MP 10-Q report for 2026-03-31

MP 10-Q report for 2026-03-31 mp-20260331 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 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) Delaware 84-4465489 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1700 S. Pavilion Center Drive, Suite 800 Las Vegas ,  Nevada 89135 ( 702 ) 844-6111 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during 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 filing requirements 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 of Regulation 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 an emerging 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 new or revised 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 ☑ As of April 30, 2026, the number of shares of the registrant’s common stock outstanding was 178,022,198 . MP MATERIALS CORP. AND SUBSIDIARIES TABLE OF CONTENTS Page PART I—FINANCIAL INFORMATION Item 1. Financial Statements 1 Condensed Consolidated Balance Sheets (unaudited) 1 Condensed Consolidated Statements of Operations (unaudited) 2 Condensed Consolidated Statements of Comprehensive Loss (unaudited) 3 Condensed Consolidated Statements of Changes in Redeemable Preferred Stock and Stockholders’ Equity (unaudited) 4 Condensed Consolidated Statements of Cash Flows (unaudited) 5 Notes to Condensed Consolidated Financial Statements (unaudited) 6 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 28 Item 3. Quantitative and Qualitative Disclosures About Market Risk 44 Item 4. Controls and Procedures 44 PART II—OTHER INFORMATION Item 1. Legal Proceedings 44 Item 1A. Risk Factors 44 Item 4. Mine Safety Disclosures 44 Item 5. Other Information 44 Item 6. Exhibits 45 Signatures 46 i T able of Contents 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 March 31, 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, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by the use of the words 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. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this Form 10-Q or our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”), and on the current expectations of our management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 28 Item 3. Quantitative and Qualitative Disclosures About Market Risk 44 Item 4. Controls and Procedures 44 PART II—OTHER INFORMATION Item 1. Legal Proceedings 44 Item 1A. Risk Factors 44 Item 4. Mine Safety Disclosures 44 Item 5. Other Information 44 Item 6. Exhibits 45 Signatures 46 i T able of Contents 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 March 31, 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, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by the use of the words 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. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this Form 10-Q or our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”), and on the current expectations of our management and are not predictions of actual performance. These forward-looking statements are provided for 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 and will 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, including ramping its separation capabilities, and its ability to vertically integrate its value chain; • risks related to the funding of and support for the DoW Transactions (as defined in Note 1 , “Description of Business and Basis of Presentation” ), to challenges thereto and to the Company’s ability, as needed, to obtain additional or replacement funding on terms acceptable to it or at all; • risks related to certain restrictions imposed on the Company as a result of the affirmative and negative covenants contained in the DoW Transaction Agreements (as defined in Note 1 , “Description of Business and Basis of Presentation” ); • risks related to the Company’s ability to meet obligations of its long-term agreements with General Motors Company (NYSE: GM) (“GM”) and Apple Inc. (NASDAQ: AAPL) (“Apple”), including risks related to its ability to develop, construct and scale its facilities, technology and production; • risks related to fluctuations in the pricing, cost of production, and volume of the magnets to be produced under its agreements, and the risk that the Company’s estimate of the magnitude and timing of revenues from the agreements will not be realized; • risks related to changes in trade policy in the United States, China or other countries, including the implementation of new tariffs, and any material adverse impact on the Company’s business and results of operations as a result of these changes in trade policy; • risks related to the increased importance of markets outside of China and the Company’s ability to sell additional rare earth products in these markets; • recent and future volatility in the trading price of the Company’s common stock; • fluctuations and uncertainties related to demand for and pricing of rare earth products; • uncertainties regarding the growth of existing and emerging uses for rare earth products and the Company’s ability to compete with substitutions for such products; • the intense competition within the rare earth mining and processing and magnetics industries; • uncertainties relating to significant political, trade, and regulatory developments; • unanticipated costs or delays associated with the Independence Facility, the 10X Facility, and other future magnetics facilities; • risks associated with the Company’s intellectual property rights, including uncertainties related to the Company’s ability to obtain any intellectual property rights or licenses of intellectual property rights to produce certain neodymium-iron-boron (“NdFeB”) magnets and precursor products; • uncertainties related to the Company’s ability to produce