SEC EDGAR · 10-K

10-K – 2026-02-26 – rklb-20251231.htm

463574 tecken · 3 HTML-del(ar)

Fulltext som ren TXT · Öppna originalkällan

Automatiskt nyckeltalsindex

Detta är sökträffar och textkontext, inte verifierade eller normaliserade redovisningsvärden.

Omsättning

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x | The aggregate market value of the registrant’s common stock, $0.0001 par value per share, held by non-affiliates of the registrant on June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, was $ 14.9 billion (based on the closing sales price of the registrant’s common stock on that date). Shares of the registrant’s common stock held by each officer and director and each other person who may be deemed to be an affiliate of the registrant have been | As of February 20, 2026, the registrant had 567,445,449 shares of common stock, $0.0001 par value per share, outstanding.
• success in retaining or recruiting, or changes required in, officers, key employees or directors, and our ability to attract and retain key personnel, including Sir Peter Beck, our President, Chief Executive Officer and Chairman; | • our inability to utilize our launch pads at our private launch complex in Mahia, New Zealand or at NASA’s Wallops Flight Facility, at Wallops Island, Virginia with sufficient frequency to support our launch cadence and future related revenue growth expectations could adversely impact our business, financial condition and results of operations; | • our spacecraft, space systems or space system components failing to operate as intended could have a material adverse effect on our business, financial condition and results of operations;
• the inability to comply with, and costs associated with complying, any applicable regulations, and specifically, United States (“U.S.”) government contract regulations, which could result in loss of contract opportunities, contract modifications or termination, assessment of penalties and fines, and suspension or debarment from U.S. government contracting or subcontracting; | • defects in or failure of our products to operate in the expected manner, including any launch failure, which could result in a loss of revenue, impact our business, prospects and profitability, increase our insurance rates and damage our reputation and ability to obtain future customers; | • inability or failure to protect intellectual property;
• Continue to expand into new launch service verticals, such as Hypersonic Accelerator Suborbital Test Electron (HASTE). | • Expand our addressable launch market with the development of the medium-lift Neutron launch vehicle, where the additional lift capacity will enable significantly higher revenue per launch. | • Apply manufacturing scaling and cost-reduction strategies to the production of our launch vehicles, spacecraft components and subsystems, and satellites to capture large constellation opportunities and increasing market share.
Our space systems engineering team works with customers to develop, design and manufacture full spacecraft solutions from low Earth orbit to interplanetary spacecraft. We also offer constellation management services where we perform command and control operations and leverage our ground station infrastructure and partnerships to deliver data to spacecraft constellation operators. | Sales, Business Development and Mission Management | We sell our launch services and space systems through a unified global business development team that cross-sells launch and space systems and leverages shared technical, proposal writing, mission project management and administrative resources. This team is based primarily in the United States and focuses on government customers, such as the DoW, NASA, and other U.S. government agencies, as well as major domestic and international commercial spacecraft operators and spacecraft manufacturers. Th
Marketing | We utilize strategic marketing to accelerate sales opportunities and build brand awareness. Rocket Lab has established a strong brand through various activities, including: | • conferences and industry events at which we participate, sponsor, exhibit and speak;
• communicating our differentiated selling points and product features through marketing collateral such as our website, payload user guides, product data sheets, presentations, and high-quality launch webcasts and videos. | To date, conferences and industry events and direct outreach have been the primary drivers of our sales leads and have helped us achieve sales with relatively low marketing costs.
Long Beach Corporate Headquarters and Manufacturing Facility and Engine Development Center | From our Long Beach, California facilities, which consists of three buildings, in addition to manufacturing, we manage corporate administrative functions, sales and business development, launch services mission management, and conduct a range of research and development activities. Our lease for our corporate headquarters location expires on June 30, 2027, and we have the option to extend the term of the lease for up to two additional periods of five years each thereafter. The Engine Development | Our Rutherford engine and avionics production activities are conducted out of our Long Beach facilities, as is the case for Neutron’s Archimedes engine and avionics design and production activities. We designed our manufacturing technology and processes to operate and scale efficiently as we grow and expand our business. Our proprietary manufacturing processes, which include specialized automated equipment, is comprised of three primary steps; (i) additive manufacturing, (ii) machining and (iii)

