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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0001831746 XXXXXXXX LIVE 10 Class A common stock, par value $0.0001 per share 03/19/2025 false 0001801368 553368101 MP Materials Corp. 1700 S. Pavilion Center Drive, Suite 800 Las Vegas NV 89135 James H. Litinsky 702-844-6111 1700 S. Pavilion Center Drive, Suite 800 Las Vegas NV 89135 0001831746 N James H. Litinsky AF N X1 14765033.00 0.00 14765033.00 0.00 14765033.00 N 9.0 IN Class A common stock, par value $0.0001 per share MP Materials Corp. 1700 S. Pavilion Center Drive, Suite 800 Las Vegas NV 89135 This Amendment No. 10 to Schedule 13D ("Amendment No. 10") amends and supplements the information set forth in the Schedule 13D filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the "SEC") on November 27, 2020 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed on December 23, 2020, Amendment No. 2 filed on March 30, 2021, Amendment No. 3 filed on September 20, 2021, Amendment No. 4 filed on March 2, 2022, Amendment No. 5 filed on August 10, 2022, Amendment No. 6 filed on September 9, 2022, Amendment No. 7 filed on May 26, 2023, Amendment No. 8 filed on May 31, 2023, and Amendment No. 9 filed on December 4, 2024 (collectively the "Schedule 13D"), relating to the shares of Class A Common Stock, par value $0.0001 per share (the "Common Stock"), of MP Materials Corp. (the "Issuer"). The address of the principal executive offices of the Issuer is 1700 S. Pavilion Center Drive, Suite 800, Las Vegas, Nevada 89135. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment No. 10 does not modify any of the information previously reported in the Schedule 13D. James H. Litinsky 1700 S. Pavilion Center Drive, Suite 800, Las Vegas, NV 89135 Chief Executive Officer and Chairman of the Board United States As of the date hereof, Mr. Litinsky may be deemed to beneficially own 14,765,033 shares of Common Stock, representing approximately 9.03% of the shares of Common Stock outstanding. This amount consists of: (i) 14,352,689 shares of Common Stock held by James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011, representing approximately 8.78% of the shares of Common Stock outstanding; (ii) 200,000 remaining restricted stock units ("RSUs") of the original 800,000 RSUs granted to Mr. Litinsky that vest in four annual installments beginning on November 18, 2022, where each RSU represents the contingent right to receive, upon vesting of the RSU, one share of Common Stock; (iii) 10,582 remaining RSUs of the original 21,164 RSUs granted to Mr. Litinsky that vest in four annual installments beginning on January 13, 2024, where each RSU represents the contingent right to receive, upon vesting of the RSU, one share of Common Stock; (iv) 78,948 remaining RSUs of the original 105,264 RSUs granted to Mr. Litinsky that vest in four annual installments beginning on January 12, 2025, where each RSU represents the contingent right to receive, upon vesting of the RSU, one share of Common Stock; (v) 119,047 RSUs granted to Mr. Litinsky that vest in four annual installments beginning on January 13, 2026, where each RSU represents the contingent right to receive, upon vesting of the RSU, one share of Common Stock; and (vi) 3,767 shares of Common Stock owned by Mr. Litinsky. The percentage of shares of Common Stock outstanding reported herein is based on 163,442,217 shares outstanding as of February 20, 2025, as set forth in the Issuer's annual report on Form 10-K filed with the SEC on February 28, 2025. Mr. Litinsky sold 1,676,610 shares of Common Stock in open market brokerage transaction in multiple transactions as follows: (i) on February 4, 2025, 386,223 shares of Common Stock pursuant to a 10b5-1 trading plan entered into on February 26, 2024, with a Weighted Average Price of $24.01 (Low Price: $23.75 and High Price: $24.21); (ii) on March 17, 2025, 489,918 shares of Common Stock pursuant to a 10b5-1 trading plan entered into on December 16, 2024 with a Weighted Average Price of $26.77 (Low Price: $26.45 and High Price: $27.05); (iii) on March 18, 2025, 639,294 shares of Common Stock pursuant to a 10b5-1 trading plan entered into on December 16, 2024, with a Weighted Average Price of $26.71 (Low Price: $26.03 and High Price: $27.00); and (iv) on March 19, 2025, 161,175 shares of Common Stock, pursuant to a 10b5-1 trading plan entered into on December 16, 2024, with a Weighted Average Price of $26.94 (Low Price: $26.47 and High Price: $27.25). The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this paragraph (c). No other transactions in the shares of Common Stock were purchased or sold by the Reporting Person during the past 60 days. James H. Litinsky /s/ Elliot D. Hoops Elliot D. Hoops/Attorney-in-Fact 03/19/2025