---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-24-062495"
form_type: "8-K"
ticker: "MP"
cik: "0001801368"
company_name: "MP Materials Corp. / DE"
filed_at: "2024-03-08T23:59:59+00:00"
generated_at: "2026-06-05T00:41:26.594213+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# MP Materials closes $747.5M 3.00% convertible note offering; repurchases shares and 2026 notes

## Summary
- Issued $747.5M aggregate principal of 3.00% Convertible Senior Notes due 2030 at 100% of par.
- Entered capped call transactions covering ~34.4M shares with initial strike ~$21.74 and cap ~$31.06 to reduce dilution.
- Used ~$191.6M of proceeds to repurchase 12.3M shares at $15.53 per share in private transactions.
- Used ~$358.4M to repurchase $400M aggregate principal of its 0.25% green convertible notes due 2026.
- Net proceeds of ~$731.1M after discounts and costs; remaining funds for general corporate purposes.

## SEC filing metadata
- accession: 0001193125-24-062495
- form_type: 8-K
- ticker: MP
- cik: 0001801368
- company_name: MP Materials Corp. / DE
- filed_at: 2024-03-08T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1801368/000119312524062495/0001193125-24-062495-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1801368/000119312524062495/d690906d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-062495
- JSON: https://secwatch.observer/filing/0001193125-24-062495.json
- Plain text: https://secwatch.observer/filing/0001193125-24-062495.txt

## Key facts
- Debt Financings
  MP Materials Corp. / DE incurred convertible notes of $650.0 million aggregate principal amount at 3.00% maturing due 2030.
  - Instrument: convertible notes
  - Principal: $650.0 million aggregate principal amount
  - Rate: 3.00%
  - Maturity: due 2030
  - Event: incurrence
  source text: On March 7, 2024, MP Materials Corp. (the “Company”) completed its previously disclosed private Rule 144A offering of $650.0 million aggregate principal amount of its 3.00% Convertible Senior Notes due 2030 (the “Base Notes”) at an issue price of 100%.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1801368/000119312524062495/0001193125-24-062495-index.htm
- Debt Financings
  MP Materials Corp. / DE incurred convertible notes of $97.5 million aggregate principal amount at 3.00% maturing due 2030.
  - Instrument: convertible notes
  - Principal: $97.5 million aggregate principal amount
  - Rate: 3.00%
  - Maturity: due 2030
  - Event: incurrence
  source text: The Company granted the initial purchasers an option to purchase, for settlement within a 13-day period beginning on, and including, the date the Company first issued the Base Notes, up to an additional $97.5 million aggregate principal amount of notes, on the same terms and conditions (the “Additional Notes” and, together with the Base Notes, the “Notes”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1801368/000119312524062495/0001193125-24-062495-index.htm
- Debt Financings
  MP Materials Corp. / DE incurred convertible notes of $747.5 million aggregate principal amount of Notes at 3.00% maturing due 2030.
  - Instrument: convertible notes
  - Principal: $747.5 million aggregate principal amount of Notes
  - Rate: 3.00%
  - Maturity: due 2030
  - Event: incurrence
  source text: On March 6, 2024, the initial purchasers elected to exercise the option in full and a total of $747.5 million aggregate principal amount of Notes were issued on March 7, 2024.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1801368/000119312524062495/0001193125-24-062495-index.htm
- Material Agreements
  MP Materials Corp. / DE entered into Capped Call Transactions with certain financial institutions (collectively, the 'Counterparties') valued at approximately $65.3 million (effective 2024-03-04).
  - Action: entry
  - Counterparty: certain financial institutions (collectively, the 'Counterparties')
  - Value: approximately $65.3 million
  - Effective: 2024-03-04
  source text: On March 6, 2024, in connection with the Initial Purchasers’ exercise of their option to purchase the Additional Notes, the Company entered into privately negotiated additional capped call transactions (the “Additional Capped Call Transactions,” and together with the Base Capped Call Transactions, the “Capped Call Transactions”) with the Counterparties.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1801368/000119312524062495/0001193125-24-062495-index.htm
- Material Agreements
  MP Materials Corp. / DE entered into Indenture with U.S. Bank Trust Company, National Association (effective 2024-03-07).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: U.S. Bank Trust Company, National Association
  - Effective: 2024-03-07
  source text: The Company issued the Notes under an indenture, dated as of March 7, 2024 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1801368/000119312524062495/0001193125-24-062495-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.