Rörelseresultat

We have historically insured against liability to third parties from launch activities as required, by law to the extent that insurance was available on acceptable premiums and other terms. The insurance coverage for third-party damages may not be sufficient to cover the liability. Although the U.S. government may pay claims for third-party damages to the extent they exceed our insurance coverage, this depends on a government appropriation and is subject to a statutory limit. In addition, this i | The price and availability of insurance fluctuate significantly. Insurance market conditions or factors outside our control at the time we are in the market for the required insurance, such as failure of launch vehicles and spacecraft, could cause premiums to be significantly higher than current estimates and could reduce amounts of available coverage. The cost of our insurance has been increasing and may continue to increase. Higher premiums on insurance policies will reduce our operating incom | In addition, even though we carry business interruption insurance policies, any business interruption losses could exceed the coverage available or be excluded from our insurance policies. Any disruption of our ability to operate our business could result in a material decrease in our revenues or significant additional costs to replace, repair, or insure our assets, which could have a material adverse impact on our financial condition and results of operations.
Our revenues are derived from a combination of long-term fixed price contracts for launch services and spacecraft builds, and purchase order based spacecraft components sales. Revenues from long-term contracts are recognized using either the “point-in-time” or “over-time” method of revenue recognition. Point-in-time revenue recognition results in cash payments being initially accrued to the balance sheet as deferred revenue as contractual milestones are accomplished and then recognized as revenu | Estimating future revenues and associated costs and profit is a process requiring a high degree of management judgment, including management’s assumptions regarding our future operational performance as well as general economic conditions. Frequently, the period of performance of a contract extends over a long period of time and, as such, revenue recognition and our profitability from a particular contract may be affected to the extent that estimated costs to complete are revised, delivery sched | For a description of our revenue recognition policies, see Note 2, Significant Accounting Policies, to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Resultat per aktie

Preferred Stock | The holder of the Preferred Stock has similar rights and characteristics to common stock and for the purposes of the calculation of earnings per share, the Preferred Stock is treated as common stock. | Earnings Per Share Calculation
The holder of the Preferred Stock has similar rights and characteristics to common stock and for the purposes of the calculation of earnings per share, the Preferred Stock is treated as common stock. | Earnings Per Share Calculation | Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during each period.

Kassaflöde

• We may require additional capital to support business growth, and this capital might not be available on company favorable terms, if at all, or may be available only by diluting existing stockholders or putting excessive debt leverage and insolvency risk on the business. | • Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under our debt instruments when they come due. | • We may be unable to raise the funds necessary to repurchase our convertible senior notes for cash following a fundamental change, or to pay any cash amounts due upon conversion, and our other then-existing indebtedness may limit our ability to repurchase the notes or pay cash upon their conversion.
We have a history of losses, we anticipate increasing operating expenses and capital expenditures in the future, and we may not be able to achieve and, if ever achieved, maintain profitability. | We may never achieve or sustain profitability and may continue to incur significant losses going forward. Any failure by us to achieve or sustain profitability on a consistent basis could cause the value of our common stock to decline. We experienced net losses of $198.2 million, $190.2 million and $182.6 million for the years ended December 31, 2025, 2024 and 2023, respectively. We expect to continue to incur net losses for at least the next 12 months and we may not achieve or maintain profitab | Our future revenue and operating results are dependent on our ability to generate a sustainable order rate for our products and services and develop new technologies to meet the needs of our customers or potential new customers.
We may require additional capital to support business growth, and this capital might not be available on company favorable terms, if at all, or may be available only by diluting existing stockholders or putting excessive debt leverage and insolvency risk on the business. | Historically, we have funded our operations and capital expenditures primarily through equity issuances, debt and cash generated from our operations. Although we currently anticipate that our existing cash and cash equivalents and cash flow from operations will be sufficient to meet our cash needs for the foreseeable future, we may require additional financing, and we may not be able to obtain debt or equity financing on favorable terms, if at all. If we raise equity financing to fund operations | We are incurring, and will continue to incur, significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations.
Delays in project completion or failure to meet certain requirements could also result in liability for costs incurred by customers, including penalties, liquidated damages, or obligations to address deficiencies in order to meet contractual requirements. These risks may adversely affect our financial performance and reputation. | Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under our debt instruments when they come due. | As of December 31, 2025, we had $157.4 million aggregate principal amount of indebtedness. We may also incur additional indebtedness to meet future financing needs. Our indebtedness could have significant negative consequences for our security holders and our business, results of operations and financial condition by, among other things:
• limiting our ability to obtain additional financing on acceptable terms or at all; | • requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, which will reduce the amount of cash available for other purposes; | • limiting our flexibility to plan for, or react to, changes in our business;
We currently have, and will continue to have, significant lease obligations, and our failure to meet those obligations could adversely affect our financial condition and business. | We currently have, and will continue to have, significant lease obligations for our for properties, vehicles and equipment. We depend on cash flow from operations to pay our lease expenses. | If our business does not generate sufficient cash flow from operating activities to fund these expenses, we may not be able to meet our lease obligations, which could have a material adverse effect on our financial condition and business. Furthermore, the significant cash flow required to satisfy our financial obligations under the leases could limit our ability to incur indebtedness and make capital expenditures or other investments in our business.
We currently have, and will continue to have, significant lease obligations for our for properties, vehicles and equipment. We depend on cash flow from operations to pay our lease expenses. | If our business does not generate sufficient cash flow from operating activities to fund these expenses, we may not be able to meet our lease obligations, which could have a material adverse effect on our financial condition and business. Furthermore, the significant cash flow required to satisfy our financial obligations under the leases could limit our ability to incur indebtedness and make capital expenditures or other investments in our business. | If we expand further outside the United States, we will be exposed to a variety of risks associated with international operations that could materially and adversely affect our business.
2025 2024 2023 | SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | Cash paid for interest $ 24,548 $ 16,287 $ 15,553

