserted during a re-assay program, including site-specific standards of known TREO content, a variety of duplicate samples, and blank samples.
The bastnaesite ore body at Mountain Pass has been mined as a principal source of REE for a period of over 60 years. The Mountain Pass REE deposit is located within an uplifted block of Precambrian metamorphic and igneous rocks that are bounded to the south and east by basin-fill deposits in California’s Ivanpah Valley.
The bastnaesite ore body at Mountain Pass has been mined as a principal source of REE for a period of over 70 years. The Mountain Pass REE deposit is located within an uplifted block of Precambrian metamorphic and igneous rocks that are bounded to the south and east by basin-fill deposits in California’s Ivanpah Valley.
SRK notes that the pit selected for mineral resources has been influenced by setbacks relative to critical infrastructure such as the tailing storage and the mill and flotation facilities. A description of the methodology used to calculate mineral resources is provided in Exhibit 96.1 to this Annual Report.
SRK notes that the pit selected for mineral resources has been influenced by setbacks relative to critical infrastructure such as the tailings storage and the mill and flotation facilities. A description of the methodology used to calculate mineral resources is provided in Exhibit 96.1 to this Annual Report.
This geological model is informed principally by diamond core drilling and multiple phases of geological mapping. Sectional interpretation based on the combination of these data were used to influence implicit modeling of the geological data with manual controls where appropriate.
This geological model is informed principally by diamond core drilling and multiple phases of geological mapping. Sectional interpretation based on the combination of these data was used to influence implicit modeling of the geological data with manual controls where appropriate.
Factors and Assumptions Affecting Mineral Resource and Mineral Reserve Estimates There are numerous uncertainties inherent in estimating quantities and qualities of REO reserves and costs to mine recoverable reserves, including many factors beyond our control. We will regularly evaluate our REO reserve estimates. This may be done in conjunction with additional exploration drilling programs.
Factors and Assumptions Affecting Mineral Resource and Mineral Reserve Estimates There are numerous uncertainties inherent in estimating quantities and q ualities of REO reserves and costs to mine recoverable reserves, including many factors beyond our control. We will regularly evaluate our REO reserve estimates. This may be done in conjunction with additional exploration drilling programs.
The lands surrounding Mountain Pass are mostly public lands managed by the Bureau of Land Management and the National Park Service. In addition, MP Materials holds 525 unpatented lode and mineral mining claims and mill sites under the provisions of The Mining Law of 1872.
The lands surrounding Mountain Pass are mostly public lands managed by the Bureau of Land Management and the National Park Service. In addition, MP Materials holds 1,020 unpatented lode and mineral mining claims and mill sites under the provisions of The Mining Law of 1872.
The Company further expects to install an ore sorting (pre-concentration) facility during 2025 to upgrade mined ore that is in the 2.5% to 5.0% TREO grade range. The Company expects that the separations and ore sorting facilities will both achieve full design capacity during 2026.
The Company further expects to install an ore sorting (pre-concentration) facility during 2026 to upgrade mined ore that is in the 2.5% to 5.0% TREO grade range. The Company expects that the separations and ore sorting facilities will both achieve full design capacity during Q1 2027.
As of December 31, 2024, approximately 1,128 acres of the 2,232 acres were in use (e.g., existing buildings, infrastructure or active disturbance).
As of December 31, 2025, approximately 1,128 acres of the 2,232 acres were in use (e.g., existing buildings, infrastructure or active disturbance).
The Mountain Pass facilities and infrastructure, the majority of which were constructed between 2012 and 2023, are in good operating condition and benefit from routine maintenance. The net carrying amount of property, plant and equipment (excluding mineral rights) used in the operation of Mountain Pass was approximately $621 million as of December 31, 2024.
The Mountain Pass facilities and infrastructure, the majority of which were constructed between 2012 and 2023, are in good operating condition and benefit from routine maintenance. The net carrying amount of property, plant and equipment (excluding mineral rights) used in the operation of Mountain Pass was approximately $655 million as of December 31, 2025.
The total orebody strike length is approximately 2,750 feet and dip extent is 3,000 feet; true thickness of the more than 2% total rare earth oxide (“TREO”) grade 28 Table of Contents zone ranges between 15 feet and 250 feet.
The total orebody strike length is approximately 2,750 feet and dip extent is 3,000 feet; true thickness of the more than 2% total rare earth oxide (“TREO”) grade zone ranges between 15 feet and 250 feet.
Almost all data supporting the mineral resource has been generated by an iteration of a site-based laboratory at the Mountain Pass mine. The Mountain Pass laboratory uses various quality assurance and quality control (“QA/QC”) measures to calibrate modern equipment and ensure analytical precision and accuracy.
Almost all data supporting the mineral resource has been generated by an iteration of a site-based laboratory at the Mountain Pass mine. The Mountain Pass 30 Table of Content s laboratory uses various quality assurance and quality control (“QA/QC”) measures to calibrate modern equipment and ensure analytical precision and accuracy.
Pursuant to the requirements of Regulation S-K Subpart 1300 (“S-K 1300”), SRK prepared a pre-feasibility level Technical Report Summary for Mountain Pass with an effective date of October 1, 2024 (the “2024 TRS”) (refer to Exhibit 96.1 to this Annual Report).
Pursuant to the requirements of Regulation S-K Subpart 1300 (“S-K 1300”), SRK prepared a pre-feasibility level Technical Report Summary for Mountain Pass with an effective date of October 1, 2025 (the “2025 TRS”) (refer to Exhibit 96.1 to this Annual Report).
The following table states the amount of the Company’s proven and probable mineral reserves as of December 31, 2024.
The following table states the amount of the Company’s proven and probable mineral reserves as of December 31, 2025.
These mining claims and mill sites provide land for mining, ancillary facilities, and expansion capacity around Mountain Pass. 27 Table of Contents Mountain Pass represents the largest commercial source of rare earth materials in the Western hemisphere. Molybdenum Corporation of America began REE mining operations at Mountain Pass in 1952.
These mining claims and mill sites provide land for mining, ancillary facilities, and expansion capacity around Mountain Pass. 28 Table of Content s Mountain Pass represents the largest commercial source of rare earth materials in the Western Hemisphere. Molybdenum Corporation of America began REE mining operations at Mountain Pass in 1952.
The reference point for the mineral reserves is material delivered to the Mountain Pass crushing facility. Based on these estimated reserves, the Company’s expected remaining mine life as of December 31, 2024, is approximately 29 years (2025 through 2053) to complete the processing of stockpiles and separations.
The reference point for the mineral reserves is material delivered to the Mountain Pass crushing facility. Based on these estimated reserves, the Company’s expected remaining mine life as of December 31, 2025, is approximately 28 years (2026 through Q1 2053) to complete the processing of stockpiles and separations.
For economic modeling of the mineral reserves, SRK assumed that production will be a combination of bastnaesite concentrate sales and sales of four individual REO products: neodymium and praseodymium (previously defined as “NdPr”) oxide; samarium, europium, and gadolinium (“SEG+”) precipitate; lanthanum carbonate; and cerium chloride.
For economic modeling of the mineral reserves, SRK assumed that four individual REO products will be produced and sold: neodymium and praseodymium (previously defined as “NdPr”) oxide; samarium, europium, and gadolinium (“SEG+”) precipitate; lanthanum carbonate; and cerium chloride.
Forecast economic parameters are based on historical cost performance for process, transportation, and administrative costs, as well as a first principles estimation of future mining costs. Forecast revenue from concentrate sales and individual separated product sales is based on a preliminary market study commissioned by the Company.
Forecast economic parameters are based on historical cost performance for process, transportation, and administrative costs, as well as a first principles estimation of future mining costs. Forecast revenue from individual separated product sales is based on a preliminary market study commissioned by the Company. Pit optimization was performed based on prices that were established by the preliminary market study.
Overall recoveries at the onsite separations plant as applied to concentrate containing on average 60% TREO are: PrNd Oxide (89.7%), SEG+ Precipitate (97.9%), La Carbonate (75.0%) and Ce Chloride (11.5%). • Pit optimization is based on the following costs: mining cost at the pit exit of $1.50 per ST mined plus $0.05 per ST mined for each 15 feet bench above or below the pit exit, sorted ore rehandling ($2.55 per ST of sorted ore mined); non-sorted ore rehandling ($2.17 per ST of non-sorted ore mined), crushing ($3.66 per ST of ore crushed); ore sorting ($1.80 per ST ore fed to ore sorters), concentrating ($50.05 per ST of ore fed to concentrator), general and administrative ($28.82 per ST of ore fed to the concentrator), separations (includes a fixed annual cost and a variable cost of $1,080.59 per ST of concentrate processed on site), finished product shipping ($146.92 per ST shipped) and sustaining capital ($33.23 per ST of ore fed to the concentrator). • Reserves contain material inside and outside permitted mining but within mineral lease. • Reserves assume 100% mining recovery. • The strip ratio for the remaining reserves is 5.8 to 1 (waste to ore ratio). • The mineral reserves were estimated by SRK.
Overall recoveries at the onsite separations plant as applied to concentrate containing on average 60% TREO are: PrNd Oxide (89.7%), SEG+ Precipitate (97.9%), La Carbonate (74.9%) and Ce Chloride (8.9%). • Pit optimization is based on the following costs: mining cost at the pit exit of $1.50 per ST mined plus $0.05 per ST mined for each 15 feet bench above or below the pit exit, ore rehandling ($2.96 per ST of ore mined); crushing ($4.68 per ST of ore crushed); ore sorting ($1.57 per ST ore fed to ore sorters), concentrating ($51.28 per ST of ore fed to concentrator), general and administrative ($24.52 per ST of ore fed to the concentrator), separations (includes a fixed annual cost and a variable cost of $1,080.59 per ST of concentrate processed on site), finished product shipping ($176.46 per ST shipped) and sustaining capital ($32.38 per ST of ore fed to the concentrator). • Reserves contain material inside and outside permitted mining but within mineral lease. • Reserves assume 100% mining recovery. • The strip ratio for the remaining reserves is 5.8 to 1 (waste to ore ratio). • The mineral reserves were estimated by SRK.
Overall recoveries at the onsite separations plant as applied to concentrate containing on average 60% TREO are: PrNd Oxide (89.7%), SEG+ Precipitate (97.9%), La Carbonate (75.0%) and Ce Chloride (11.5%). • Pit optimization is based on the following costs: mining cost at the pit exit of $1.50 per ST mined plus $0.05 per ST mined for each 15 feet bench above or below the pit exit, sorted ore rehandling ($2.55 per ST of sorted ore mined); non-sorted ore rehandling ($2.17 per ST of non-sorted ore mined), crushing ($3.66 per ST of ore crushed); ore sorting ($1.80 per ST ore fed to ore sorters), concentrating ($50.05 per ST of ore fed to concentrator), general and administrative ($28.82 per ST of ore fed to the concentrator), separations (includes a fixed annual cost and a variable cost of $1,080.59 per ST of concentrate processed on site), finished product shipping ($146.92 per ST shipped) and sustaining capital ($33.23 per ST of ore fed to the concentrator). • The mineral resource statement reported herein only includes the REE cerium, lanthanum, neodymium, praseodymium, and samarium (often referred to as LREE).
Overall recoveries at the onsite separations plant as applied to concentrate containing on average 60% TREO are: PrNd Oxide (89.7%), SEG+ Precipitate (97.9%), La Carbonate (75.0%) and Ce Chloride (11.5%). • Pit optimization is based on the following costs: mining cost at the pit exit of $1.50 per short ton (“ST”) mined plus $0.05 per ST mined for each 15 feet bench above or below the pit exit, ore rehandling ($2.96 per ST of ore mined); crushing ($4.68 per ST of ore crushed); ore sorting ($1.57 per ST ore fed to ore sorters), concentrating ($51.28 per ST of ore fed to concentrator), general and administrative ($24.52 per ST of ore fed to the 32 Table of Content s concentrator), separations (includes a fixed annual cost and a variable cost of $1,080.59 per ST of concentrate processed on site), finished product shipping ($176.46 per ST shipped) and sustaining capital ($32.38 per ST of ore fed to the concentrator). • The mineral resource statement reported herein only includes the REE cerium, lanthanum, neodymium, praseodymium, and samarium (often referred to as LREE).