and supply NdFeB magnets and precursor products; • the ability to convert current commercial discussions with customers for the sale of rare earth oxide and metal products, NdFeB magnets and other products into contracts; ii T able of Contents • lower production volumes at the Mountain Pass Rare Earth Mine and Processing Facility or the Independence Facility due to power outages and interruptions, diminished access to water, equipment failure, spare parts or raw materials shortages, or process performance; • the ability to safely recommission and operate the Company’s currently idle chlor-alkali facility; • increasing costs or limited access to raw materials that may adversely affect the Company’s profitability; • fluctuations in transportation costs or disruptions in transportation services; • inability to meet individual customer specifications; • uncertainty in the Company’s estimates of rare earth mineral reserves; • risks associated with work stoppages; • loss of key personnel or the inability to attract and retain skilled employees; • risks associated with the inherent dangers involved in mining activity and manufacturing of magnet materials; • risks associated with events outside of the Company’s control, such as natural disasters, climate change, wars or health epidemics or pandemics; • risks related to technology systems and security breaches; • ability to maintain satisfactory labor relations; • ability to comply with various government regulations that are applicable to the Company’s business; • ability to maintain governmental licenses, registrations, permits, and approvals with numerous governmental agencies necessary for the Company to operate its business; • risks relating to extensive and costly environmental regulatory requirements; • risks associated with the terms and covenants of the Company’s credit agreement; • risks associated with the terms of the Company’s convertible debt securities and related options or other hedging arrangements; and • the other factors described elsewhere in this Form 10-Q, included under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 1A, “Risk Factors” or as described in our Form 10-K, or as described in the other documents and reports we file with the Securities and Exchange Commission (the “SEC”). If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this Form 10-Q are more fully described within Part II, Item 1A, “Risk Factors” in this Form 10-Q and Part I, Item 1A, “Risk Factors” in our Form 10-K. Such risks are not exhaustive. New risk factors emerge from time to time, and it is not possible to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, statements of belief and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us, as applicable, as of the date of this Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements. iii T able of Contents PART I—FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS MP MATERIALS CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (U.S. dollars in thousands, except share and per share data) March 31, 2026 December 31, 2025 Assets Current assets Cash and cash equivalents $ 886,277 $ 1,166,011 Short-term investments 852,058 664,275 Total cash, cash equivalents and short-term investments 1,738,335 1,830,286 Trade accounts receivable, net of allowance for credit losses of $ 0 and $ 0 , respectively 47,291 14,642 Other receivables 71,981 132,042 Inventories 169,192 171,560 Prepaid expenses and other current assets 20,104 17,271 Total current assets 2,046,903 2,165,801 Non-current assets Property, plant and equipment, net 1,434,231 1,369,817 Inventories 96,454 80,539 Price protection agreement upfront asset, net 198,503 209,668 Other non-current assets 64,112 38,335 Total non-current assets 1,793,300 1,698,359 Total assets $ 3,840,203 $ 3,864,160 Liabilities, redeemable preferred stock and stockholders’ equity Current liabilities Accounts and construction payable $ 32,988 $ 36,655 Accrued liabilities 99,412 95,086 Current portion of long-term debt 67,499 67,411 Deferred revenue 62,062 74,301 Other current liabilities 23,291 25,596 Total current liabilities 285,252 299,049 Non-current liabilities Long-term debt, net of current portion 932,942 931,330 Deferred revenue 77,849 83,889 Deferred government grant 24,523 22,101 Deferred investment tax credit 36,262 26,860 Deferred income taxes 35,231 51,558 Other non-current liabilities 67,386 57,005 Total non-current liabilities 1,174,193 1,172,743 Total liabilities 1,459,445 1,471,792 Commitments and contingencies ( Note 11 ) Redeemable preferred stock: Series A cumulative perpetual convertible preferred stock ($ 0.0001 par value, 400,000 shares authorized, issued and outstanding as of March 31, 2026, and December 31, 2025, respectively; aggregate liquidation preference of $ 420,725 and $ 413,489 as of March 31, 2026 and December 31, 2025, respectively) 413,611 413,611 Stockholders’ equity: Preferred stock, undesignated ($ 0.0001 par value, 49,600,000 shares authorized as of March 31, 2026, and December 31, 2025, respectively, zero issued and outstanding in either period) — — Common stock ($ 0.0001 par value, 450,000,000 shares authorized, 192,919,450 and 192,607,429 shares issued, and 177,669,668 and 177,357,647 shares outstanding, as of March 31, 2026, and December 31, 2025, respectively) 19 19 Additional paid-in capital 1,967,757 1,970,970 Retained earnings 226,460 234,428 Accumulated other comprehensive income (loss) ( 42 ) 387 Treasury stock, at cost, 15,249,782 shares for both periods ( 227,047 ) ( 227,047 ) Total stockholders’ equity 1,967,147 1,978,757 Total liabilities, redeemable preferred stock and stockholders’ equity $ 3,840,203 $ 3,864,160 See accompanying notes to the Condensed Consolidated Financial Statements. 