To be held on June 14, 2022

NOTICE IS HEREBY GIVEN that the 20212022 Annual Meeting of stockholdersStockholders (the “Annual Meeting”) of MP Materials Corp., a Delaware corporation (the “Company”), will be held on Tuesday, June 15, 2021,14, 2022, at 10:30 a.m. Pacific Time. To increase access for all of our stockholders, the Annual Meeting will be online and a completely virtual meeting of stockholders. You may attend, vote and submit questions during the Annual Meeting via the live audio webcast on the Internet at www.virtualshareholdermeeting.com/MP2022. You will not be able to considerattend the following matters,Annual Meeting in person nor will there be any physical location.

Only stockholders of record at the close of business on April 18, 2022, are entitled to notice of, and to vote at, the Annual Meeting and any postponement or adjournment thereof. We are committed to ensuring our stockholders have the same rights and opportunities to participate in the Annual Meeting as more fullyif it had been held in a physical location. As further described in the proxy materials for the Annual Meeting, you are entitled to attend the Annual Meeting via the live audio webcast on the Internet at www.virtualshareholdermeeting.com/MP2022. While we encourage you to vote in advance of the Annual Meeting, you may also vote and submit questions relating to meeting matters during the Annual Meeting (subject to time restrictions). You may vote by telephone, Internet or mail prior to the Annual Meeting.

To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/MP2022, you must enter the 16-digit control number found next to the box with the arrow included on your Notice of Internet Availability of Proxy Statement accompanying this notice:

On or about April 29, 2022, we began mailing to ongoing public health concerns regardingcertain stockholders the Internet Notice containing instructions on how to access this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Annual Report”) and how to vote online. The Internet Notice, Proxy Statement and Annual Report are available at www.proxyvote.com.

				By order of the Board of Directors,
Las Vegas, Nevada
April 29, 2022				Elliot D. Hoops General Counsel and Secretary

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We are distributing our proxy materials because our Board is soliciting your proxy to vote at the Annual Meeting. This Proxy Statement summarizes the information you need to vote at the Annual Meeting. You do not need to attend the Annual Meeting to vote your shares.

Pursuant to SEC rules, we are providing access to our proxy materials via the Internet.Internet at www.proxyvote.com. Accordingly, we are sending an Internet Notice to all of our stockholders as of the record date.close of business on April 18, 2022 (the “Record Date”). All stockholders may access our proxy materials on the website referred to in the Internet Notice. You may also request to receive a printed set of the proxy materials. You can find instructions regarding how to access our proxy materials via the Internet and how to request a printed copy in the Internet Notice. Additionally, by following the instructions in the Internet Notice, you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We believe that these rules allow us to provide our stockholders with the information they need while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting.

Stockholders as of the record dateRecord Date (or their duly appointed proxy holder) may attend, vote and submit questions virtually atduring the Annual Meeting by logging in at http://www.virtualshareholdermeeting.com/MP2021.MP2022. To log in, stockholders (or their authorized representatives) will need the control number provided on their proxy card, voting instruction form or Internet Notice. If you are not a stockholder or do not have a control number, you may still access the meeting as a guest, but you will not be able to submit questions or vote at the meeting.

Stockholders as of the record dateRecord Date who attend and participate in our virtual Annual Meeting will have an opportunity to submit questions live via the Internet during a designated portion of the meeting. We also encourage you to submit questions in advance of the meeting until 11:59 p.m. Eastern Time the day before the Annual Meeting by going to www.proxyvote.com and logging in with your control number. During the meeting, we will spend up to 15 minutes answering stockholder questions that comply with the meeting rules of procedure. The rules of procedure, including the types of questions that will be accepted, will be posted on the Annual Meeting website. To ensure the orderly conduct of the Annual Meeting, we encourage you to submit questions in advance. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. Stockholders must have available their control number provided on their proxy card, voting instruction form or Internet Notice to ask questions during the meeting.

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during check-in or during the meeting,

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To ensure that proxies are received in time to be counted prior to the Annual Meeting, proxies submitted by Internet or by telephone should be received by 11:59 p.m. Eastern Time on the day before the Annual Meeting,June 13, 2022, and proxies submitted by mail should be received by the close of business on theJune 13, 2022 (the day prior to the date of the Annual Meeting.