There is no certainty that all or any part of the mineral resources estimated will be converted into the mineral reserves estimate. • Mineral resource tonnage and contained metal have been rounded to reflect the accuracy of the estimate, any apparent rounding errors are considered insignificant. • The mineral resource model has been depleted for historical mining based on the December 31, 2024, pit topography. • Pit optimization is based on pit slope angles of 39° to 45° including ramps and the following assumed prices: Rare Earth Mineral Concentrate $11.73 per kilogram (“kg”), PrNd Oxide $143.55/kg, SEG+ Precipitate $55.45/kg, La Carbonate $1.66/kg and Ce Chloride $2.96/kg. • Pit optimization is based on concentrator recovery that varies based on the grade of the ore fed to the concentrator.
There is no certainty that all or any part of the mineral resources estimated will be converted into the mineral reserves estimate. • Mineral resource tonnage and contained metal have been rounded to reflect the accuracy of the estimate, any apparent rounding errors are considered insignificant. • The mineral resource model has been depleted for historical mining based on the December 31, 2025, pit topography. • Pit optimization is based on pit slope angles of 42° to 45° including ramps and the following assumed prices: PrNd Oxide $154.66/kg, SEG+ Precipitate $59.00/kg, La Carbonate $1.68/kg and Ce Chloride $7.61/kg. • Pit optimization is based on concentrator recovery that varies based on the grade of the ore fed to the concentrator.
The primary reasons for the differences between the two reserves estimates are: • The reserves were depleted by mining and processing that occurred during 2024. It is noted that reserves depletion due to mining and processing during 2024 was partially offset by additional above COG material that was identified by closely spaced blasthole sampling.
The reason for the differences between the two reserves estimates is that the reserves as of December 31, 2025, were depleted by mining and processing that occurred during 2025. It is noted that reserves depletion due to mining and processing during 2025 was partially offset by additional above COG material that was identified by closely spaced blasthole sampling.
Reserves within the new ultimate pit are sequenced for approximately 25 years (Q4 2024 through 2048), with processing of stockpile material to occur for a further approximately 5 years (2049 through early 2053). The costs used for pit optimization include estimated mining, processing, sustaining capital, transportation, and administrative costs, including an allocation of corporate costs.
Reserves within the new ultimate pit are sequenced for approximately 22 years (Q4 2025 through Q3 2047), with processing of stockpile material to occur for a further approximately 6 years (Q4 2047 through Q1 2053). The costs used for pit optimization include estimated mining, processing, sustaining capital, transportation, and administrative costs, including an allocation of corporate costs.
The following table is provided to show the change in reserves from December 31, 2023, to December 31, 2024: Description Estimate Date Run-of-Mine TREO% MY% Concentrate Million Short Tons (dry) Million Short Tons (dry) Proven + Probable Reserves December 31, 2024 29.69 5.97 6.88 2.04 Proven + Probable Reserves December 31, 2023 28.46 6.20 6.54 1.86 Difference 1.23 (0.23) 0.34 0.18 % Difference (1) 4.3% (3.7)% 5.2% 9.8% (1) Percentages may not recompute as presented due to rounding.
The following table is provided to show the change in reserves from December 31, 2024, to December 31, 2025: Description Estimate Date Run-of-Mine TREO% MY% Concentrate Million Short Tons (dry) Million Short Tons (dry) Proven + Probable Reserves December 31, 2025 28.96 5.89 6.76 1.96 Proven + Probable Reserves December 31, 2024 29.69 5.97 6.88 2.04 Difference (0.73) (0.08) (0.12) (0.08) % Difference (1) (2.5)% (1.3)% (1.8)% (4.2)% (1) Percentages may not recompute as presented due to rounding.
Category Description Run-of-Mine TREO% MY% Concentrate Million Short Tons (dry) Million Short Tons (dry) Proven Current Stockpiles 0.81 4.06 4.15 0.03 In situ — — — — Proven Totals 0.81 4.06 4.15 0.03 Probable Current Stockpiles — — — — In situ 28.88 6.02 6.96 2.01 Probable Totals 28.88 6.02 6.96 2.01 Proven + Probable Current Stockpiles 0.81 4.06 4.15 0.03 In situ 28.88 6.02 6.96 2.01 Proven + Probable Totals 29.69 5.97 6.88 2.04 General Notes: • Reserves stated as contained within an economically mineable open pit design stated above a 2.50% TREO COG. • Mineral reserves tonnage and contained metal have been rounded to reflect the accuracy of the estimate, and numbers may not add due to rounding. • MY% (mass yield) calculation is based on 60% concentrate grade of the product and the ore grade dependent metallurgical recovery.
Category Description Run-of-Mine TREO% MY% Concentrate Million Short Tons (dry) Million Short Tons (dry) Proven Current Stockpiles 1.03 4.22 4.39 0.05 In situ — — — — Proven Totals 1.03 4.22 4.39 0.05 Probable Current Stockpiles — — — — In situ 27.93 5.95 6.84 1.91 Probable Totals 27.93 5.95 6.84 1.91 Proven + Probable Current Stockpiles 1.03 4.22 4.39 0.05 In situ 27.93 5.95 6.84 1.91 Proven + Probable Totals 28.96 5.89 6.76 1.96 General Notes: • Reserves stated as contained within an economically mineable open pit design stated above a 2.50% TREO COG. 33 Table of Content s • Mineral reserves tonnage and contained metal have been rounded to reflect the accuracy of the estimate, and numbers may not add due to rounding. • MY% (mass yield) calculation is based on 60% concentrate grade of the product and the ore grade dependent metallurgical recovery.
Measured mineral resources have been converted to proven reserves. • Reserves are diluted at the contact of the 2% TREO geological model triangulation (further to dilution inherent to the resource model and assume selective mining unit of 15 feet x 15 feet x 30 feet). • Mineral reserves tonnage and grade are reported as diluted. 33 Table of Contents • Pit optimization is based on pit slope angles of 39° to 45° including ramps and the following assumed prices: Rare Earth Mineral Concentrate $10.20/kg, PrNd Oxide $124.83/kg, SEG+ Precipitate $48.22/kg, La Carbonate $1.44/kg and Ce Chloride $2.57/kg. • Pit optimization is based on concentrator recovery that varies based on the grade of the ore fed to the concentrator.
Measured mineral resources have been converted to proven reserves. • Reserves are diluted at the contact of the 2% TREO geological model triangulation (further to dilution inherent to the resource model and assume selective mining unit of 15 feet x 15 feet x 30 feet). • Mineral reserves tonnage and grade are reported as diluted. • Pit optimization is based on pit slope angles of 42° to 45° including ramps and the following assumed prices: PrNd Oxide $134.49/kg, SEG+ Precipitate $51.30/kg, La Carbonate $1.46/kg and Ce Chloride $6.62/kg. • Pit optimization is based on concentrator recovery that varies based on the grade of the ore fed to the concentrator.
In the fourth quarter of 2024, the Company commissioned machinery and equipment used in the manufacturing of NdPr metal, including electrolysis cells, and placed into service certain other machinery and equipment necessary for the production of other magnetic precursor products, such as strip casters. Installation and c onstruction related to certain magnet manufacturing processes and equipment continues within the building.
The building and building improvements were substantially completed in the fourth quarter of 2023. In the fourth quarter of 2024, the Company commissioned machinery and equipment used in the manufacturing of NdPr metal, including electrolysis cells, and placed into service certain other machinery and equipment necessary for the production of other magnetic precursor products, such as strip casters.
Pit optimization was performed based on prices that were established by the preliminary market study. The results of pit optimization guided the design and scheduling of the ultimate pit. SRK generated a cash flow model which indicated positive economics for the 30-year LoM plan, which provides the basis for the reserves.
The results of pit optimization guided the design and scheduling of the ultimate pit. SRK generated a cash flow model which indicated positive economics for the 28-year LoM plan, which provides the basis for the reserves.
The reference point for mineral resources is in situ material. 31 Table of Contents Category Resource Type Cut-Off TREO (%) Mass Average Value Million Short Tons (dry) TREO (1) (%) La 2 O 3 (2) (%) CeO 2 (2) (%) Pr 6 O 11 (2) (%) Nd 2 O 3 (2) (%) Sm 2 O 3 (2) (%) Indicated Within the Reserve Pit 2.35 0.73 2.43 0.79 1.21 0.10 0.29 0.02 Within the Resource Pit 2.35 3.62 3.97 1.29 1.98 0.17 0.48 0.04 Total Indicated 2.35 4.35 3.71 1.21 1.85 0.16 0.45 0.03 Inferred Within the Reserve Pit 2.35 6.85 5.77 1.88 2.88 0.24 0.70 0.05 Within the Resource Pit 2.35 6.50 3.76 1.23 1.88 0.16 0.46 0.03 Total Inferred 2.35 13.35 4.79 1.56 2.39 0.21 0.58 0.04 (1) TREO% represents the total of individually assayed light rare earth oxides on a 99.7% basis of total contained TREO, based on the historical site analyses.
Category Resource Type Cut-Off TREO (%) Mass Average Value Million Short Tons (dry) TREO (1) (%) La 2 O 3 (2) (%) CeO 2 (2) (%) Pr 6 O 11 (2) (%) Nd 2 O 3 (2) (%) Sm 2 O 3 (2) (%) Indicated Within the Reserve Pit 2.15 1.47 2.33 0.76 1.16 0.10 0.28 0.02 Within the Resource Pit 2.15 3.82 3.96 1.29 1.97 0.17 0.48 0.04 Total Indicated 2.15 5.29 3.50 1.14 1.75 0.15 0.42 0.03 Inferred Within the Reserve Pit 2.15 6.81 5.43 1.77 2.71 0.23 0.66 0.05 Within the Resource Pit 2.15 7.35 3.93 1.28 1.96 0.17 0.48 0.04 Total Inferred 2.15 14.16 4.65 1.52 2.32 0.20 0.56 0.04 (1) TREO% represents the total of individually assayed light rare earth oxides on a 99.7% basis of total contained TREO, based on the historical site analyses.
The mineral resource and mineral reserve estimated in the 2024 TRS were subsequently depleted by SRK to present an estimate of our resources and reserves as of December 31, 2024. The depletion removed by SRK represents resources and reserves that were extracted from the Mountain Pass open pit from October 1, 2024, through December 31, 2024.
The mineral resource and mineral reserve estimated in the 2025 TRS were subsequently depleted by SRK to present an estimate of our resources and reserves as of December 31, 2025.
Mineral Reserves As of December 31, 2024, SRK estimates total proven reserves of 0.81 million STs of ore with an average grade of 4.06% TREO and 28.88 million STs of probable reserves with an average ore grade of 6.02%. The Company’s total proven and probable reserves are estimated as 29.69 million STs with an average grade of 5.97%.
Mineral Reserves As of December 31, 2025, SRK estimates total proven reserves of 1.03 million STs of ore with an average grade of 4.22% TREO and 27.93 million STs of probable reserves with an average ore grade of 5.95%. The Company’s total proven and probable reserves are estimated as 28.96 million STs with an average grade of 5.89%.
The Independence Facility supports the Magnetics segment. Corporate Office The Company has a lease for corporate office space at 1700 S. Pavilion Center Drive, Suite 800, Las Vegas, Nevada 89135. The lease has an initial term of 91 months expiring in October 2030, with an option to renew for one five-year period at the Company’s election.
