---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-25-157310"
form_type: "8-K"
ticker: "MP"
cik: "0001801368"
company_name: "MP Materials Corp. / DE"
filed_at: "2025-07-10T23:59:59+00:00"
generated_at: "2026-05-18T08:47:08.469145+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# MP Materials and DoD form $900M+ public-private partnership for rare earth magnet supply chain

## Summary
- DoD invests $400M in Series A Preferred Stock (7% PIK dividend) with up to $350M additional equity and a $150M loan for samarium separation.
- 10-year price floor on NdPr at $110/kg and 10-year offtake for all magnets from the new 10X Facility; 10X Facility targets $140M+ annual EBITDA.
- Company secured $1B+ committed debt financing from JPMorgan and Goldman Sachs for the 10X Facility and other projects.
- Company will use up to $600M of existing cash; share buyback terminated; Shenghe offtake agreement ended (expires Jan 2026, not renewed).
- DoD receives warrant for 11.2M shares at $30.03; convertible preferred initially represents ~15% of outstanding common stock.

## SEC filing metadata
- accession: 0001193125-25-157310
- form_type: 8-K
- ticker: MP
- cik: 0001801368
- company_name: MP Materials Corp. / DE
- filed_at: 2025-07-10T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 3.03, 5.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1801368/000119312525157310/0001193125-25-157310-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1801368/000119312525157310/d43796d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-157310
- JSON: https://secwatch.observer/filing/0001193125-25-157310.json
- Plain text: https://secwatch.observer/filing/0001193125-25-157310.txt

## Key facts
- Debt Financings
  MP Materials Corp. / DE incurred loan of $150,000,000 with Department of Defense at 10-year treasury bond yield plus 1.0% maturing 12 years.
  - Instrument: loan
  - Principal: $150,000,000
  - Counterparty: Department of Defense
  - Rate: 10-year treasury bond yield plus 1.0%
  - Maturity: 12 years
  - Event: incurrence
  source text: the Department of Defense agreed to extend the Samarium Project Loan to the Company and the Company agreed to accept such loan no later than 30 days after the Effective Date (subject to extension if mutually agreed between the Department of Defense and the Company). The Samarium Project Loan will be in the aggregate principal amount of $150,000,000, pursuant to an unsecured Promissory Note to be entered into by the Company with the Department of Defense. The applicable interest rate upon incurrence will be based on the 10-year treasury bond yield plus 1.0%, payable on the first calendar day of each quarter. The Company may repay the Samarium Project Loan at any time, and the term of the Promissory Note is 12 years.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1801368/000119312525157310/0001193125-25-157310-index.htm
- Governance Changes
  MP Materials Corp. / DE: Filing of Certificate of Designations establishing Series A Preferred Stock, effective upon filing with Delaware Secretary of State.
  - Change: charter amendment
  source text: On the Closing Date, the Company will file the Certificate of Designations with the Secretary of State of the State of Delaware to establish and fix the terms of the Series A Preferred Stock. The Certificate of Designations will become effective upon filing.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1801368/000119312525157310/0001193125-25-157310-index.htm

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