MP Materials 2026年季度报告

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March31, 2026 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 MP MATERIALS CORP. (Exact name of registrant as specified in its charter) (I.R.S. EmployerIdentification No.) (State or other jurisdiction ofincorporation or organization) 1700 S. Pavilion Center Drive, Suite 800Las Vegas,Nevada 89135(702) 844-6111 Securities registered pursuant to Section 12(b) of the Act: 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 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days. Yes☑No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-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 an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. Large accelerated filer☑Accelerated filer☐Non-accelerated filer☐Smaller reportingcompany☐Emerging growthcompany 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 new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☑ MP MATERIALS CORP. AND SUBSIDIARIESTABLE OF CONTENTS PART I—FINANCIAL INFORMATION Item 1. Financial StatementsCondensed Consolidated Balance Sheets (unaudited)Condensed Consolidated Statements of Operations (unaudited)Condensed Consolidated Statements of Comprehensive Loss (unaudited)Condensed Consolidated Statements of Changes in Redeemable Preferred Stock and Stockholders’ Equity(unaudited)Condensed Consolidated Statements of Cash Flows (unaudited)Notes to Condensed Consolidated Financial Statements (unaudited)Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and Procedures PART II—OTHER INFORMATION Item 1. Legal ProceedingsItem 1A. Risk FactorsItem 4. Mine Safety DisclosuresItem 5. Other InformationItem 6. ExhibitsSignatures References herein to the “Company,” “MP Materials,” “we,” “our,” and “us,” refer to MP Materials Corp. and its subsidiaries. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements included in this Quarterly Report on Form 10-Q for the three months ended March31, 2026 (this “Form 10-Q”), that are not historical facts are forward-looking statements under Section 27A of the Securities Act of 1933, as amended, andSection 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by the use of thewords such as “estimate,” “plan,” “shall,” “may,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “will,”“target,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Theseforward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial andperformance metrics and projections of market opportunity. These statements are based on various assumptions, whether or notidentified in this Form 10-Q or our Annual Report on Form 10-K for the year ended December31, 2025 (the “Form 10-K”), and on thecurrent expectations of our management and are not predictions of actual performance. These forward-looking statements are providedfor illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance,a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict andwill differ from assumptions. Many actual events and circumstances are beyond our control. These forward-looking statements are subject to a number of risks and uncertainties, including: •the heightened significance of the development of the Company’s midstream and downstream operations, includingramping its separation capabilities, and its ability to vertically integrate its value chain;•risks re