The Company began commissioning the remaining commercial scale equipment for magnet manufacturing in the second half of 2025. Corporate Offices The Company has a lease for corporate office space in Las Vegas, Nevada. The lease has an initial term of 91 months expiring in October 2030, with an option to renew for one five-year period at the Company’s election.
Because a measured mineral resource has a higher level of confidence than the level of confidence of either an indicated mineral resource or an inferred mineral resource, a measured mineral resource may be converted to a proven mineral reserve or to a probable mineral reserve. 29 Table of Contents An “indicated mineral resource” is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling.
An “indicated mineral resource” is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling.
Results Mineral Resources As of December 31, 2024, SRK estimates total indicated resources of 4.35 million STs with an average grade of 3.71% TREO and 13.35 million STs of inferred resources with an average grade of 4.79% TREO. Mineral resources are reported exclusive of mineral reserves.
Results Mineral Resources As of December 31, 2025, SRK estimates total indicated resources of 5.29 million STs with an average grade of 3.50% TREO and 14.16 million STs of inferred resources with an average grade of 4.65% TREO. Mineral resources are reported exclusive of mineral reserves. The reference point for mineral resources is in situ material.
This above COG material was not included in the previous reserves estimate because the material had not been identified by the wider spaced resource drilling that informed the resource block model utilized for the 2023 TRS. • For the 2024 end-of-year reserves, it has been assumed that pre-concentration (ore sorting) will be applied to mined material having an in-situ grade that is in the 2.5% to 5.0% TREO grade range.
This above COG material was not included in the previous reserves estimate because the material had not been identified by the wider spaced resource drilling that informed the resource block model utilized for the 2024 TRS.
The optimized pit shell selected to guide final pit design was based on a combination of the revenue factor (“RF”) 0.45 pit (used on the north half of the deposit) and the RF 1.00 pit shell (used on the south half of the deposit).
The calculated COG for the reserves is 2.50% TREO, which was applied to indicated blocks contained within an ultimate pit, the design of which was guided by economic pit optimization. 31 Table of Content s The optimized pit shell selected to guide final pit design was based on a combination of the revenue factor (“RF”) 0.40 pit (used on the north half of the deposit) and the RF 1.00 pit shell (used on the south half of the deposit).
Rare Earth Resources and Reserves Introduction Mineral resources and mineral reserves were estimated by SRK Consulting (U.S.) Inc. (“SRK”) for inclusion in this Annual Report.
In January 2026, the Company entered into a lease agreement for office space in Washington, DC, which is set to commence in the first half of 2026. Rare Earth Resources and Reserves Introduction Mineral resources and mineral reserves were estimated by SRK Consulting (U.S.) Inc. (“SRK”) for inclusion in this Annual Report.
Independence Facility The Company owns approximately 18 acres of land in Fort Worth, Texas, on which it is developing Independence , a metal, alloy, and magnet manufacturing facility as part of its Stage III strategy. The building and building improvements were substantially completed in the fourth quarter of 2023.
Independence Facility The Company owns and operates Independence , a rare earth metal, alloy and magnet manufacturing facility, which is located on approximately 18 acres of land in Fort Worth, Texas. The Independence Facility supports the Magnetics segment and is part of the Company’s downstream operations strategy.
Bulk density is based on average density measurements collected from the various rock types over the years, and carbonatite density in particular is supported by extensive mining and processing experience with the materials. 30 Table of Contents An economic COG of 2.35% TREO has been developed to ensure that material reported as a mineral resource can satisfy the definition of having reasonable prospects for economic extraction as required for the SEC definition.
An economic COG of 2.15% TREO has been developed to ensure that material reported as a mineral resource can satisfy the definition of having reasonable prospects for economic extraction as required for the SEC definition.
Removed
The calculated COG for the reserves is 2.50% TREO, which was applied to indicated blocks contained within an ultimate pit, the design of which was guided by economic pit optimization.
Added
The depletion removed by SRK 29 Table of Content s represents resources and reserves that were extracted from the Mountain Pass open pit from October 1, 2025, through December 31, 2025.
Removed
The difference as compared to the previous year is due to inferred resources located within the mineral reserve pit that were mined and processed during 2024, assumed improvements in metallurgical recovery, and a change in the mineral resource COG due to updated project economics.
Added
Because a measured mineral resource has a higher level of confidence than the level of confidence of either an indicated mineral resource or an inferred mineral resource, a measured mineral resource may be converted to a proven mineral reserve or to a probable mineral reserve.
Removed
As a result of pre-concentration, the average grade will be increased for the fraction of sorted material that is advanced to the concentrator.
Added
Bulk density is based on average density measurements collected from the various rock types over the years, and carbonatite density in particular is supported by extensive mining and processing experience with the materials.
Removed
This grade uplift, which is supported by the results of test work performed during 2023 and 2024 on Mountain Pass ores, is expected to allow for improved recovery because metallurgical recovery at the concentrator is positively correlated with feed grade. • For the 2024 end-of-year reserves, it also has been assumed that overall metallurgical recovery at the concentrator will improve due to the installation of a boiler that has enabled flotation to be conducted at a constant higher temperature, as well as new reagent testing and blending of historically problematic ores.
Added
While other REE, often referred to as HREE, are present in the deposit, they are not accounted for in this estimate due to historic data limitations.
Removed
The overall improvements in metallurgical recovery are supported by a plant monitoring campaign that was conducted to evaluate concentrator performance during July and August of 2024.
Added
The difference as compared to the previous year is the result of updated costs and changes to the assumed long-term product pricing. These changes resulted in a resources cut-off grade reduction from 2.35% TREO to 2.15% TREO.
Added
The changes also caused the pit optimization to expand the revenue factor 1.0 resources pit on its northern boundary, resulting in an increase in mineral resource tonnage. With the relaxing of the resource cut-off grade and increase in tonnage, there is a corresponding minor reduction in the average grade of resources across both the Indicated and the Inferred categories.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

9 edited+2 added−2 removed5 unchanged
Biggest changeRepurchase of Securities During the three months ended December 31, 2024, neither the Company nor any of its affiliates repurchased shares of the Company’s common stock registered under Section 12 of the Exchange Act. 36 Table of Contents Stock Performance Graph The following graph compares the cumulative total stockholder return for the Company’s common stock to the cumulative total returns for the Russell 2000 Index, S&P MidCap 400 Index and peer groups (the “2023 Peer Group” and the “2024 Peer Group”).
Biggest changeStock Performance Graph The following graph compares the cumulative total stockholder return for the Company’s common stock to the cumulative total returns for the Russell 2000 Index, S&P MidCap 400 Index and peer groups (the “2024 Peer Group” and the “2025 Peer Group”).
Pursuant to the terms of the agreement to acquire the license, 152,504 shares were issued immediately and 35 Table of Contents the remaining shares have been or will be issued as follows: 43,573 shares on each of the first, second, and third anniversaries of the acquisition date and an additional 152,506 shares on the fourth anniversary of the acquisition date.
Pursuant to the terms of the agreement to acquire the license, 152,504 shares were issued immediately and the remaining shares have been or will be issued as follows: 43,573 shares on each of the first, second, and third anniversaries of the acquisition date and an additional 152,506 shares on the fourth anniversary of the acquisition date.
The Company evaluates its peer group on an annual basis to ensure the peer group closely aligns with the Company’s size and line of business. Effective December 31, 2024, the Company revised its peer group.
The Company evaluates its peer group on an annual basis to ensure the peer group closely aligns with the Company’s size and line of business. Effective December 31, 2025, the Company revised its peer group.
The 2024 Peer Group consists of the following companies: Alcoa Corporation, Alpha Metallurgical Resources, Inc., Ashland Global Holdings Inc., Axalta Coating Systems Ltd., Cabot Corporation, The Chemours Company, Commercial Metals Company, Compass Minerals International, Inc., Element Solutions Inc., Hecla Mining Company, Materion Corporation, The Mosaic Company, Inc., Olin Corporation, and Quaker Chemical Corporation.
The 2024 Peer Group consisted of the following companies: Alcoa Corporation, Alpha Metallurgical Resources, Inc., Ashland Inc., Axalta Coating Systems Ltd., Cabot Corporation, The Chemours Company, Commercial Metals Company, Compass Minerals International, Inc., Element Solutions Inc., Hecla Mining Company, Materion Corporation, The Mosaic Company, Inc., Olin Corporation, and Quaker Chemical Corporation.
The stock price performance shown in this graph is based on historical data and is neither indicative of, nor intended to forecast, future stock price performance. *$100 invested on November 18, 2020, in stock or October 31, 2020, in index, including reinvestment of dividends. Fiscal year ended December 31 st . Copyright © 2025 Russell Investment Group.
The stock price performance shown in this graph is based on historical data and is neither indicative of, nor intended to forecast, future stock price performance. *$100 invested on December 31, 2020, in stock or index, including reinvestment of dividends. Fiscal year ended December 31 st . Copyright © 2026 Russell Investment Group.
Holders of Record According to Continental Stock Transfer & Trust Company, the Company’s transfer agent, there were 123 active holders of record of the Company’s common stock as of February 17, 2025.
Holders of Record According to Continental Stock Transfer & Trust Company, the Company’s transfer agent, there were 118 active holders of record of the Company’s common stock as of February 17, 2026.
Copyright © 2025 Standard & Poor’s, a division of S&P Global.
Copyright © 2026 Standard & Poor’s, a division of S&P Global.
The total cumulative return calculations are for the period commencing November 18, 2020, for investments in stock, or October 31, 2020, for investments in index, and ending December 31, 2024, and include the reinvestment of dividends.
The total cumulative return calculations are for the period commencing December 31, 2020, and ending December 31, 2025, and include the reinvestment of dividends.
The securities were issued in reliance upon the exemption from registration available under Regulation S under the Securities Act of 1933, as amended.
The securities were issued in reliance upon the exemption from registration available under Regulation S under the Securities Act of 1933, as amended. 35 Table of Content s Repurchase of Securities During the three months ended December 31, 2025, neither the Company nor any of its affiliates repurchased shares of the Company’s common stock registered under Section 12 of the Exchange Act.
Removed
The 2023 Peer Group consisted of the following companies: Albemarle Corporation, Westlake Chemical Corporation, CF Industries Holdings, Inc., Reliance Steel & Aluminum Co., The Mosaic Company, Steel Dynamics, Inc., Axalta Coating Systems Ltd., Ashland Global Holdings Inc., Quaker Chemical Corporation, Cleveland-Cliffs Inc., Alcoa Corporation, Commercial Metals Company, Cabot Corporation and Compass Minerals International, Inc.
Added
The 2025 Peer Group consists of the following companies: Albemarle Corporation, Alcoa Corporation, ATI Inc., BWX Technologies, Inc., Celanese Corporation, Carpenter Technology Corporation, CF Industries Holdings, Inc., Dover Corporation, Eastman Chemical Company, Element Solutions Inc., Hexcel Corporation, ITT Inc., RBC Bearings Incorporated, RPM International Inc., and The Mosaic Company.
