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 ~~The~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): February 26, 2026

Date of Report (Date of earliest event reported): November 19, 2025

MP MATERIALS CORP.

(Exact name of registrant as specified in its charter)

Delaware

~~001-39277~~

~~84-4465489~~

001-39277

84-4465489

(State or other jurisdictionof incorporation)

(Commission File Number)

(IRS EmployerIdentification No.)

(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		~~TradingSymbol(s)~~	Trading Symbol(s)	~~Name of each exchangeon which registered~~		Name of each exchange on which registered
Common Stock, par value of $0.0001 per share		MP	MP	~~New York Stock Exchange~~		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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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 2.0102 Results ~~Other~~of ~~Events.~~Operations and Financial Condition.

On ~~November~~February 1926, ~~2025~~2026, MP Materials Corp. (the “Company”) issued a press release ~~that~~announcing itits ~~has~~financial ~~partnered~~results ~~with~~for the ~~U.S.~~three ~~Department~~months ofand ~~War~~year ~~(“DOW”)~~ended ~~to establish a strategic joint venture with Maaden~~December 31, ~~Saudi Arabia’s flagship mining company, to develop a rare earth refinery in the Kingdom of Saudi Arabia~~2025. ~~This agreement follows the historic critical minerals cooperation framework agreement reached between the United States and the Kingdom of Saudi Arabia.~~

A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference in this Item 82.0102.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains certain statements that are not historical facts and are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “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, including statements related to the joint venture between the Company, U.S. Department of War and Maaden to develop a rare earth refinery in the Kingdom of Saudi Arabia. These forward-looking statements are subject to a number of risks and uncertainties, including risks relating to (i) the parties ability to enter in to definitive agreements establishing a joint venture for the purposes of constructing and operating a rare earth refinery in the Kingdom of Saudi Arabia, (ii) the timing and achievement of expected business milestones related to the joint venture, (iii) heightened scrutiny associated with government partnerships and contracts, including the availability of funding now and in the future, and (iv) those risk factors discussed in the Company’s filings with the Securities and Exchange Commission, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed by the Company with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.

(d) ~~Exhibits~~ Exhibits.

Exhibit Number	Description
Exhibit No.		Description
99.1	~~Press Release, dated November 19, 2025.~~	Press release dated February 26, 2026.
104	~~Cover Page Interactive Data File (formatted as inline XBRL).~~	Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~SIGNATURE~~ 2

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

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


Date: February 26, 2026	MP Materials Corp.

	By:	/s/ Elliot D. Hoops
		Elliot D. Hoops
		General Counsel and Secretary

Dated: November 19, 2025

MP MATERIALS CORP.

/s/ Elliot D. Hoops

Elliot D. Hoops

General Counsel and Secretary

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