As filed with the Securities and Exchange Commission on February 26, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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, NV | 89135 | |
| (Address of Principal Executive Offices) | (Zip Code) |
MP MATERIALS CORP. 2020 STOCK INCENTIVE PLAN
(Full title of the plan)
Elliot Hoops
MP Materials Corp.
1700 S. Pavilion Center Drive, Suite 800
Las Vegas, Nevada 89135
(702) 844-6111
(Name and address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
David M. Lynn
Jonathan Burr
Goodwin Procter LLP
1900 N Street, NW
Washington, D.C. 20036
(202) 346-4000
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement is filed by MP Materials Corp., a Delaware corporation (the “Registrant”) for the purpose of registering 3,547,152 additional shares of the Registrant’s common stock, par value $0.0001 per share (the “Common Stock”) available for issuance under the a MP Materials Corp. 2020 Stock Incentive Plan (the “Plan”) pursuant to the “evergreen” provision of the Plan. The “evergreen” provision of the Plan provides that the maximum amount of shares of Common Stock authorized under the Plan will be increased on January 1 of each year by a number equal to the lesser of (i) 2% of the number of shares of Common Stock issued and outstanding on December 31 of the immediately preceding fiscal year and (ii) an amount determined by the Registrant’s Board of Directors.
In accordance with General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statement on Form S-8 (File No. 333-252361) filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on January 22, 2021, relating to the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
| * | Filed herewith. |
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on February 26, 2026.
| MP MATERIALS CORP. | ||
| By: | /s/ James H. Litinsky | |
| Name: | James H. Litinsky | |
| Title: | Chief Executive Officer (principal executive officer), Chairman of the Board of Directors and Director | |
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints James H. Litinsky, Ryan Corbett and Elliot D. Hoops, and each of them, individually, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead in any and all capacities, in connection with this registration statement, including to sign in the name and on behalf of the undersigned, this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ James H. Litinsky James H. Litinsky |
Chief Executive Officer (principal executive officer), Chairman of the Board of Directors and Director |
February 26, 2026 | ||
| /s/ Ryan Corbett Ryan Corbett |
Chief Financial Officer (principal financial officer) | February 26, 2026 | ||
| /s/ David G. Infuso David G. Infuso |
Chief Accounting Officer (principal accounting officer) | February 26, 2026 | ||
| /s/ Richard B. Myers Gen. Richard B. Myers |
Director | February 26, 2026 | ||
| /s/ Andrew A. McKnight Andrew A. McKnight |
Director | February 26, 2026 | ||
| /s/ Arnold Donald Arnold Donald |
Director | February 26, 2026 | ||
| /s/ Randall Weisenburger Randall Weisenburger |
Director | February 26, 2026 | ||
| /s/ Maryanne R. Lavan Maryanne R. Lavan |
Director | February 26, 2026 | ||
| /s/ Connie K. Duckworth Connie K. Duckworth |
Director | February 26, 2026 | ||