Removed
All rights reserved. 37 Table of Contents 11/18/20 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 MP Materials Corp. $ 100.00 $ 213.19 $ 300.99 $ 160.90 $ 131.54 $ 103.38 Russell 2000 Index $ 100.00 $ 128.68 $ 147.75 $ 117.55 $ 137.45 $ 153.31 S&P MidCap 400 Index $ 100.00 $ 121.73 $ 151.87 $ 132.03 $ 153.74 $ 175.15 2023 Peer Group $ 100.00 $ 112.07 $ 170.93 $ 180.34 $ 186.27 $ 161.46 2024 Peer Group $ 100.00 $ 111.57 $ 169.20 $ 165.18 $ 172.07 $ 147.47 ITEM 6. [RESERVED]
Added
All rights reserved. 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 12/31/25 MP Materials Corp. $ 100.00 $ 141.19 $ 75.47 $ 61.70 $ 48.49 $ 157.04 Russell 2000 Index $ 100.00 $ 114.82 $ 91.35 $ 106.82 $ 119.14 $ 134.40 S&P MidCap 400 Index $ 100.00 $ 124.76 $ 108.47 $ 126.29 $ 143.88 $ 154.68 2024 Peer Group $ 100.00 $ 151.51 $ 147.46 $ 154.28 $ 131.27 $ 157.10 2025 Peer Group $ 100.00 $ 141.09 $ 127.80 $ 138.61 $ 140.26 $ 169.21

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

135 edited+125 added−87 removed46 unchanged
Biggest changeIn the future, NdPr Realized Price per KG for the Materials segment is expected to include sales made to the Magnetics segment. 42 Table of Contents Results of Operations Comparison of the Years Ended December 31, 2024, 2023, and 2022 Consolidated Results For the year ended December 31, $ Change % Change (in thousands, except per share data and percentages) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 2024 vs. 2023 2023 vs. 2022 Total revenue $ 203,855 $ 253,445 $ 527,510 $ (49,590) $ (274,065) (20) % (52) % Net income (loss) $ (65,424) $ 24,307 $ 289,004 $ (89,731) $ (264,697) N/M (92) % Basic earnings (loss) per share $ (0.39) $ 0.14 $ 1.64 $ (0.53) $ (1.50) N/M (91) % Diluted earnings (loss) per share $ (0.57) $ 0.14 $ 1.52 $ (0.71) $ (1.38) N/M (91) % Net cash provided by operating activities $ 13,349 $ 62,699 $ 343,514 $ (49,350) $ (280,815) (79) % (82) % Adjusted EBITDA (1) $ (50,168) $ 102,502 $ 388,631 $ (152,670) $ (286,129) N/M (74) % Adjusted Net Income (Loss) (1) $ (74,104) $ 71,378 $ 320,557 $ (145,482) $ (249,179) N/M (78) % Adjusted Diluted EPS (1) $ (0.44) $ 0.39 $ 1.68 $ (0.83) $ (1.29) N/M (77) % Free Cash Flow (1) $ (172,973) $ (196,398) $ 22,049 $ 23,425 $ (218,447) 12 % N/M N/M = Not meaningful.
Biggest changeAmong other factors, differences between quarterly NdPr Production Volume and NdPr Sales Volume may be caused by the time required for the conversion of NdPr oxide to NdPr metal, including time in-transit, as well as differences in actual versus assumed yields of oxide to metal in the calculation of NdPr Sales Volume. 43 Table of Content s Results of Operations Comparison of the Years Ended December 31, 2025, 2024, and 2023 Consolidated Results For the year ended December 31, $ Change % Change (in thousands, except per share data and percentages) 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 2025 vs. 2024 2024 vs. 2023 Total revenue $ 224,441 $ 203,855 $ 253,445 $ 20,586 $ (49,590) 10 % (20) % Net income (loss) $ (85,874) $ (65,424) $ 24,307 $ (20,450) $ (89,731) (31) % N/M Basic earnings (loss) per common share $ (0.50) $ (0.39) $ 0.14 $ (0.11) $ (0.53) (28) % N/M Diluted earnings (loss) per common share $ (0.50) $ (0.57) $ 0.14 $ 0.07 $ (0.71) 12 % N/M Net cash provided by (used in) operating activities $ (155,755) $ 13,349 $ 62,699 $ (169,104) $ (49,350) N/M (79) % Adjusted EBITDA (1) $ 11,419 $ (50,168) $ 102,502 $ 61,587 $ (152,670) N/M N/M Adjusted Net Income (Loss) (1) $ (40,827) $ (74,104) $ 71,378 $ 33,277 $ (145,482) 45 % N/M Adjusted Diluted EPS (1) $ (0.24) $ (0.44) $ 0.39 $ 0.20 $ (0.83) 45 % N/M Free Cash Flow (1) $ (303,930) $ (172,973) $ (196,398) $ (130,957) $ 23,425 (76) % 12 % N/M = Not meaningful.
Income tax expense (benefit) Income tax expense or benefit consists of an estimate of U.S. federal and state income taxes in the jurisdictions in which we conduct business, adjusted for federal, state and local allowable income tax benefits, the effect of permanent differences and any valuation allowance against deferred tax assets.
Income tax benefit (expense) Income tax expense or benefit consists of an estimate of U.S. federal and state income taxes in the jurisdictions in which we conduct business, adjusted for federal, state and local allowable income tax benefits, the effect of permanent differences and any valuation allowance against deferred tax assets.
Adjusted EBITDA We define Adjusted EBITDA as our 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; gain or loss on early extinguishment of debt; other income or loss; and other items that we do not consider representative of our underlying operations.
Adjusted EBITDA We define Adjusted EBITDA as our 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 we do not consider representative of our underlying operations.
These costs include labor of incremental employees hired in advance to work directly on such commissioning activities, training costs, costs of testing and commissioning the new circuits and processes, and other related costs.
These costs include labor of incremental employees hired in advance to work directly on such commissioning activities, training costs, costs of testing and commissioning the 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 separations and magnet-making capabilities.
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 separations and 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.
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 and 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.
To the extent additional start-up costs are incurred in the future to expand our separations and 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.
(2) For the year ended December 31, 2024, since the 2026 Notes were dilutive for purposes of computing GAAP diluted loss per 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 share.
(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.
Although considerable effort is made to ensure the accuracy of our forecasts of future product demand, market conditions, or other cost assumptions, any significant unanticipated unfavorable changes in market price, demand, or expected usage could have a significant negative impact on the value of our inventory and our results of operations.
Although considerable effort is made to ensure the accuracy of our forecasts of future product demand, market conditions, or other cost assumptions, any significant unfavorable changes in demand, market price or expected usage could have a significant negative impact on the value of our inventory and our results of operations.
(3) For the year ended December 31, 2024, since the 2026 Notes were dilutive for purposes of computing GAAP diluted loss per 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.
(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.
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 share and Adjusted Diluted EPS.
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.
See also “Cautionary Note Regarding Forward-Looking Statements.” Executive Overview MP Materials Corp., including its subsidiaries (“we,” “our,” and “us”), is the largest producer of rare earth materials in the Western Hemisphere.
See also “Cautionary Note Regarding Forward-Looking Statements.” Executive Overview MP Materials Corp., including its subsidiaries (“we,” “our,” “us” and the “Company”), is the largest producer of rare earth materials in the Western Hemisphere.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations together with our Consolidated Financial Statements and related notes appearing elsewhere in this annual report on Form 10-K for the year ended December 31, 2024 (this “Annual Report”).
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations together with our Consolidated Financial Statements and related notes appearing elsewhere in this annual report on Form 10-K for the year ended December 31, 2025 (this “Annual Report”).
Management’s Discussion and Analysis of Financial Condition and Results of Operations, Comparison of the Years Ended December 31, 2023, 2022, and 2021,” of our annual report on Form 10-K for the year ended December 31, 2023, filed with the U.S. Securities and Exchange Commission on February 28, 2024.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, Comparison of the Years Ended December 31, 2024, 2023, and 2022,” of our annual report on Form 10-K for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission on February 28, 2025.
(1) Segment Adjusted EBITDA is management’s primary segment measure of profit or loss in assessing segment performance and deciding how to allocate the Company’s resources. See Note 20 , “Segment Reporting,” in the notes to the Consolidated Financial Statements for additional information on the calculation of Segment Adjusted EBITDA.
(1) Segment Adjusted EBITDA is management’s primary segment measure of profit or loss in assessing segment performance and deciding how to allocate the Company’s resources. See Note 22 , “Segment Reporting,” in the notes to the Consolidated Financial Statements for additional information on the calculation of Segment Adjusted EBITDA.
This measure refers to the REO content contained in the rare earth concentrate we produce and, beginning in the second quarter of 2023, 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.
This measure refers to the REO content contained in the rare earth concentrate we produce and, beginning in the second quarter of 2023, 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 42 Table of Content s Volume.
A unit, or MT, is considered sold once we recognize revenue on its sale as determined in accordance with generally accepted accounting principles in the United States (“GAAP”). Our REO Sales Volume is a key measure of our ability to convert our concentrate production into revenue.
A unit, or MT, is considered sold once we recognize revenue on its sale as determined in accordance with generally accepted accounting principles in the United States (“GAAP”). Our REO Sales Volume has historically been a key measure of our ability to convert our concentrate production into revenue.
Gain on early extinguishment of debt For the year ended December 31, $ Change % Change (in thousands, except percentages) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 2024 vs. 2023 2023 vs. 2022 Gain on early extinguishment of debt $ 52,911 $ — $ — $ 52,911 $ — N/M N/M N/M = Not meaningful.
Gain on early extinguishment of debt For the year ended December 31, $ Change % Change (in thousands, except percentages) 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 2025 vs. 2024 2024 vs. 2023 Gain on early extinguishment of debt $ — $ 52,911 $ — $ (52,911) $ 52,911 N/M N/M N/M = Not meaningful.
Our Mineral Reserves Our ore body has proven over more than 60 years of operations to be one of the world’s largest and highest-grade rare earth resources.
Our Mineral Reserves Our ore body has proven over more than 70 years of operations to be one of the world’s largest and highest-grade rare earth resources.
Demand for REE The key demand drivers for REE are a diverse array of growing end markets, including electric mobility; industrial, consumer and professional service robotics; renewable power generation; energy-efficient motors, pumps, and compressors; consumer and medical applications; critical defense systems; and catalysts and phosphors.
Demand for REE The drivers for REE demand are a diverse array of growing end markets, including electric mobility; physical AI; industrial, consumer and professional service robotics; renewable power generation; energy-efficient motors, pumps, and compressors; consumer and medical applications; critical defense systems; and catalysts and phosphors.
As a result of the Debt Exchange, we recorded a $6.6 million gain on early extinguishment of debt; a $13.8 million increase (net of the associated deferred tax impact of $4.0 million) to “Additional paid-in capital” included within the Consolidated Balance Sheets, as the 2030 Notes pertaining to this Debt Exchange were issued at a substantial premium; and total debt issuance costs of $4.5 million, of which $0.6 million were allocated to additional paid-in capital.
As a result of the Debt Exchange, we recorded a $6.6 million gain on early extinguishment of debt; a $13.8 million increase (net of the associated deferred tax impact of $4.0 million) to “Additional paid-in capital” included within the Consolidated Balance Sheets, as the 2030 Notes pertaining to this Debt Exchange were issued at a substantial premium; and total debt issuance costs of $4.5 million.
Selling, general and administrative Selling, general and administrative (“SG&A”) expenses consist primarily of personnel costs (including salaries, benefits, bonuses, and stock-based compensation) of our administrative functions such as executives, accounting and finance, legal, and information technology; professional services (including legal, regulatory, audit and others); certain engineering expenses; insurance, license and permit costs; corporate office lease cost; office supplies; and certain environmental, health and safety expenses.
Selling, general and administrative Selling, general and administrative (“SG&A”) expenses consist primarily of personnel costs (including salaries, benefits, bonuses, and stock-based compensation) of our administrative functions such as executives, accounting and finance, legal, and 45 Table of Content s information technology; professional services (including legal, regulatory, audit and others); certain engineering expenses; insurance, license and permit costs; corporate office lease cost; office supplies; and certain environmental, health and safety expenses.
Corporate Expenses and Other Corporate expenses and other is primarily comprised of the operating results of other business activities that excludes our Materials and Magnetics segments and includes costs incurred at the corporate level that are not allocated to the operating segments, specifically relating to executive compensation, investor relations, other corporate costs, and unallocated shared service functions such as legal, information technology, human resources, finance and accounting and supply chain.
