Mp Materials Corp. / De

(5) Pertains to the gain recognized on the repurchase of $480.0 million aggregate principal amount of our 0.25% unsecured senior convertible notes due 2026 (the 2026 Notes ) in March 2024.

SEC original ↗Mp Materials Corp. / De — Earnings release (8-K exhibit)EX-99Aug 7, 2025

(5) Pertains to the gain recognized on the repurchase of $480.0 million aggregate principal amount of our 2026 Notes in March 2024.

SEC original ↗Mp Materials Corp. / De — Earnings release (8-K exhibit)EX-99Aug 7, 2025

MP Materials defines Adjusted EBITDA as GAAP net income or loss before interest expense, net income tax expense or benefit and depreciation, depletion and amortization further adjusted to eliminate the impact of stock-based compensation expense initial start-up costs transaction-related and other costs accretion of asset retirement and environmental obligations gain or loss on disposals of long-lived assets gain or loss on early extinguishment of debt other income or loss and other items that management does not consider representative of our underlying operations.

SEC original ↗Mp Materials Corp. / De — Earnings release (8-K exhibit)EX-99Aug 7, 2025

MP Materials defines Adjusted Net Income (Loss) as GAAP net income or loss excluding the impact of stock-based compensation expense initial start-up costs transaction-related and other costs gain or loss on disposals of long-lived assets gain or loss on early extinguishment of debt and other items that management does not consider representative of our underlying operations adjusted to give effect to the income tax impact of such adjustments.

SEC original ↗Mp Materials Corp. / De — Earnings release (8-K exhibit)EX-99Aug 7, 2025

MP Materials defines Adjusted Diluted EPS as GAAP diluted earnings or loss per share excluding the per share impact, using adjusted diluted weighted-average shares outstanding as the denominator, of stock-based compensation expense initial start-up costs transaction-related and other costs gain or loss on disposals of long-lived assets gain or loss on early extinguishment of debt and other items that management does not consider representative of our underlying operations adjusted to give effect to the income tax impact of such adjustments.

SEC original ↗Mp Materials Corp. / De — Earnings release (8-K exhibit)EX-99Aug 7, 2025

2024-04, Induced Conversions of Convertible Debt Instruments ( ASU 2024-04 ), which clarifies the criteria for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion (as opposed to a debt extinguishment).

SEC original ↗Mp Materials Corp. / De — 10-Q Quarterly report10-QAug 7, 2026

The increases were partially offset by the decrease in rare earth concentrate revenues, impacted by the strategic decision to cease shipments of rare earth concentrate to China as well as by the ramp-up in midstream operations, as a significantly higher portion of rare earth oxide ( REO ) produced is refined and sold as NdPr oxide and metal.

SEC original ↗Mp Materials Corp. / De — Earnings release (8-K exhibit)EX-99Aug 7, 2025

Also impacting the comparison were higher selling, general, and administrative expenses in the current period due to higher legal costs and increased employee headcount to support our downstream expansion.

SEC original ↗Mp Materials Corp. / De — Earnings release (8-K exhibit)EX-99Aug 7, 2025

The increase was partially offset by a $12.5 million decrease in rare earth concentrate revenue due to a 54% decline in REO Sales Volumes impacted by the strategic decision to cease shipments of rare earth concentrate to China as well as by the ramp-up in midstream operations, where a significantly higher portion of REO produced was refined and sold as NdPr oxide and metal during the current year period.

SEC original ↗Mp Materials Corp. / De — Earnings release (8-K exhibit)EX-99Aug 7, 2025

customers changes in trade and other policies and priorities in U.

SEC original ↗Mp Materials Corp. / De — Earnings release (8-K exhibit)EX-99Aug 7, 2025

The products of the Company are sold globally, with a focus on accelerating the development of a U.

SEC original ↗Mp Materials Corp. / De — 10-Q Quarterly report10-QAug 7, 2026

(3) Pertains to legal, consulting, and advisory services, and other costs associated with specific transactions, including litigation matters, potential acquisitions, mergers, or other investments.

SEC original ↗Mp Materials Corp. / De — Earnings release (8-K exhibit)EX-99Aug 7, 2025

Such statements are all subject to risks, uncertainties and changes in circumstances that could significantly affect the Company s future financial results and business.

SEC original ↗Mp Materials Corp. / De — Earnings release (8-K exhibit)EX-99Aug 7, 2025

and foreign governments, including with respect to tariffs fluctuations, variability and uncertainty in demand and pricing in the market for rare earth products, including magnets volatility in the price of our common stock and those risk factors discussed in the Company s filings with the SEC, 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.

SEC original ↗Mp Materials Corp. / De — Earnings release (8-K exhibit)EX-99Aug 7, 2025

In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release may not occur.

SEC original ↗Mp Materials Corp. / De — Earnings release (8-K exhibit)EX-99Aug 7, 2025

Legal Proceedings 46 Item 1A.

SEC original ↗Mp Materials Corp. / De — 10-Q Quarterly report10-QAug 7, 2026

The cash flows and profitability of the Company s operations have historically been significantly affected by the market price of rare earth products, which are generally also impacted by taxes and tariffs.

SEC original ↗Mp Materials Corp. / De — 10-Q Quarterly report10-QAug 7, 2026