If you hold your shares in more than one account, you will receive an Internet Notice or proxy card for each account. To ensure that all of your shares are voted, please complete, sign, date and return a proxy card for each account or use the Internet Notice or proxy card for each account to vote by Internet or by telephone. To ensure that all of your shares are represented at the Annual Meeting, we recommend that you vote every Internet Notice or proxy card that you receive.

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We have adopted a procedure approved by the SEC called “householding.” Under this procedure, we send only one Proxy Statement, Internet Notice and one annual reportAnnual Report to eligible stockholders who share a single address, unless we have received instructions to the contrary from any stockholder at that address. This practice is designed to eliminate duplicate mailings, conserve natural resources, and reduce our printing and mailing costs. Stockholders who participate in householding will continue to receive separate proxy cards.

If you share an address with another stockholder and receive only one set of proxy materials but would like to request a separate copy of these materials, please contact our mailing agent, Broadridge, by calling (866) 540-7095 or writing to Broadridge Householding departmentDepartment, 51 Mercedes Way, Edgewood, NY 11717, and an additional copy of proxy materials will be promptly delivered to you. Similarly, if you receive multiple copies of the proxy materials and would prefer to receive a single copy in the future, you may also contact Broadridge at the above telephone number or address. If you own shares through a bank, broker, or other nominee, you should contact the nominee concerning householding procedures.

We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting.

Our stockholders are entitled to present proposals for action at a forthcoming meeting if they comply with the requirements of our Amended and Restated Certificate of Incorporation,Charter, our Amended and Restated Bylaws, and the rules established by the SEC.

Under Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”), if you want us to include a proposal in the proxy materials for our 20222023 annual meeting of stockholders, we must receive the proposal at our executive offices at 6720 Via Austi Parkway, Suite 450, Las Vegas, Nevada 89119, no later than January 3,December 30, 2022,provided,however, that if the date of our 20222023 annual meeting of stockholders is more than 30 days before or after June 15, 2022,14, 2023, then the deadline to timely receive such material shall be a reasonable time before we begin to print and send our proxy materials.

Pursuant to our Amended and Restated Bylaws, a stockholder proposal of business submitted outside of the process established in Rule 14a-8 and nominations of directors must be received no earlier than the close of business on February 15, 2022,14, 2023, and not later than the close of business on March 17, 2022, 16, 2023,provided,however, that if the date of our 20222023 annual meeting of stockholders is more than 30 days before June 15, 2022,14, 2023, or more than 60 days after June 15, 2022,14, 2023, then such notice must be received nodelivered not earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which we first publicly announce the date of the 20222023 annual meeting of stockholders. All proposals submitted outside of the process established in Rule 14a-8 and nominations of directors must comply with the requirements set forth in our Amended and Restated Bylaws. Any proposal or nomination should be addressed to the attention of our Corporate Secretary, and we suggest that it be sent by certified mail, return receipt requested.

You may request additional copies, without charge, of this Proxy Statement and other proxy materials or ask questions about the Annual Meeting, the proposals, or the procedures for voting your shares by writing to our Corporate Secretary at 6720 Via Austi Parkway, Suite 450, Las Vegas, Nevada 89119, or by emailing our Investor Relations Group at ir@mpmaterials.com.

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In accordance with our Second Amended and Restated Charter, we have a classified Board, with two directors in Class I, three directors in Class II and two directors in Class III, with only one class of directors being elected in each year. At the Annual Meeting, our stockholders will vote on twothree Class III directors for a three-year term orand until the election and qualification of their respective successors in office, subject to theiror until such director’s earlier death, resignation or removal. Each of our other current directors will continue to serve as a director until the expiration of their respective terms and until the election and qualification of his or her successor, or until his or her earlier death, resignation or removal.

Our Board nominated James H. LitinskyConnie K. Duckworth, Maryanne R. Lavan, and Andrew A. McKnightGeneral (retired) Richard B. Myers for re-election to our Board as Class III directors at the Annual Meeting. Messrs. LitinskyMses. Duckworth and McKnightLavan and General Myers currently serve on our Board and have consented to be named in this Proxy Statement and have agreed to serve, if elected, until the 20242025 annual meeting of stockholders and until their successors have been duly elected and qualified or until their earlier death, resignation or removal.