1 T able of Contents MP MATERIALS CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the three months ended March 31, (U.S. dollars in thousands, except share and per share data) 2026 2025 Revenue (including related party) $ 90,649 $ 60,810 Price protection agreement income 42,273 — Operating costs and expenses: Cost of sales (excluding depreciation, depletion and amortization) (including related party) 74,245 48,831 Selling, general and administrative 33,640 24,166 Depreciation, depletion and amortization 32,137 21,384 Start-up costs 5,889 976 Advanced projects and development 1,905 474 Other operating costs and expenses (income), net 9,228 ( 243 ) Total operating costs and expenses, net 157,044 95,588 Operating loss ( 24,122 ) ( 34,778 ) Interest expense, net ( 9,846 ) ( 7,615 ) Other income, net 20,326 15,218 Loss before income taxes ( 13,642 ) ( 27,175 ) Income tax benefit 5,674 4,527 Net loss $ ( 7,968 ) $ ( 22,648 ) Loss per common share: Basic $ ( 0.04 ) $ ( 0.14 ) Diluted $ ( 0.04 ) $ ( 0.14 ) Weighted-average shares outstanding: Basic 178,019,549 163,764,345 Diluted 178,019,549 163,764,345 See accompanying notes to the Condensed Consolidated Financial Statements. 2 T able of Contents MP MATERIALS CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) For the three months ended March 31, (U.S. dollars in thousands) 2026 2025 Net loss $ ( 7,968 ) $ ( 22,648 ) Other comprehensive loss, net of tax: Change in net unrealized losses on available-for-sale securities and other ( 429 ) ( 174 ) Total comprehensive loss $ ( 8,397 ) $ ( 22,822 ) See accompanying notes to the Condensed Consolidated Financial Statements. 3 T able of Contents MP MATERIALS CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE PREFERRED STOCK AND Item 1A. Risk Factors 44 Item 4. Mine Safety Disclosures 44 Item 5. Other Information 44 Item 6. Exhibits 45 Signatures 46 i T able of Contents 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 March 31, 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, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by the use of the words 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. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this Form 10-Q or our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”), and on the current expectations of our management and are not predictions of actual performance. These forward-looking statements are provided for 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 and will 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, including ramping its separation capabilities, and its ability to vertically integrate its value chain; • risks related to the funding of and support for the DoW Transactions (as defined in Note 1 , “Description of Business and Basis of Presentation” ), to challenges thereto and to the Company’s ability, as needed, to obtain additional or replacement funding on terms acceptable to it or at all; • risks related to certain restrictions imposed on the Company as a result of the affirmative and negative covenants contained in the DoW Transaction Agreements (as defined in Note 1 , “Description of Business and Basis of Presentation” ); • risks related to the Company’s ability to meet obligations of its long-term agreements with General Motors Company (NYSE: GM) (“GM”) and Apple Inc. (NASDAQ: AAPL) (“Apple”), including risks related to its ability to develop, construct and scale its facilities, technology and production; • risks related to fluctuations in the pricing, cost of production, and volume of the magnets to be produced under its agreements, and the risk that the Company’s estimate of the magnitude and timing of revenues from the agreements will not be realized; • risks related to changes in trade policy in the United States, China or other countries, including the implementation of new tariffs, and any material adverse impact on the Company’s business and results of operations as a result of these changes in trade policy; • risks related to the increased importance of markets outside of China and the Company’s ability to sell additional rare earth products in these markets; • recent and future volatility in the trading price of the Company’s common stock; • fluctuations and uncertainties related to demand for and pricing of rare earth products; • uncertainties regarding the growth of existing and emerging uses for rare earth products and the Company’s ability to compete with substitutions for such products; • the intense competition within the rare earth mining and processing and magnetics industries; • uncertainties relating to significant political, trade, and regulatory developments; • unanticipated costs or delays associated with the Independence Facility, the 10X Facility, and other future magnetics facilities; • risks associated with the Company’s intellectual property rights, including uncertainties related to the Company’s ability to obtain any intellectual property rights or licenses of intellectual property rights to produce certain neodymium-iron-boron (“NdFeB”) magnets and precursor products; • uncertainties related to the Company’s ability to produce and supply NdFeB magnets and precursor products; • the ability to convert current commercial discussions with customers for the sale of rare earth oxide and metal products, NdFeB magnets and other products into contracts; ii T able of Contents • lower production volumes at the Mountain Pass Rare Earth Mine and Processing Facility or the Independence Facility due to power outages and interruptions, diminished access to water, equipment failure, spare parts or raw materials shortages, or process performance; • the ability to safely recommission and operate the Company’s currently idle chlor-alkali facility; • increasing costs or limited access