MP Materials Corp. / DE

NOTE 22—SUBSEQUENT EVENTS

Public Offering of Common Stock

On July 18, 2025, the Company completed an underwritten public offering, with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC as representatives of several underwriters (collectively, the “Underwriters”), relating to the issuance of 11,818,181 shares of the Company’s common stock, par value $0.0001 per share, at a price to the public of $55.00 per share (the “Offering”). The Underwriters purchased the shares of common stock at a price of $53.35 per share. The Company also granted the Underwriters a 30-day option, which was exercised in full, to purchase up to an additional 1,772,727 shares of its common stock, solely to cover over-allotments, at the same price of $53.35. The net proceeds to the Company from the Offering were approximately $724 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. The Company currently intends to use the net proceeds from the Offering to fund the acceleration and expansion of its operations, including the 10X Facility (as defined below), for strategic growth opportunities and for general corporate purposes.

Agreement with Apple Inc.

On July 14, 2025, the Company entered into a definitive, long-term supply agreement with Apple for the development, manufacture, and supply of magnets from the Company’s Independence Facility, as well as the development and installation of scaled recycling capabilities at Mountain Pass to produce the contained rare earths from post-industrial and post-consumer recycled rare earth feedstocks. In connection with the agreement, and subject to achieving specified milestones, Apple agreed to make prepayments in the aggregate amount of $200 million for the purchase of magnets from the Company.

Public-Private Partnership with U.S. Department of Defense

On July 9, 2025, the Company entered into definitive agreements (collectively, the “DoD Transaction Agreements”) establishing a transformational public-private partnership with the DoD to accelerate the development of a fully integrated domestic rare earth magnet supply chain and to reduce reliance on foreign imports (the “DoD Transactions”). The DoD Transactions consist of a comprehensive, long-term package of commitments from the DoD, including equity investments, loan financing, purchase commitments, and pricing support. The key terms of the DoD Transactions are as follows:

•Convertible Preferred Equity and Warrant: The DoD purchased $400 million of a newly-created series of the Company’s convertible preferred stock and received a warrant to purchase up to approximately 11.2 million additional shares of the Company’s common stock. The initial conversion and exercise price for the preferred shares and warrant is $30.03 per share. The warrant is exercisable for a period of 10 years. Upon full conversion and exercise, the DoD would hold approximately 15% of the Company’s outstanding common stock (on an as-converted and as-exercised basis as of July 9, 2025).

•10-Year NdPr Price Floor Commitment: The DoD committed to a 10-year price floor of $110 per kilogram for the Company’s NdPr products beginning in the fourth quarter of 2025, providing earnings stability and mitigating market price volatility.

•10-Year Magnet Offtake Agreement: The DoD agreed to ensure (i) that 100% of the magnets produced at the Company’s planned 10X Magnet Manufacturing Facility (“10X Facility”) will be purchased by the DoD, or another third party with the DoD’s consent, for a period of 10 years following the facility’s commissioning and (ii) that the 10X Facility will generate at least $140 million of EBITDA (as defined in the offtake agreement with the DoD) on an annual basis, adjusted 2% annually beginning 2026.

•Loan Financing: The Company received $150 million in loan proceeds from the DoD, which will support the expansion of heavy rare earth separation capabilities at Mountain Pass.

•Debt Commitment for Facility Construction: JPMorgan Chase Funding Inc. and Goldman Sachs Bank USA have issued a commitment letter to provide up to $1.0 billion in financing for the construction of the 10X Facility. The commitment was subsequently reduced by the amount of the net proceeds from the Offering.

One Big Beautiful Bill Act

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law. Among other provisions, the OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act and the phase-out of the 45X Credit by 2034. The Company is currently evaluating the impact of the OBBBA on its unaudited Condensed Consolidated Financial Statements, and the results of such evaluations will be reflected in the Company’s Form 10-Q for the three and nine months ended September 30, 2025, the periods in which the OBBBA was enacted.