The following table sets forth information with respect to our director nominees for election at the Annual Meeting and continuing directors:

Additional biographical descriptions of the nominees and continuing directors are set forth in the text below. These descriptions include the experience, qualifications, qualities and skills that led to the conclusion that each director should serve as a member of our Board at this time.

Our Board is divided into three classes of directors that serve staggered three-year terms. At each annual meeting of stockholders, a class of directors will beis elected for a three-year term to succeed the same class whose term is then expiring. As a result, only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms.

Each director’s term continues until its expiration and until the election and qualification of his or her successor, or his or her earlier death, resignation or removal. Our AmendedCharter and Restated Certificate of Incorporation and Amended and Restated Bylaws authorize only our Board to fill vacancies on our Board. AnyThe Board intends that any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of our Board may have the effect of delaying or preventing changes in control of our Company.

Our common stock is listed on the New York Stock Exchange (the “NYSE”). Under the rules of the NYSE, independent directors must comprise a majority of a listed company’s board of directors within a specified period of the completion of its initial public offering. In addition, the rules of the NYSE require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent. Under the rules of the NYSE, a director will only qualify as an “independent director” if in the opinion of that company’s board of directors, that person does not have adirector has no material relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Audit Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or (2) be an affiliated person of the listed company or any of its subsidiaries.

At least annually, our Board will evaluateevaluates all relationships between us and each director in light of relevant facts and circumstances for the purposes of determining whether a material relationship exists that might signal a potential conflict of interest or otherwise interfere with such director’s ability to satisfy his or her responsibilities as an independent director. Based on this evaluation, our Board will make an annual determination of whether each director is independent within the meaning of the independence standards of the NYSE and the SEC and our applicable Board committees.

Our Board has determined that each of Messrs. McKnight, Weisenburger and Gold, General Myers and Mses. Lavan and Duckworth qualifies as an “independent director” as defined under the rules of the NYSE. Mr. Litinsky, who serves as our Chairman and CEO, is not independent. Our Board also has determined that Mr. Weisenburger, and Mses. Duckworth and Lavan, who comprise our Audit Committee, Messrs. McKnight, Weisenburger and Gold, who comprise our Compensation Committee, and Mses. Duckworth and Lavan, and General Myers, who comprise our Nominating and Corporate Governance Committee, satisfy the independence standards for such committees established by the SEC and the rules of the NYSE, as applicable. In making such determinations, our Board considered the relationships that each such non-employee director has with our Company and all other facts and circumstances our Board deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director and any institutional stockholder with which he or she is affiliated.

Our Corporate Governance Guidelines provide the Board will determine the Board leadership structure in a manner that it determines to be in the best interests of the Company and its stockholders. The Chairman of the Board and CEO positions may, but need not be, filled by the same individual.

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As Presiding Director, Mr. Weisenburger as Lead Independent Director, withhas the following duties:

The Board is responsible for the oversight of risk, while management is responsible for the day-to-day management of risk. The Board, directly and through its committees, carries out its oversight role by regularly reviewing and discussing with management the risks inherent in the operation of our business and applicable risk mitigation efforts. Management meets regularly to discuss the Company’s business strategies, challenges, risks and opportunities and reviews those items with the Board at regularly scheduled meetings. The Compensation Committee is responsible for overseeing the management of risks relating to our compensation plans and arrangements, including whether the Company’s incentive compensation plans encourage excessive or inappropriate risk taking. The Audit Committee is responsible for overseeing our risk assessment and management processes related to, among other things, cybersecurity, environmental, social and governance (ESG) matters, our financial reports and record-keeping, major litigation and financial risk exposures and the steps management has taken to monitor and control such exposures. The Nominating and Corporate Governance Committee is responsible for risk oversight associated with corporate governance practices and the composition of our Board and its committees.

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Directors are expected to make every effort to attend all meetings of the Board and all meetings of the committees on which they serve. During fiscal 2020,2021, our Board met only once since the Business Combination, as defined below, was consummated in November 2020.had seven Board meetings. During fiscal 2020,2021, each member of our Board attended at least 75% of the aggregate of all Board and relevant Committee meetings held during the period in which such director served.