Corporate Expenses and Other Corporate expenses and other is primarily comprised of the operating results of other business activities that exclude our Materials and Magnetics segments and include 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.
Factors Affecting Our Performance We believe we are uniquely positioned to capitalize on the trends of electrification and supply chain security, particularly as domestic xEV production and domestic industrial supply chain initiatives grow. Our continued success depends to a significant extent on our ability to take advantage of the following opportunities and meet the challenges associated with them.
Factors Affecting Our Performance We believe we are uniquely positioned to capitalize on the trends of electrification and supply chain security, particularly as domestic industrial supply chain initiatives advance. Our continued success depends to a significant extent on our ability to take advantage of the following opportunities and meet the challenges associated with them.
A discussion of changes in our consolidated results of operations and cash flows between years ended December 31, 2023 and 2022, has been omitted from this Annual Report, but may be found in “Part II, Item 7.
A discussion of changes in our consolidated and segment results of operations and/or cash flows between years ended December 31, 2024 and 2023, has been omitted from this Annual Report, but may be found in “Part II, Item 7.
The presentation of Free Cash Flow is not meant to be considered in isolation or as an alternative to cash flows from operating activities and does not necessarily indicate whether cash flows will be sufficient to fund cash needs.
The presentation of Free Cash Flow is not meant to be considered in isolation 57 Table of Content s or as an alternative to cash flows from operating activities and does not necessarily indicate whether cash flows will be sufficient to fund cash needs.
Relates to certain costs incurred in connection with the commissioning and starting up of our initial separations capability at Mountain Pass and our initial magnet-making capabilities at the Independence Facility prior to the achievement of commercial production.
Relates to certain costs incurred in connection with the commissioning and starting up of our initial separations capability at Mountain Pass and our initial magnet-making capabilities at the Independence Facility prior to the achievement 56 Table of Content s of commercial production.
Furthermore, we designed our Stage II process flow to capitalize on the inherent advantages of the bastnaesite ore at Mountain Pass, which is well-suited to low-cost refining by selectively eliminating the need to carry cerium, a lower-value element, through the separations process.
Furthermore, our midstream process flow was designed to capitalize on the inherent advantages of the bastnaesite ore at Mountain Pass, which is well-suited to low-cost refining by selectively eliminating the need to carry cerium, a lower-value element, through the separations process.
We expect to spend between $150 million and $175 million of capital costs in 2025 (net of any proceeds from government awards received). Our future capital requirements will also depend on several other factors, including market conditions, de-bottlenecking initiatives, decisions regarding downstream production capability, and potential acquisitions.
We expect to spend between $500 million and $600 million of capital costs in 2026 (net of any proceeds from government awards received). Our future capital requirements will also depend on several other factors, including market conditions, de-bottlenecking initiatives, decisions regarding downstream production capability, and potential acquisitions.
The adjusted effective tax rates were 31.3%, 25.9% and 16.3% for the years ended December 31, 2024, 2023 and 2022, respectively. See Note 12 , “Income Taxes,” in the notes to the Consolidated Financial Statements for more information on the effective tax rate.
The adjusted effective tax rates were 26.5%, 31.3% and 25.9% for the years ended December 31, 2025, 2024 and 2023, respectively. See Note 12 , “Income Taxes,” in the notes to the Consolidated Financial Statements for more information on the effective tax rate.
Contemporaneous with the pricing of the 2030 Notes, we entered into privately negotiated transactions with certain holders of the 2026 Notes to repurchase $400.0 million in aggregate principal amount of the 2026 Notes, using $358.0 million of the net proceeds from the offering of the 2030 Notes.
In March 2024, contemporaneous with the pricing of the 2030 Notes (as defined below), we entered into privately negotiated transactions with certain holders of the 2026 Notes to repurchase $400.0 million in aggregate principal amount of the 2026 Notes, using $358.0 million of the net proceeds from the offering of the 2030 Notes.
The following table presents a reconciliation of our Adjusted Diluted EPS, which is a non-GAAP financial measure, to our diluted earnings or loss per share, which is determined in accordance with GAAP: For the year ended December 31, 2024 2023 2022 Diluted earnings (loss) per share $ (0.57) $ 0.14 $ 1.52 Adjusted for: Stock-based compensation expense 0.14 0.13 0.16 Initial start-up costs 0.03 0.11 0.04 Transaction-related and other costs 0.05 0.06 0.01 Loss on environmental obligations 0.01 — — Loss on disposals of long-lived assets, net 0.01 0.03 — Gain on early extinguishment of debt (0.32) — — Tax impact of adjustments above (1) 0.02 (0.08) (0.04) Release of valuation allowance — — (0.01) 2026 Notes if-converted method (2) 0.19 — — Adjusted Diluted EPS $ (0.44) $ 0.39 $ 1.68 Diluted weighted-average shares outstanding 169,882,640 178,152,212 193,453,087 Assumed conversion of 2026 Notes (3)(4) (3,042,029) 15,584,409 — Adjusted diluted weighted-average shares outstanding 166,840,611 193,736,621 193,453,087 (1) 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 following table presents a reconciliation of our Adjusted Diluted EPS, which is a non-GAAP financial measure, to our diluted earnings or loss per common share, which is determined in accordance with GAAP: For the year ended December 31, 2025 2024 2023 Diluted earnings (loss) per common share $ (0.50) $ (0.57) $ 0.14 Adjusted for: Stock-based compensation expense 0.18 0.14 0.13 Initial start-up costs 0.02 0.03 0.11 Transaction-related and other costs 0.21 0.05 0.06 Loss on environmental obligations — 0.01 — Loss on disposals of long-lived assets, net — 0.01 0.03 Gain on early extinguishment of debt — (0.32) — Other (0.05) — — Tax impact of adjustments above (1) (0.10) 0.02 (0.08) 2026 Notes if-converted method (2) — 0.19 — Adjusted Diluted EPS $ (0.24) $ (0.44) $ 0.39 Diluted weighted-average shares outstanding 170,126,753 169,882,640 178,152,212 Assumed conversion of 2026 Notes (3)(4) — (3,042,029) 15,584,409 Adjusted diluted weighted-average shares outstanding 170,126,753 166,840,611 193,736,621 (1) 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.
Our production achievements in Stage I have provided economies of scale to lower production costs per MT of REO produced in concentrate.
Our upstream production achievements have provided economies of scale to lower production costs per MT of REO produced in concentrate.
The effective tax rate for the year ended December 31, 2024, differed from the statutory tax rate of 21% primarily due to state income tax expense, percentage depletion in excess of basis, the 45X Credit, and the California Competes Tax Credit, offset by a deduction limitation on officers’ compensation.
The effective tax rate for the year ended December 31, 2024, differed from the statutory tax rate of 21% primarily due to state income tax expense, percentage depletion, the 45X Credit, and CCTCs, offset by a deduction limitation on officers’ compensation.
These estimates use an estimated economical cut-off grade of 2.50% total rare earth oxide. Based on these estimated reserves and our expected annual production rate of REO upon production ramp-up of Stage II, our expected mine life was approximately 29 years as of December 31, 2024.
These estimates use an estimated economical cut-off grade of 2.50% total rare earth oxide. Based on these estimated reserves and our expected annual production rate of REO upon production ramp-up of our midstream operations, our expected mine life was approximately 28 years as of December 31, 2025.
Certain rare earth elements (“REE”) serve as critical inputs for the rare earth magnets inside the electric motors and generators powering carbon-reducing technologies such as hybrid and electric vehicles (referred to collectively as “xEVs”) and wind turbines, as well as drones, defense systems, robotics and many other high-growth, advanced technologies.
Certain rare earth elements (“REE”) serve as critical inputs for the rare earth magnets inside the electric motors and generators powering carbon-reducing technologies such as hybrid and electric vehicles (referred to collectively as “xEVs”), advanced electronics, aerospace and defense systems, energy products, robotics and many other high-growth, advanced technologies.
All inventories are carried at the lower of cost or net realizable value, which represents the estimated selling price of the product during the ordinary course of business based on current market conditions less reasonably predictable costs of completion, disposal, and transportation. Costs of completion include labor, utilities, reagents, maintenance, and allocated production overhead costs.
All inventories are carried at the lower of cost or net realizable value, which represents the estimated selling price of the product during the ordinary course of business based on current market conditions less reasonably predictable costs of completion, disposal, and transportation.
For additional information on the 45X Credit, refer to Note 12 , “Income Taxes,” and Note 15 , “Government Grants,” in the notes to the Consolidated Financial Statements. 46 Table of Contents Segment Results Materials Segment The Materials segment operates Mountain Pass, which produces refined rare earth oxides and related products as well as rare earth concentrate products.
For additional information on the 45X Credit, refer to Note 12 , “Income Taxes,” and Note 17 , “Government Grants,” in the notes to the Consolidated Financial Statements. 48 Table of Content s Segment Results Materials Segment The Materials segment operates Mountain Pass, which produces refined REO and related products as well as rare earth concentrate products.
Prior to December 1, 2029, at their election, holders of the 2030 Notes may convert their outstanding notes under the following circumstances: i) during any calendar quarter commencing with the third quarter of 2024 if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; ii) during the five business day period after any ten consecutive trading day period (the “2030 Notes measurement period”) in which the trading price (as defined in the indenture governing the 2030 Notes) per $1,000 principal amount of 2030 Notes for each trading day of the 2030 Notes measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; iii) if we call any or all of the 2030 Notes for redemption, the notes called for redemption may be converted at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or iv) upon the occurrence of specified corporate events set forth in the indenture governing the 2030 Notes.
The 2030 Notes are convertible into cash, shares of our common stock or a combination thereof, at our election, at an initial conversion price of approximately $21.74 per share, or 45.9939 shares per $1,000 principal amount of 2030 Notes, subject to adjustment upon the occurrence of certain events. 52 Table of Content s Prior to December 1, 2029, at their election, holders of the 2030 Notes may convert their outstanding notes under the following circumstances: (i) during any calendar quarter commencing with the third quarter of 2024 if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day (the “Stock Price Condition”); (ii) during the five business day period after any ten consecutive trading day period (the “2030 Notes measurement period”) in which the trading price (as defined in the indenture governing the 2030 Notes) per $1,000 principal amount of 2030 Notes for each trading day of the 2030 Notes measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (iii) if we call any or all of the 2030 Notes for redemption, the notes called for redemption may be converted at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (iv) upon the occurrence of specified corporate events set forth in the indenture governing the 2030 Notes.
N/M = Not meaningful. (1) See the “Key Performance Indicators” section above for further discussion of the definitions of our KPIs.
(1) See the “Key Performance Indicators” section above for further discussion of the definitions of our KPIs.
Gain on early extinguishment of debt for the year ended December 31, 2024, was the result of the repurchase and exchange of portions of our 2026 Notes at prices lower than the associated carrying amounts. See the “Liquidity and Capital Resources” section below for additional information.
Gain on early extinguishment of debt for the year ended December 31, 2024, was the result of the repurchase and exchange of portions of our 2026 Notes at prices lower than the associated carrying amounts.
As of December 31, 2024, SRK Consulting (U.S.), Inc., an independent consulting firm that we retained to assess our reserves, estimated total proven and probable reserves of 2.04 million short tons of REO contained in 29.69 million short tons of ore at Mountain Pass, with an average ore grade of 5.97%.
As of December 31, 2025, SRK Consulting (U.S.), Inc., an independent consulting firm that we retained to assess our reserves, estimated total proven and probable reserves of 1.96 million short tons of REO contained in 28.96 million short tons of ore at Mountain Pass, with an average ore grade of 5.89%.