to raw materials that may adversely affect the Company’s profitability; • fluctuations in transportation costs or disruptions in transportation services; • inability to meet individual customer specifications; • uncertainty in the Company’s estimates of rare earth mineral reserves; • risks associated with work stoppages; • loss of key personnel or the inability to attract and retain skilled employees; • risks associated with the inherent dangers involved in mining activity and manufacturing of magnet materials; • risks associated with events outside of the Company’s control, such as natural disasters, climate change, wars or health epidemics or pandemics; • risks related to technology systems and security breaches; • ability to maintain satisfactory labor relations; • ability to comply with various government regulations that are applicable to the Company’s business; • ability to maintain governmental licenses, registrations, permits, and approvals with numerous governmental agencies necessary for the Company to operate its business; • risks relating to extensive and costly environmental regulatory requirements; • risks associated with the terms and covenants of the Company’s credit agreement; • risks associated with the terms of the Company’s convertible debt securities and related options or other hedging arrangements; and • the other factors described elsewhere in this Form 10-Q, included under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 1A, “Risk Factors” or as described in our Form 10-K, or as described in the other documents and reports we file with the Securities and Exchange Commission (the “SEC”). If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this Form 10-Q are more fully described within Part II, Item 1A, “Risk Factors” in this Form 10-Q and Part I, Item 1A, “Risk Factors” in our Form 10-K. Such risks are not exhaustive. New risk factors emerge from time to time, and it is not possible to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary s Results of Operations 28 Item 3. Quantitative and Qualitative Disclosures About Market Risk 44 Item 4. Controls and Procedures 44 PART II—OTHER INFORMATION Item 1. Legal Proceedings 44 Item 1A. Risk Factors 44 Item 4. Mine Safety Disclosures 44 Item 5. Other Information 44 Item 6. Exhibits 45 Signatures 46 i T able of Contents 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 March 31, 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, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by the use of the words 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. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this Form 10-Q or our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”), and on the current expectations of our management and are not predictions of actual performance. These forward-looking statements are provided for 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 and will 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, including ramping its separation capabilities, and its ability to vertically integrate its value chain; • risks related to the funding of and support for the DoW Transactions (as defined in Note 1 , “Description of Business and Basis of Presentation” ), to challenges thereto and to the Company’s ability, as needed, to obtain additional or replacement funding on terms acceptable to it or at all; • risks related to certain restrictions imposed on the Company as a result of the affirmative and negative covenants contained in the DoW Transaction Agreements (as defined in Note 1 , “Description of Business and Basis of Presentation” ); • risks related to the Company’s ability to meet obligations of its long-term agreements with General Motors Company (NYSE: GM) (“GM”) and Apple Inc. (NASDAQ: AAPL) (“Apple”), including risks related to its ability to develop, construct and scale its facilities, technology and production; • risks related to fluctuations in the pricing, cost of production, and volume of the magnets to be produced under its agreements, and the risk that the Company’s estimate of the magnitude and timing of revenues from the agreements will not be realized; • risks related to changes in trade policy in the United States, China or other countries, including the implementation of new tariffs, and any material adverse impact on the Company’s business and results of operations as a result of these changes in trade policy; • risks related to the increased importance of markets outside of China and the Company’s ability to sell additional rare earth products in these markets; • recent and future volatility in the trading price of the Company’s common stock; • fluctuations and uncertainties related to demand for and pricing of rare earth products; • uncertainties regarding the growth of existing and emerging uses for rare earth products and the Company’s ability to compete with substitutions for such products; • the intense competition within the rare earth mining and processing and magnetics industries; • uncertainties relating to significant political, trade, and regulatory developments; • unanticipated costs or delays associated with the Independence Facility, the 10X Facility, and other future magnetics facilities; • risks associated with the Company’s intellectual property rights, including uncertainties related to the Company’s ability to obtain any intellectual property rights or licenses of intellectual property rights to produce certain neodymium-iron-boron (“NdFeB”) magnets and precursor products; • uncertainties related to the Company’s ability to produce and supply NdFeB magnets and precursor products; • the ability to convert current commercial discussions with customers for the sale of ra

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