Each director is encouraged and generally expected to attend the Company’s annual meeting of stockholders. We completedEach of our initial public offering in May 2020 (the “IPO”) and we consummateddirectors attended the Business Combination in November 2020. As such, we did not have an annual meetingCompany’s 2021 Annual Meeting of stockholders in 2020.

Our Board has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The composition and responsibilities of each of the committees of our Board are described below. Copies of the charters of the committees, and our Corporate Governance Guidelines and our Code of Business Conduct and Ethics are available on the investor relations page of our website at https://investors.mpmaterials.com/.governance/governance-documents/default.aspx. The information in or accessible through our website is not incorporated into, and is not considered part of, this Proxy Statement. Members serve on these committees until their resignation or until otherwise determined by our Board. Our Board may establish other committees as it deems necessary or appropriate from time to time.

The following table provides membership and meeting information for 20202021 for each of these committees of our Board with directors marked with an asterisk (*) identified as committee chair:

Randall J. Weisenburger, Connie K. Duckworth, and Maryanne R. Lavan are the members of the Audit Committee. Mr. Weisenburger is the Chairman of the Audit Committee. Each proposed member of the Audit Committee qualifies as an independent director under the NYSE corporate governance standards and the independence requirements of

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Our Board has adopted Corporate Governance Guidelines, which provide the framework for our corporate governance along with our Amended and Restated Certificate of Incorporation, Amended and RestatedCharter, Bylaws, committee charters and other key governance practices and policies.

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The Company’s Audit Committee charter requires that the Audit Committee review on an ongoing basis and approve or disapprove all related person transactions that are required to be disclosed by Item 404 of Regulation S-K in accordance with the executive officerCompany’s Related Person Transaction Policy. The Company reviews all relationships and director compensation arrangements discussed in the section titled “Executive Compensation,” we describe below the transactions since January 1, 2019reported to which we have been a participant,it in which the amount involved in the transaction exceeds or will exceed the lesser of $120,000 or 1% of the average ofCompany and our total assets at year end for the last two completed fiscal year,directors and in which any of our directors, executive officers or holderstheir immediate family members or any person who is known by the Company to be the beneficial owner of more than 5%five percent (5%) of our capitalvoting stock or any immediate family member of, or person sharing the household with, any of these individuals, had or willare participants to determine whether such persons have a direct or indirect material interest.

At the consummation of the Business Combination (as defined below), the Company, theFortress Acquisition Sponsor LLC, a Delaware limited liability company, James H.Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust U/A/D,u/a/d 10/19/2011, JHL Capital Group LLC, JHL Capital Group Holdings One LLC, JHL Capital Group Holdings Two LLC, Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue

Amended and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement signed prior to the Closing Date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

We entered into an amended and restated offtake agreement with Shenghe Resources (Singapore) International Trading Pte. Ltd., an affiliate of Shenghe Resources Holding Co., Ltd. and Leshan Shenghe on May 19, 2020 (the “A&R Offtake Agreement”). As of the Record Date, Shenghe Resources Holding Co., which, upon effectiveness, superseded

Under the A&R Offtake Agreement, will terminate when Shenghe has fullywas entitled to retain their gross profits from the sales of our products, and those gross profits were credited against the prepaid balance, which is money Shenghe advanced to us fund the restart of operations at the mine and additional operating and capital expenditures to bring Mountain

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The following table sets forth certain information relatingwith respect to the beneficial ownership of ourthe Company’s common stock as of April 23, 2021, referred to in the table below as the “Beneficial Ownership Date”:

Beneficial ownership is determined in accordance with the rulesRule 13d-3 of the SEC. In computing the numberExchange Act. Shares of shares beneficially owned by a person and the percentage ownership of that person, common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of the Beneficial Ownership DateApril 18, 2022, are deemed outstanding for purposes of computing the percentage beneficially owned by such holder, but are not deemed outstanding for purposes of computing the percentage ownership ofbeneficially owned by any other person. Percentage of beneficial ownership is based on 170,942,107 shares outstanding as of the Beneficial Ownership Date.