The following table presents a reconciliation of our Adjusted Net Income (Loss), which is a non-GAAP financial measure, to our net income or loss, which is determined in accordance with GAAP: For the year ended December 31, (in thousands) 2024 2023 2022 Net income (loss) $ (65,424) $ 24,307 $ 289,004 Adjusted for: Stock-based compensation expense (1) 23,183 25,236 31,780 Initial start-up costs (2) 5,303 20,607 7,432 Transaction-related and other costs (3) 8,367 11,435 1,784 Loss on environmental obligations (4) 1,998 — — Loss on disposals of long-lived assets, net (4) 1,421 6,326 391 Gain on early extinguishment of debt (52,911) — — Other — (51) (273) Tax impact of adjustments above (5) 3,959 (16,482) (6,716) Release of valuation allowance — — (2,845) Adjusted Net Income (Loss) $ (74,104) $ 71,378 $ 320,557 (1) Principally included in “Selling, general and administrative” within our Consolidated Statements of Operations.
The following table presents a reconciliation of our Adjusted Net Income (Loss), which is a non-GAAP financial measure, to our net income or loss, which is determined in accordance with GAAP: For the year ended December 31, (in thousands) 2025 2024 2023 Net income (loss) $ (85,874) $ (65,424) $ 24,307 Adjusted for: Stock-based compensation expense (1) 30,007 23,183 25,236 Initial start-up costs (2) 3,339 5,303 20,607 Transaction-related and other costs (3) 35,965 8,367 11,435 Loss on environmental obligations (4) 259 1,998 — Loss on disposals of long-lived assets, net (4) 466 1,421 6,326 Gain on early extinguishment of debt — (52,911) — Other (5) (8,708) — (51) Tax impact of adjustments above (6) (16,281) 3,959 (16,482) Adjusted Net Income (Loss) $ (40,827) $ (74,104) $ 71,378 (1) Principally included in “Selling, general and administrative” within our Consolidated Statements of Operations.
We calculate Adjusted Diluted EPS as our GAAP diluted earnings or loss per share excluding the per share impact, using adjusted diluted weighted-average shares outstanding as the denominator, of stock-based compensation expense; initial start-up costs; transaction-related and other costs; gain or loss on disposals of long-lived assets; gain or loss on early extinguishment of debt; and other items that we do not consider representative of our underlying operations; adjusted to give effect to the income tax impact of such adjustments; and the release of valuation allowance.
Adjusted Net Income (Loss) and Adjusted Diluted EPS We calculate Adjusted Net Income (Loss) as our 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 we do not consider representative of our underlying operations; adjusted to give effect to the income tax impact of such adjustments.
The remaining 2026 Notes outstanding mature, unless earlier converted, redeemed or repurchased, on April 1, 2026. The initial conversion price of the remaining 2026 Notes is approximately $44.28 per share, or 22.5861 shares per $1,000 principal amount of notes, subject to adjustment upon the occurrence of certain events.
The initial conversion price of the remaining 2026 Notes is approximately $44.28 per share, or 22.5861 shares per $1,000 principal amount of notes, subject to adjustment upon the occurrence of certain events.
For instance, unforeseen delays in construction or the installation of specific equipment may occur, or we may not meet customer specifications on time, which could adversely affect both the amount and timing of our revenue from permanent magnets and precursor products.
For instance, unforeseen delays in construction or the installation of specific equipment may occur, or our products may fail to satisfy customer expectations, which could adversely affect both the amount and timing of our revenue from permanent magnets and precursor products.
Until such time, we may experience unstable operations and elevated costs of our initial production of separated products. We currently generate our revenue from our Materials segment, which operates a single site in a single location, and any stoppage in activity, including for reasons outside of our control, could adversely impact our production, results of operations and cash flows.
We currently generate our revenue primarily from our Materials segment, which operates a single site in a single location, and any stoppage in activity, including for reasons outside of our control, could adversely impact our production, results of operations and cash flows.
See the “ Materials Segment” section below for further discussion of year-over-year changes in revenue. 43 Table of Contents Cost of sales (excluding depreciation, depletion and amortization) Cost of sales (excluding depreciation, depletion and amortization) (“COS”) consists of mining, processing, and separations-related labor costs (including wages and salaries, benefits, bonuses, and stock-based compensation); mining, processing, and separations-related supplies and reagents; parts and labor for the maintenance of our mining fleet and processing and separating facilities; other facilities-related costs (such as property taxes and utilities); packaging materials; and shipping and freight costs.
Cost of sales (excluding depreciation, depletion and amortization) Cost of sales (excluding depreciation, depletion and amortization) (“COS”) consists of mining, processing, separations, and metal making-related labor costs (including wages and salaries, benefits, bonuses, and stock-based compensation); mining, processing, separations, and metal making-related supplies and reagents; parts and labor for the maintenance of our mining fleet and processing and separating facilities; other facilities-related costs (such as property taxes and utilities); packaging materials; and shipping and freight costs.
The following table presents a reconciliation of our Adjusted EBITDA, which is a non-GAAP financial measure, to our net income or loss, which is determined in accordance with GAAP: For the year ended December 31, (in thousands) 2024 2023 2022 Net income (loss) $ (65,424) $ 24,307 $ 289,004 Adjusted for: Depreciation, depletion and amortization 78,057 55,709 18,356 Interest expense, net 23,010 5,254 5,786 Income tax expense (benefit) (27,923) 8,768 52,148 Stock-based compensation expense (1) 23,183 25,236 31,780 Initial start-up costs (2) 5,303 20,607 7,432 Transaction-related and other costs (3) 8,367 11,435 1,784 Accretion of asset retirement and environmental obligations (4) 929 908 1,477 Loss on environmental obligations (4) 1,998 — — Loss on disposals of long-lived assets, net (4) 1,421 6,326 391 Gain on early extinguishment of debt (52,911) — — Other income, net (46,178) (56,048) (19,527) Adjusted EBITDA $ (50,168) $ 102,502 $ 388,631 (1) Principally included in “Selling, general and administrative” within our Consolidated Statements of Operations.
The following table presents a reconciliation of our Adjusted EBITDA, which is a non-GAAP financial measure, to our net income or loss, which is determined in accordance with GAAP: For the year ended December 31, (in thousands) 2025 2024 2023 Net income (loss) $ (85,874) $ (65,424) $ 24,307 Adjusted for: Depreciation, depletion and amortization 89,267 78,057 55,709 Interest expense, net 31,481 23,010 5,254 Income tax expense (benefit) (31,900) (27,923) 8,768 Stock-based compensation expense (1) 30,007 23,183 25,236 Initial start-up costs (2) 3,339 5,303 20,607 Transaction-related and other costs (3) 35,965 8,367 11,435 Accretion of asset retirement and environmental obligations (4) 1,490 929 908 Loss on environmental obligations (4) 259 1,998 — Loss on disposals of long-lived assets, net (4) 466 1,421 6,326 Gain on early extinguishment of debt — (52,911) — Other income, net (63,081) (46,178) (56,048) Adjusted EBITDA $ 11,419 $ (50,168) $ 102,502 (1) Principally included in “Selling, general and administrative” within our Consolidated Statements of Operations. 55 Table of Content s (2) Included in “Start-up costs” within our Consolidated Statements of Operations and excludes any applicable stock-based compensation, which is included in the “Stock-based compensation expense” line above.
See the “Materials Segment” section below for further discussion of year-over-year changes in KPIs. Since the Magnetics segment only recently commenced production, we have not established any KPIs for its operations. 41 Table of Contents REO Production Volume We measure our REO-equivalent production volume for a given period in MTs, our principal unit of sale for our concentrate product.
Since the Magnetics segment only recently commenced production, we have not established any KPIs for its operations. REO Production Volume We measure our REO-equivalent production volume for a given period in MTs, our principal unit of sale for our concentrate product.
Until such time that we achieve our anticipated throughput, we may continue to incur write-downs of our separated product inventories. See Note 4 , “Inventories,” in the notes to the Consolidated Financial Statements for more information. Revenue We recognize revenue from sales of rare earth products produced at Mountain Pass.
At least until such time that we achieve our anticipated throughput, we may continue to incur write-downs of certain of our separated product inventories. See Note 5 , “Inventories,” in the notes to the Consolidated Financial Statements for more information.
Convertible Notes Debt Exchange: In December 2024, we entered into privately negotiated exchange agreements with certain holders of the 2026 Notes (the “Debt Exchange Agreements”).
We paid $65.3 million for the Capped Call Options in March 2024. Convertible Notes Debt Exchange: In December 2024, we entered into privately negotiated exchange agreements with certain holders of the 2026 Notes (the “Debt Exchange Agreements”).
Additionally, our location and integration offer cost and transportation advantages that create meaningful efficiencies in production, security of incoming supplies and shipping of our final products. 40 Table of Contents During the second half of 2023, we began producing separated rare earth products.
Additionally, our location and integration offer cost and transportation advantages that create efficiencies in production, security of incoming supplies and shipping of our final products. During the second half of 2023, we began producing separated rare earth products, including NdPr oxide, which represents a majority of the value contained in our concentrate.
NdPr oxide and metal revenue consists of sales of NdPr oxide and metal produced at Mountain Pass under individual sales agreements, as well as sales under our distribution agreement with Sumitomo Corporation of Americas.
NdPr oxide and metal revenue consists of sales of NdPr oxide and metal produced at Mountain Pass under individual sales agreements, as well as sales under our distribution agreement with Sumitomo Corporation of Americas. Magnetic precursor products revenue consists of sales of magnetic precursor products, including NdPr metal, produced at the Independence Facility and sold in the U.S.
As a result, these estimates and assumptions are subjective and can vary over time. See Note 8 , “Asset Retirement and Environmental Obligations,” in the notes to the Consolidated Financial Statements for more information.
As a result, these estimates and assumptions are subjective and can vary over time. See Note 9 , “Asset Retirement and Environmental Obligations,” in the notes to the Consolidated Financial Statements for more information. Environmental Obligations (“ENV”) Our operating activities are subject to various laws and regulations governing protection of the environment.
For the year ended December 31, $ Change % Change (in thousands, except percentages) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 2024 vs. 2023 2023 vs. 2022 Income (loss) before income taxes $ (93,347) $ 33,075 $ 341,152 $ (126,422) $ (308,077) N/M (90) % Income tax expense (benefit) $ (27,923) $ 8,768 $ 52,148 $ (36,691) $ (43,380) N/M (83) % Effective tax rate 29.9 % 26.5 % 15.3 % N/M = Not meaningful.
For the year ended December 31, $ Change % Change (in thousands, except percentages) 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 2025 vs. 2024 2024 vs. 2023 Income (loss) before income taxes $ (117,774) $ (93,347) $ 33,075 $ (24,427) $ (126,422) (26) % N/M Income tax benefit (expense) $ 31,900 $ 27,923 $ (8,768) $ 3,977 $ 36,691 14 % N/M Effective tax rate 27.1 % 29.9 % 26.5 % N/M = Not meaningful.
The Capped Call Options are expected generally to reduce the potential dilution to our common stock upon conversion of the 2030 Notes and/or offset cash payments we are required to make in excess of the principal amount of the converted 2030 Notes, as the case may be, in the event that the market price per share of our common stock, as measured under the terms of the Capped Call Options, is greater than the strike price of the Capped Call Options, which initially corresponds to the initial conversion price of the 2030 Notes, or approximately $21.74 per share of common stock, with such reduction and/or offset subject to an initial cap of $31.06 per share of our common stock.
This would apply in the event that the market price per share of our common stock, as measured under the terms of the Capped Call Options, is greater than the strike price of the Capped Call Options, which initially corresponds to the initial conversion price of the 2030 Notes, or approximately $21.74 per share of common stock, with such reduction and/or offset subject to an initial cap of $31.06 per share of our common stock.
For the majority of our sales of rare earth concentrate, the sales price is based on preliminary market price per MT, with an adjustment for the ultimate market price of the product realized upon final sale, including the impact of changes in the exchange rate between the Chinese Yuan and the U.S. dollar.
