Dilution profile // every instrument, one screen, from SEC filings

MP Materials Corp. / DE (MP)

CIK 1801368 · all EDGAR filings →

Overall dilution risk
HIGHworst of 3 computed sub-ratings (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
not every sub-rating was computable; treat as a floor
Offering ability
HIGHS-3ASR on file 2025-02-28
= is there a registration (S-1/S-3 family) on file without a later withdrawal
no structured fee data on the live registrations, so this is a yes/no, not a size
Overhead supply
NOT COMPUTEDno warrant count tagged in XBRL
= warrant shares outstanding divided by current shares outstanding
absence of a tag is not proof of absence of warrants
Historical dilution
LOW0% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
Cash need
MEDIUM~20.1 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2021-03-152026-10-30

Latest: 178.3M shares as of Oct 30, 2026 (10-Q).

⊙
EVIDENCE — filed/published fact
SourceSEC XBRL, cover-page share count
Fielddei:EntityCommonStockSharesOutstanding
As of2026-10-30
HowThe newest cover-page count as filed. It is used as the current count only while it is no more than about 15 months older than the company’s newest periodic filing; the float checker applies a 200-day rule and sets it beside the balance-sheet count.
Open the source document →

Cash runway

Funded — but tight

~20 months of cash · watch

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Do W Warrant11.2M$30.0310y—

Tranches exactly as the company dimensioned them in its 10-Q filed Nov 6, 2026 →. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

No warrant figures tagged in this filer’s XBRL facts. That means the company has not reported them in structured form; it does not prove no warrants exist. The exhibits are the ground truth.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Convertible Notes Due 2030$862.8M$862.8M$21.743%~39.7M sh
Convertible Notes Due 2026$690.0M$0not tagged0.25%—

If every note above converted at its tagged price: ~39.7M new shares on 178.3M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed Nov 6, 2026 →. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding178.3MOct 30, 2026
+ Do W Warrant (if exercised)11.2MJul 10, 2025
+ Convertible Notes Due 2030 (if fully converted)39.7MDec 31, 2024
Fully diluted estimate229.2M+28.5% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

S-3ASRFeb 28, 2025fee exhibit found but no total offering amount (fees deferred, typical for automatic shelves)filing →

Last 12 months: 0 executed · 0 registered.

UPDATEAug 15, 2025Resale prospectus — existing holders registering to sell424B7 →
EXECUTEDJul 18, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EXECUTEDJul 16, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EXECUTEDJul 10, 2025Unregistered share sale disclosed (8-K item 3.02)8-K →
REGISTEREDFeb 28, 2025Automatic shelf registration — effective immediately (large filers)S-3ASR →
EXECUTEDDec 17, 2024Unregistered share sale disclosed (8-K item 3.02)8-K →
EXECUTEDMar 8, 2024Unregistered share sale disclosed (8-K item 3.02)8-K →
EFFECTIVEJan 27, 2022SEC declared a registration effective — selling can beginEFFECT →
REGISTEREDDec 30, 2021S-3 registration — capacity to sell shares, not a sale yetS-3 →
EFFECTIVEDec 15, 2021SEC declared a registration effective — selling can beginEFFECT →
EXECUTEDSep 15, 2021Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EXECUTEDSep 13, 2021Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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