Form 4: MP Materials General Counsel Reports Stock Transactions

MP Materials' General Counsel, Elliot Hoops, reported the vesting of restricted stock units and subsequent share dispositions for tax purposes.

Summary

• Elliot Dean Hoops, General Counsel and Secretary of MP Materials Corp., reported changes in beneficial ownership of common stock.
• On January 12, 2026, 8,722 restricted stock units (RSUs) vested, which are scheduled to vest in four annual installments.
• Also on January 12, 2026, 22,942 shares of common stock were received upon the vesting of performance-based restricted stock units. These units vested based on the company's relative total shareholder return compared to the S&P 400 Index and S&P 400 Materials Index over the period 01/01/2023 through 12/31/2025.
• Shares were disposed of to satisfy tax withholding obligations: 9,028 shares at $65.34 on January 12, 2026; 4,526 shares at $65.34 on January 12, 2026; 3,769 shares at $63.82 on January 13, 2026; and 1,300 shares at $69.3 on January 14, 2026.
• Following these transactions, Mr. Hoops directly beneficially owns 82,790 shares of common stock and indirectly owns 1,000 shares through his spouse.

Sentiment

Score: 7

Explanation: The vesting of performance-based restricted stock units indicates the company met its performance targets, which is a positive signal. The other transactions are routine compensation and tax-related events.

Positives

• Vesting of 22,942 performance-based restricted stock units indicates the company met pre-established performance conditions related to relative total shareholder return.
• Vesting of 8,722 restricted stock units represents a scheduled compensation event for the General Counsel.

Negatives

• A total of 18,623 shares were disposed of to cover tax withholding obligations, reducing the direct beneficial ownership of the General Counsel.

Future Outlook

The remaining restricted stock units are scheduled to vest in four annual installments beginning on the first anniversary of their grant date, indicating future compensation events for the reporting person.

Industry Context

This filing reflects a routine executive compensation event, where restricted stock units vest based on pre-defined schedules and performance criteria. Such events are common across publicly traded companies, particularly those that utilize equity-based compensation to align executive incentives with shareholder interests and company performance.

Stakeholder Impact

• Shareholders: The vesting of performance-based units suggests the company achieved its relative total shareholder return targets, which is generally positive for shareholders.
• Employees (specifically General Counsel): The transactions represent a significant component of the General Counsel's compensation package, aligning their interests with company performance.

Next Steps

• Future annual installments of the 8,722 restricted stock units will vest starting from the first anniversary of their grant date.

Key Dates

Keywords

MP Materials, Form 4, Elliot Hoops, Insider Transaction, Restricted Stock Units, Performance-Based RSUs, Executive Compensation, Share Vesting, Tax Withholding, Common Stock