For the majority of our sales of rare earth concentrate, the sales price is based on a preliminary market price (net of taxes, tariffs, and certain other agreed charges) per MT, with an adjustment for the ultimate market price of the product realized upon final sale, including the impact of changes in exchange rates.
Magnetics Segment The Magnetics segment operates the Independence Facility, where we began production of magnetic precursor products in December 2024 and anticipate the manufacturing of NdFeB permanent magnets by the end of 2025.
Magnetics Segment The Magnetics segment operates the Independence Facility, where we produce and sell magnetic precursor products and have commenced the manufacturing of NdFeB permanent magnets in December 2025.
Cash Flows The following table summarizes our cash flows: For the year ended December 31, $ Change % Change (in thousands, except percentages) 2024 2023 2022 2024 vs 2023 2023 vs 2022 2024 vs 2023 2023 vs 2022 Net cash provided by (used in): Operating activities $ 13,349 $ 62,699 $ 343,514 $ (49,350) $ (280,815) (79) % (82) % Investing activities $ 10,057 $ 68,697 $ (1,356,971) $ (58,640) $ 1,425,668 (85) % N/M Financing activities $ (4,791) $ (9,917) $ (24,191) $ 5,126 $ 14,274 (52) % (59) % N/M = Not meaningful.
Cash Flows The following table summarizes our cash flows: For the year ended December 31, $ Change % Change (in thousands, except percentages) 2025 2024 2023 2025 vs 2024 2024 vs 2023 2025 vs 2024 2024 vs 2023 Net cash provided by (used in): Operating activities $ (155,755) $ 13,349 $ 62,699 $ (169,104) $ (49,350) N/M (79) % Investing activities $ (206,049) $ 10,057 $ 68,697 $ (216,106) $ (58,640) N/M (85) % Financing activities $ 1,245,560 $ (4,791) $ (9,917) $ 1,250,351 $ 5,126 N/M 52 % N/M = Not meaningful.
We own and operate the Mountain Pass Rare Earth Mine and Processing Facility (“Mountain Pass”) located near Mountain Pass, San Bernardino County, California, the only rare earth mining and processing site of scale in North America. We are also developing a rare earth metal, alloy and magnet manufacturing facility in Fort Worth, Texas (“Independence” or the “Independence Facility”).
We own and operate the Mountain Pass Rare Earth Mine and Processing Facility (“Mountain Pass”) located near Mountain Pass, San Bernardino County, California, the only rare earth mining and processing site of scale in North America.
This was partially offset by continued investment in research and development activities associated with our Magnetics segment, which increased by $1.9 million in 2024. Other operating costs and expenses Other operating costs and expenses consists primarily of accretion of asset retirement and environmental obligations and gains or losses on disposals of long-lived assets, including demolition costs.
This was partially offset by lower research and development costs and corporate development costs in 2025. Other operating costs and expenses Other operating costs and expenses consists primarily of accretion of asset retirement and environmental obligations and gains or losses on disposals of long-lived assets, including demolition costs.
Stage II advanced our operations from the production of rare earth concentrate to the separation of individual REE. The Stage II optimization project incorporated upgrades and enhancements to the prior facility process flow to produce separated REE at a lower cost while minimizing our impact on the environment.
The optimization of our refining capabilities incorporated upgrades and enhancements to the prior facility process flow to produce separated REE at a lower cost while minimizing our impact on the environment.
We continue to expect that it may take many quarters to achieve our designed throughput of separated products. As we increase production of separated products over time, we expect to improve our per-unit production costs of NdPr oxide, which represents a majority of the value contained in our concentrate.
We continue to expect that it may take many quarters to achieve our designed throughput of NdPr oxide. However, as we increase production over time, we expect to reduce our per-unit production costs.
NdPr Sales Volume Our 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.
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.
Net Cash Provided by (Used in) Investing Activities: Net cash provided by investing activities decreased by $58.6 million for the year ended December 31, 2024, as compared to the prior year.
Net Cash Provided by (Used in) Investing Activities: Net cash used in investing activities was $206.0 million for the year ended December 31, 2025, as compared to the net cash provided by investing activities of $10.1 million in the prior year.
The Magnetics segment operates the Independence Facility, where we began production of magnetic precursor products in December 2024 and anticipate manufacturing neodymium-iron-boron (“NdFeB”) permanent magnets by the end of 2025. Beginning in the first quarter of 2025, we expect that the Magnetics segment will begin generating revenue from sales of NdPr metal to a single customer in the U.S.
The Magnetics segment began generating revenue from sales of magnetic precursor products to a single customer in the U.S. in the first quarter of 2025 and commenced the manufacturing of neodymium-iron-boron (“NdFeB”) permanent magnets in December 2025.
The following table presents a reconciliation of our Free Cash Flow, which is a non-GAAP financial measure, to our net cash provided by operating activities, which is determined in accordance with GAAP: For the year ended December 31, (in thousands) 2024 2023 2022 Net cash provided by operating activities $ 13,349 $ 62,699 $ 343,514 Additions to property, plant and equipment, net (1) (186,322) (259,097) (321,465) Free Cash Flow $ (172,973) $ (196,398) $ 22,049 (1) Amounts for the years ended December 31, 2024, 2023 and 2022, are net of $0.1 million, $2.8 million and $5.1 million, respectively, in proceeds from government awards used for construction. 56 Table of Contents Critical Accounting Estimates Preparation of the Consolidated Financial Statements in accordance with GAAP requires our management to make judgments, estimates and assumptions that impact the reported amount of revenue and operating expenses, assets and liabilities and the disclosure of contingent assets and liabilities.
The following table presents a reconciliation of our Free Cash Flow, which is a non-GAAP financial measure, to our net cash provided by (used in) operating activities, which is determined in accordance with GAAP: For the year ended December 31, (in thousands) 2025 2024 2023 Net cash provided by (used in) operating activities $ (155,755) $ 13,349 $ 62,699 Additions to property, plant and equipment, net (1) (148,175) (186,322) (259,097) Free Cash Flow $ (303,930) $ (172,973) $ (196,398) (1) Amounts for the years ended December 31, 2025, 2024 and 2023, are net of $24.2 million, $0.1 million and $2.8 million, respectively, in proceeds from government awards used for construction.
Lastly, our engineering, procurement, and construction contracts are typically cancellable. Repurchases of Common Stock In March 2024, our Board of Directors approved a share repurchase program (the “Program”) effective for one year under which the Company became authorized to repurchase up to an aggregate amount of $300.0 million of our outstanding common stock.
These increases in headcount will result in additional cash requirements for salaries, bonuses, benefits and training. Share Repurchase Program In March 2024, our Board of Directors approved a share repurchase program (the “Program”) effective for one year under which the Company became authorized to repurchase up to an aggregate amount of $300.0 million of our outstanding common stock.
In addition, our estimate of costs of completion is impacted by forecasted production levels, which are particularly sensitive while our midstream operations are at subscale production levels.
In addition, our estimate of costs of completion may be impacted by forecasted production levels, which are particularly sensitive before we achieve our anticipated production levels for our midstream operations.
The Materials segment primarily generates revenue from (i) sales of rare earth concentrate, primarily sold for further distribution to a single, principal customer in China, and (ii) sales of neodymium-praseodymium (“NdPr”) oxide and metal, primarily sold to customers in Japan, South Korea, and broader Asia.
The Materials segment generates revenue primarily from sales of neodymium-praseodymium (“NdPr”) oxide and metal, primarily sold to customers in Japan, South Korea, and broader Asia. The Materials segment historically generated the majority of its revenue from sales of rare earth concentrate primarily to a distributor that, in turn, typically sold that product to refiners in China.
The decrease in REO Sales Volume for the year ended December 31, 2024, as compared to the prior year, was 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 2024.
The year-over-year decrease in rare earth concentrate revenue for the year ended December 31, 2025, was primarily driven by the decrease in REO Sales Volume impacted by the July 2025 cessation of all sales to China as well as 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.
For the years ended December 31, 2023 and 2022, amounts are principally included in “Advanced projects and development” within our Consolidated Statements of Operations.
For the years ended December 31, 2025 and 2023, amounts are principally included in “Advanced projects and development” within our Consolidated Statements of Operations. For the year ended December 31, 2024, amount is principally included in “Selling, general and administrative” within our Consolidated Statements of Operations. (4) Included in “Other operating costs and expenses” within our Consolidated Statements of Operations.
For the years ended December 31, 2023 and 2022, amounts are principally included in “Advanced projects and development” within our Consolidated Statements of Operations.
For the years ended December 31, 2025 and 2023, amounts are principally included in “Advanced projects and development” within our Consolidated Statements of Operations. For the year ended December 31, 2024, amount is principally included in “Selling, general and administrative” within our Consolidated Statements of Operations. (4) Included in “Other operating costs and expenses” within our Consolidated Statements of Operations.
As of December 31, 2024, we had $850.9 million of cash, cash equivalents and short-term investments and $930.5 million of principal amount of long-term debt. Our results of operations and cash flows depend in large part upon the market prices of rare earth products.
As of December 31, 2025, we had $1.8 billion of cash, cash equivalents and short-term investments and $1.1 billion of principal amount of long-term debt and equipment notes, including $71.4 million classified as current. Historically, our results of operations and cash flows have depended in large part upon the market prices of rare earth products.
Recently Adopted and Issued Accounting Pronouncements Recently adopted and issued accounting pronouncements are described in Note 2 , “Significant Accounting Policies,” in the notes to the Consolidated Financial Statements. 57 Table of Contents
See Note 9 , “Asset Retirement and Environmental Obligations,” in the notes to the Consolidated Financial Statements for more information. Recently Adopted and Issued Accounting Pronouncements Recently adopted and issued accounting pronouncements are described in Note 2 , “Significant Accounting Policies,” in the notes to the Consolidated Financial Statements.
Leases: We have lease arrangements for certain equipment and facilities, including office space, vehicles and equipment used in our operations. As of December 31, 2024, we had future expected lease payment obligations totaling $9.1 million, with $2.0 million due within the next 12 months. See Note 11 , “Leases,” in the notes to the Consolidated Financial Statements for further information.
Leases: We have lease arrangements for certain equipment and facilities, including office space, warehouses and equipment used in our operations. As of December 31, 2025, we had future expected lease payment obligations related to our operating leases totaling $13.1 million, with $3.9 million due within the next 12 months. Our finance leases were not material.
For the year ended December 31, $ Change % Change (in thousands, except percentages) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 2024 vs. 2023 2023 vs. 2022 Selling, general and administrative $ 83,299 $ 79,245 $ 75,857 $ 4,054 $ 3,388 5 % 4 % The increase in SG&A expenses for the year ended December 31, 2024, was driven primarily by $4.4 million in higher personnel costs (other than stock-based compensation expense, which decreased by $1.4 million), partially due to increased employee headcount to support our downstream expansion.
For the year ended December 31, $ Change % Change (in thousands, except percentages) 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 2025 vs. 2024 2024 vs. 2023 Selling, general and administrative $ 112,066 $ 83,299 $ 79,245 $ 28,767 $ 4,054 35 % 5 % The year-over-year increase in SG&A expenses for the year ended December 31, 2025, was driven primarily by higher personnel costs, which increased by $9.9 million, primarily due to the continued growth in our employee headcount to support our downstream expansion, as well as higher legal costs, which increased by $10.2 million, partially due to a construction-related litigation matter.
