MP Materials Corp-A 2024年度报告

(Mark One) ☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________Commission File Number 001-39277 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) Delaware84-4465489(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)1700 S. Pavilion Center Drive, Suite 800Las Vegas, Nevada 89135(Address of principal executive offices and zip code)(702) 844-6111(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☑ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☑ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes☑No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☑No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”in Rule 12b-2 of the Exchange Act. Large accelerated filer☑Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared orissued its audit report.☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation receivedby any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☑ As of June 30, 2024, the aggregate market value of the voting common stock held by non-affiliates of the registrant was approximately $1.8 billion. Suchaggregate market value was computed by reference to the closing price of the common stock as reported on the New York Stock Exchange on June 28, 2024.As of February 20, 2025, the number of shares of the registrant’s common stock outstanding was 163,442,217. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive 2025 proxy statement, anticipated to be filed with the Securities and Exchange Commission within 120 days after theend of the registrant’s fiscal year, are incorporated by reference into Part III of this Form 10-K. MP MATERIALS CORP. AND SUBSIDIARIESTABLE OF CONTENTS PART I Item 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety Disclosures PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities35Item 6. [Reserved]38Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations38Item 7A. Quantitative and Qualitative Disclosures About Market Risk58Item 8. Financial Statements and Supplementary Data60Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure102Item 9A. Controls and Procedures102Item 9B. Other Information102Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections103 PART III Item 10. Directors, Executive Officers and Corporate Governance103Item 11. Executive Co