{
  "measure": {
    "id": "ctl-us-dod-mp-2025-ownership-covenants",
    "eventId": "evt-us-dod-mp-2025",
    "measureType": "contractual_ownership_covenant",
    "direction": "inbound_investment",
    "clause": "Transaction Agreement, Specified Period covenants",
    "targetScopes": [
      "named_entities"
    ],
    "targetJurisdictions": [],
    "targetEntities": [
      "MP Materials Corp."
    ],
    "targetEndUsersAsStated": [],
    "targetEndUsesAsStated": [],
    "materialIds": [
      "rare-earth-elements",
      "ndfeb-magnets"
    ],
    "materialAttribution": "tracked_only",
    "untrackedMaterialsAsStated": [],
    "productScopeAsStated": "Without DoD's consent the Company may not consummate a Fundamental Event (a sale of 15% or more of its voting stock, or of material equity or assets of the Project Company) other than to persons from permitted jurisdictions, sell equity or material assets of the Project Company, sell assets or products DoD identifies as a national-security priority, knowingly issue more than 14.9% of its common stock to persons from non-permitted foreign jurisdictions, or consummate a CFIUS-jurisdiction Fundamental Event without CFIUS clearance; it will not nominate non-U.S. citizens to its Board.",
    "productCodes": [],
    "controlledItemTypes": [],
    "controlledStages": [],
    "legalBasisEventIds": [],
    "legalBasisAsStated": null,
    "modifiesMeasureIds": [],
    "modifiesExternalInstruments": [],
    "statusHistory": [
      {
        "status": "in_force",
        "date": "2025-07-09",
        "sourceId": "src-dod-mp-transaction-agreement-2025",
        "until": null,
        "note": "The Transaction Documents were executed on the Effective Date. The covenants run for the Specified Period, while DoD holds more than 75% of its securities, the Offtake Agreement or PPA remains in place, or the Samarium loan is outstanding."
      }
    ],
    "evidence": [
      {
        "sourceId": "src-dod-mp-transaction-agreement-2025",
        "supports": [
          "measure_type",
          "direction",
          "clause",
          "targets",
          "materials",
          "product_scope",
          "status"
        ],
        "evidence": "explicit",
        "locator": "Item 1.01, Transaction Agreement",
        "note": null
      }
    ],
    "notes": "A contractual control on ownership and control of a funded company, the ownership side of the DoD package. It binds the company through contract, not through regulation."
  },
  "event": {
    "id": "evt-us-dod-mp-2025",
    "date": "2025-07-10",
    "jurisdiction": "us",
    "titleEn": "DoD–MP Materials public-private partnership for rare earth magnet supply",
    "documentNumber": null
  },
  "modifiedBy": [],
  "sources": [
    {
      "id": "src-dod-mp-transaction-agreement-2025",
      "title": "MP Materials Corp., Form 8-K (Transaction Agreement with the Department of Defense)",
      "publisher": "MP Materials Corp. / U.S. Securities and Exchange Commission (EDGAR)",
      "url": "https://www.sec.gov/Archives/edgar/data/1801368/000119312525157310/d43796d8k.htm",
      "language": "en",
      "datePublished": "2025-07-10",
      "dateAccessed": "2026-10-03",
      "sourceType": "other",
      "confidence": "primary",
      "notes": "The binding disclosure of the DoD deal terms, filed with the SEC. Read in full 2026-08-12 (EDGAR returns 403 without a declared user agent). Confirms verbatim: the Transaction Agreement was entered into on 9 July 2025 (the 'Effective Date'); a commitment for a $150 million loan to support expansion of heavy rare earth separation, to be extended by DoD within 30 days following closing; a quarterly payment per kilogram of NdPr equal to the shortfall between $110 per kg and the benchmark quarterly average price; a 10-year offtake agreement for magnet production from the 10X Facility; and a warrant issued to DoD. Source type 'other' follows the convention used for src-mp-dod-2025 (company document rather than a government instrument), but this is the filed agreement disclosure rather than a press release. Note the event is dated 2025-07-10, the announcement date, while the agreement's effective date is 2025-07-09. Rebuilt 2026-08-12 after the record was lost to an accidental working-tree revert; re-verified against the filing. Full original filing reread on 3 October 2026 for the 10X lifecycle review; the reporting date is not treated as a construction commencement date."
    }
  ]
}