KPIs Year ended December 31, Amount Change % Change (in whole units or dollars, except percentages) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 2024 vs. 2023 2023 vs. 2022 Rare earth concentrate (1) REO Production Volume (MTs) 45,455 41,557 42,499 3,898 (942) 9 % (2) % REO Sales Volume (MTs) 32,703 36,837 43,198 (4,134) (6,361) (11) % (15) % Realized Price per REO MT $ 4,414 $ 6,854 $ 11,974 $ (2,440) $ (5,120) (36) % (43) % Separated NdPr products (1) NdPr Production Volume (MTs) 1,294 200 N/A 1,094 N/A 547 % N/A NdPr Sales Volume (MTs) 1,142 10 N/A 1,132 N/A N/M N/A NdPr Realized Price per KG $ 51 $ 70 N/A $ (19) N/A (27) % N/A N/A = Not applicable as there was neither NdPr production nor sales volume in the year ended December 31, 2022.
KPIs Year ended December 31, Amount Change % Change (in whole units or dollars, except percentages) 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 2025 vs. 2024 2024 vs. 2023 Rare earth concentrate (1) REO Production Volume (MTs) 50,692 45,455 41,557 5,237 3,898 12 % 9 % REO Sales Volume (MTs) 8,922 32,703 36,837 (23,781) (4,134) (73) % (11) % Realized Price per REO MT $ 4,707 $ 4,414 $ 6,854 $ 293 $ (2,440) 7 % (36) % Separated NdPr products (1) NdPr Production Volume (MTs) 2,599 1,294 200 1,305 1,094 101 % 547 % NdPr Sales Volume (MTs) 1,994 1,142 10 852 1,132 75 % N/M N/M = Not meaningful.
When applicable, adjusted diluted weighted-average shares outstanding reflect the anti-dilutive impact of our Capped Call Options entered into in connection with the issuance of our 2030 Notes. Adjusted Net Income (Loss) and Adjusted Diluted EPS exclude certain expenses that are required in accordance with GAAP because they are non-recurring, non-cash, or not related to our underlying business performance.
Adjusted Net Income (Loss) and Adjusted Diluted EPS exclude certain expenses that are required in accordance with GAAP because they are non-recurring, non-cash, or not related to our underlying business performance.

… 267 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

14 edited+13 added−2 removed9 unchanged
Biggest changeThe economic impact of currency exchange rate movements is often linked to variability in real growth, inflation, interest rates, governmental actions and other factors. Accordingly, to the extent that foreign currency risk becomes material, we may enter into hedging transactions to manage our exposure to fluctuations in foreign currency exchange rates.
Biggest changeAdditionally, as we expand internationally, we become further exposed to foreign currency risk by entering new markets with additional foreign currencies. The economic impact of currency exchange rate movements is often linked to variability in real growth, inflation, interest rates, governmental actions and other factors.
In March 2024, in connection with the offering of the 2030 Notes, we entered into Capped Call Options with the Counterparties. The Capped Call Options are expected generally to reduce the potential dilution to our common stock upon any conversion of the 2030 Notes.
In March 2024, in connection with the offering of the 2030 Notes, we entered into Capped Call Options with the Counterparties. The Capped Call Options are expected generally to reduce the potential dilution to our common stock upon any conversion of the portion of the 2030 Notes issued in March 2024.
NdPr represents a significant portion of the economic value of our rare earth concentrate. We expect demand for NdPr to continue to grow, driving demand for our concentrate, separated NdPr oxide, and in the future, permanent magnets containing NdPr.
NdPr represents a significant portion of the economic value of our rare earth concentrate. We expect demand for NdPr to continue to grow, driving demand for our separated NdPr oxide and metal, and in the future, permanent magnets containing 59 Table of Content s NdPr.
Commodity Price Risk Our results of operations depend in large part upon the market prices of REO and particularly the price of rare earth concentrate and NdPr.
Commodity Price Risk Our results of operations have historically depended in large part upon the market prices of REO and particularly the price of rare earth concentrate and NdPr.
As of December 31, 2024, a hypothetical increase of 100-basis points in interest rates would not have a material impact on the value of our cash equivalents or short-term investments in our Consolidated Financial Statements. 59 Table of Contents
As of December 31, 2025, a hypothetical increase of 100 basis points in interest rates would not have a material impact on the value of our cash equivalents or short-term investments in our Consolidated Financial Statements. 61 Table of Content s
Treasury and agency securities, commercial paper and certificates of deposit. Our cash, cash equivalents and short-term investments are held for working capital and general corporate purposes. We have not historically entered into investments for trading or speculative purposes. Our cash equivalents and short-term investments are subject to market risk due to changes in interest rates.
Our cash, cash equivalents and short-term investments are held for working capital and general corporate purposes, including our planned development projects. We have not historically entered into investments for trading or speculative purposes. Our cash equivalents and short-term investments are subject to market risk due to changes in interest rates.
Foreign Currency Risk While we currently generate revenue in the United States and in U.S. dollars, the market transactions are denominated mainly in the Chinese Yuan, and we are therefore exposed to currency volatility and devaluation risks.
Such commodity price fluctuations may cause volatility in our results of operations and cash flows in the future. Foreign Currency Risk While we currently generate revenue in the United States and in U.S. dollars, the market transactions are denominated mainly in the Chinese Yuan, and we are therefore exposed to currency volatility and devaluation risks.
For example, we negotiate monthly U.S. dollar REO prices with Shenghe, which are based in part on the exchange rate between the U.S. dollar and the Chinese Yuan. Geopolitical tensions between the U.S. and China may lead to increased tariffs, preferences for local producers, some of which may be government-supported, changes in taxing regimes or other trade barriers.
This exchange rate has been impacted by geopolitical tensions between the U.S. and China, which has and may lead to increased tariffs in the future, preferences for local producers, some of which may be government-supported, changes in taxing regimes or other trade barriers.
These reagents, as well as certain other raw materials and supplies we use in our operations, are subject to price volatility caused by weather, supply conditions, political and economic variables and other unpredictable factors. We have not historically used options or swap contracts to manage the volatility related to the above exposures.
The solvent extraction and finishing processes are highly reliant upon commodity reagents. These reagents, as well as certain other raw materials and supplies we use in our operations, are subject to price volatility caused by weather, supply conditions, political and economic variables and other unpredictable factors.
Over the past several years, the Federal Reserve raised interest rates in an effort to combat high inflation; however, with recent indicators that inflation is moderating, the Federal Reserve has recently begun to reduce interest rates. 58 Table of Contents Despite this shift in U.S. policy, uncertainty persists in the market and economic conditions, including the possibility of additional measures that could be taken by the Federal Reserve and other government agencies, related to concerns over inflation risk.
Despite this shift in U.S. policy, uncertainty persists in the market and economic conditions, including the possibility of additional measures that could be taken by the Federal Reserve and other government agencies, related to concerns over inflation risk.
Equity Market and Interest Rate Risk Convertible Notes While the fair values of our Convertible Notes are subject to interest rate risk, market risk and other factors due to their convertible feature, the Convertible Notes are more sensitive to the equity market price volatility of our stock price than changes in interest rates.
Accordingly, to the extent that foreign currency risk becomes material, we may enter into hedging transactions to manage our exposure to fluctuations in foreign currency exchange rates. 60 Table of Content s Equity Market and Interest Rate Risk Convertible Notes While the fair values of our Convertible Notes are subject to interest rate risk, market risk and other factors due to their convertible feature, the Convertible Notes are more sensitive to the equity market price volatility of our stock price than changes in interest rates.
Foreign currency risk has not historically had a material impact on our results of operations or cash flows. However, as we expand internationally, we become further exposed to foreign currency risk by entering new markets with additional foreign currencies.
Foreign currency risk has not historically had a material impact on our results of operations or cash flows.
When possible, we seek to limit our exposure by entering into long-term contracts and price increase limitations in contracts. Also, we use natural gas to operate our CHP plant, which powers our processing and separations facilities at Mountain Pass, and to power backup generators at the Independence Facility.
Also, we use natural gas to operate our CHP plant, which powers our processing and separations facilities at Mountain Pass, and to power backup generators at the Independence Facility. We generally purchase or expect to purchase natural gas from suppliers at market or tariff rates. From time to time, we use commodity contracts to hedge energy exposures.
See Note 10 , “Debt Obligations,” in the notes to the Consolidated Financial Statements for further information on our Convertible Notes. Cash equivalents and short-term investments We had cash, cash equivalents and short-term investments totaling $850.9 million as of December 31, 2024, of which $849.0 million was invested in money market funds, U.S.
Cash equivalents and short-term investments We had cash, cash equivalents and short-term investments totaling $1,830.3 million as of December 31, 2025, of which $1,813.8 million was invested in money market funds, U.S. Treasury and agency securities, commercial paper and certificates of deposit.
Removed
We have not entered into derivative contracts to protect the price of our products, and do not expect to do so in the foreseeable future, as there is no liquid market for such contracts and their cost may be prohibitive, if they could be obtained at all. The solvent extraction and finishing processes are highly reliant upon commodity reagents.
Added
The Company’s arrangements with the DoW are expected to significantly mitigate the risks of commodity price fluctuations associated with NdPr on our results of operations.
Removed
We generally purchase or expect to purchase natural gas from suppliers at market or tariff rates. From time to time, we use commodity contracts to hedge energy exposures. Such commodity price fluctuations may cause volatility in our results of operations and cash flows in the future.
Added
Among the transactions with the DoW, the Company entered into the Price Protection Agreement, which provides a price floor of $110 per kg for NdPr Products stockpiled, sold to internal affiliates, or sold to third parties. If market prices fall below this threshold, the Company will receive a quarterly payment from the DoW to offset the shortfall.
Added
Conversely, once the 10X Facility reaches full production capacity, if the price of NdPr exceeds the threshold, the Company will remit a portion of the upside to the DoW, equal to 30% of the NdPr sales price in excess of $110 per kg.
Added
This arrangement allows the Company to sell NdPr at a more stable price, with limited exposure to price declines while retaining upside exposure. This moderates the Company’s exposure to the fluctuations in the NdPr commodity market which the Company has experienced in recent years.
Added
Additionally, the DoW agreed to purchase the entire quantity of magnets produced at the 10X Facility, which, upon completion, we expect will utilize as an input a substantial portion of the NdPr we produce.
Added
While this DoW commitment provides a meaningful measure of certainty with respect to our medium- and longer-term NdPr-related cash flows, our business remains susceptible to the fluctuations and uncertainties described above, particularly with respect to the volume of demand for our NdPr products prior to the completion of the 10X Facility when the DoW offtake commitment begins.
Added
Thereafter, our business will still remain susceptible to demand fluctuations for amounts other than those used in committed arrangements in our Magnetics segment (including both Independence and the 10X Facility). Additionally, we continue to produce other rare earth products, which is required by the DoW Transaction Agreements to include samarium, which will remain and be subject to market pricing.
Added
We have not historically used options or swap contracts to manage the volatility related to the above exposures. When possible, we seek to limit our exposure by entering into long-term contracts and price increase limitations in contracts.
Added
For example, we have historically negotiated quarterly U.S. dollar prices with our customers, which were based in part on the exchange rate between the U.S. dollar and the Chinese Yuan.
Added
Our partnership with the DoW, including with respect to the Price Protection Agreement for our NdPr products and purchase commitment of 10X Facility-produced magnets, should help to further mitigate our exposure to this volatility and risk over time, as we anticipate receiving substantial cash flows in U.S. dollars.
Added
We are in the process of evaluating the continuing need for the negotiation of Yuan-specific protections given this and other recent developments in our business and the market broadly.
Added
However, our non-NdPr rare earth products, including samarium, as well as inputs used throughout our processes, remain exposed to market transactions denominated primarily in Chinese Yuan, as may the price of NdPr-based magnets and magnet products produced at our Independence Facility.
Added
Over the past several years, the Federal Reserve raised interest rates in an effort to combat high inflation; however, with recent indicators that inflation is moderating, the Federal Reserve has recently begun to reduce interest rates.

Other MP 10-K year-over-year comparisons