8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 20, 2024

MP MATERIALS CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-39277	84-4465489
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1700 S. Pavilion Center Drive, Suite 800

Las Vegas, Nevada 89135

(Address of principal executive offices and Zip Code)

(702) 844-6111

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value of $0.0001 per share	MP	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.    Other Events.

Irrevocable Election of Settlement of the 2026 Notes

On March 20, 2024, the MP Materials Corp. (the “Company”) provided a written notice to the trustee and the noteholders of the 0.25% Convertible Senior Notes due 2026 (the “2026 Notes”) that it has irrevocably elected to fix the settlement method for all conversions that may occur subsequent to March 20, 2024, to a combination of cash and shares of Common Stock with the specified dollar amount per $1,000 principal amount of the 2026 Notes of $1,000. As a result, for any subsequent conversions of 2026 Notes, a converting noteholder will receive (i) up to $1,000 in cash per $1,000 principal amount of the 2026 Notes and (ii) shares of Common Stock for any conversion consideration in excess of $1,000 per $1,000 principal amount of the 2026 Notes converted.

The foregoing description of the notice does not purport to be complete and is qualified in its entirety by reference to the complete text of the notice, a copy of which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits

The following exhibits are filed as part of this Current Report on Form 8-K:

Exhibit Number	Description
99.1	Notice to Trustee and Noteholders
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MP MATERIALS CORP.
Date: March 22, 2024	By:	/s/ Elliot D. Hoops
		Name: Elliot D. Hoops
		Title: General Counsel and Secretary

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EX-99.1

Exhibit 99.1

SETTLEMENT METHOD ELECTION NOTICE

MP Materials Corp.

0.25% Convertible Senior Notes due 2026

CUSIP 553368 AA9

March 20, 2024

U.S. Bank Trust Company, National Association

60 Livingston Ave

Saint Paul, MN 55107

Attn: Corporate Trust Administrator for MP Materials Corp.

AND

Holders of MP Materials Corp.’s 0.25% Convertible Senior Notes due 2026

Re: Election of Settlement Method

Reference is hereby made to the Indenture (the “Indenture”), dated as of March 26, 2021, between MP Materials Corp. (the “Company”) and U.S. Bank Trust Company, National Association (as successor in intertest to U.S. Bank National Association), as Trustee, relating to the 0.25% Convertible Senior Notes due 2026 (the “Notes”) of the Company. Capitalized terms used but not defined herein have the meanings given to such terms in the Indenture. Pursuant to Section 14.02(a)(vi) of the Indenture, the Company hereby irrevocably elects Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes equal to $1,000, with respect to any Conversion Dates occurring on or after the date hereof.

Sincerely,

MP MATERIALS CORP.

By: /s/ Elliot D. Hoops

Name: Elliot D. Hoops

Title: General Counsel and Secretary

XML

Cover	Mar. 20, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Mar. 20, 2024
Entity Registrant Name	MP Materials Corp. / DE
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39277
Entity Tax Identification Number	84-4465489
Entity Address, Address Line One	1700 S. Pavilion Center Drive, Suite 800
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89135
City Area Code	702
Local Phone Number	844-6111
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value of $0.0001 per share
Trading Symbol	MP
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001801368
Amendment Flag	false