Likvida medel

Given the relative contribution and materiality of our New Zealand operations, fluctuations in foreign exchange rates or future hedging activities could have a negative impact on our business. | We are exposed to foreign exchange risk as certain of our expenses and liabilities are required to be paid in currencies other than the U.S. dollar, primarily the New Zealand dollar, and are translated into U.S. dollars for the purposes of compiling our consolidated financial statements. During 2025, approximately 15% of our expenditures, or $126.8 million, were denominated in foreign currencies, whereas primarily all of our revenues were denominated in U.S. dollars. In addition, we generally ma | 28
We may require additional capital to support business growth, and this capital might not be available on company favorable terms, if at all, or may be available only by diluting existing stockholders or putting excessive debt leverage and insolvency risk on the business. | Historically, we have funded our operations and capital expenditures primarily through equity issuances, debt and cash generated from our operations. Although we currently anticipate that our existing cash and cash equivalents and cash flow from operations will be sufficient to meet our cash needs for the foreseeable future, we may require additional financing, and we may not be able to obtain debt or equity financing on favorable terms, if at all. If we raise equity financing to fund operations | We are incurring, and will continue to incur, significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations.
Interest Income | Interest income consists primarily of interest income on our cash and cash equivalents, marketable securities and customer financing. | Loss on Foreign Exchange
Interest income increased by $3.3 million, or 15%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to higher cash and cash equivalents balances held in interest bearing accounts. | Loss on Foreign Exchange
Interest income increased by $8.9 million, or 67%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to higher cash and cash equivalents balances held in interest bearing accounts. | Loss on Foreign Exchange
Liquidity and Capital Resources | Since inception, we have funded our operations with proceeds from sales of our capital stock, convertible senior notes, term note debt, equipment financing, research and development grant proceeds, and cash flows from the sale of our products and services. As of December 31, 2025, we had $828.7 million of cash and cash equivalents and $270.2 million of marketable securities. Our primary requirements for liquidity and capital are for investment in new products and technologies, the expansion of e | We believe that our existing cash, cash equivalents, marketable securities and payments from customers will be sufficient to meet our working capital and capital expenditure needs for at least the next twelve months, although we may choose to take advantage of opportunistic capital raising or refinancing transactions at any time primarily for the purposes noted above. We will continue to invest in increasing production and expanding our product offerings through acquisitions.
Interest Rate Risk | As of December 31, 2025, we had cash and cash equivalents of $828.7 million, comprised primarily of operating accounts and money market instruments and $270.2 million invested in marketable securities, comprised of corporate debt securities, U.S. Treasury securities, asset-backed securities, commercial paper, certificates of deposit and Yankee bonds. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest | Impact of Inflation
Current assets: | Cash and cash equivalents $ 828,660 $ 271,042 | Marketable securities, current 187,917 147,948

Nettoskuld

(in thousands) 2025 2024 2023 | Net cash provided by (used in): | Operating activities $ (165,521) $ (48,890) $ (98,867)
Cash Flows from Operating Activities | Net cash used in operating activities for the year ended December 31, 2025 of $165.5 million, which consisted of $198.2 million in net loss, $91.5 million non-cash expense and $58.8 million in cash used in operating assets and liabilities. Included in the non-cash activities are $71.1 million in stock-based compensation expense and $43.9 million in depreciation and amortization, partially offset by $30.7 million in deferred income taxes. Included in the cash used in operating assets and liabilit
Cash Flows from Investing Activities | Cash used in investing activities for the year ended December 31, 2025 of $347.4 million was primarily driven by capital equipment and infrastructure investments of $156.3 million, cash paid for the GEOST acquisition of $132.4 million and net cash used related to purchases, maturities and sales of marketable securities of $59.1 million.
Cash Flows from Financing Activities | Cash provided by financing activities for the year ended December 31, 2025 of $1,071.3 million was primarily related to $1,119.5 million of net proceeds from the issuance of common stock under the ATM Equity Offerings and $11.0 million in proceeds from our Employee Stock Purchase Plan, partially offset by $61.5 million net cash outflows related to debt activities.
Net loss $ ( 198,209 ) $ ( 190,175 ) $ ( 182,571 ) | Adjustments to reconcile net loss to net cash used in operating activities: | Depreciation and amortization 43,935 33,655 29,744
Other non-current liabilities 223 2,209 227 | Net cash used in operating activities ( 165,521 ) ( 48,890 ) ( 98,867 ) | CASH FLOWS FROM INVESTING ACTIVITIES:
Sale of marketable securities 3,383 2,143 20,093 | Net cash (used in) provided by investing activities ( 347,397 ) ( 98,327 ) 12,018 | CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of debt issuance costs ( 278 ) ( 12,205 ) ( 1,427 ) | Net cash provided by financing activities 1,071,271 256,682 7,369 | Effect of exchange rate changes on cash and cash equivalents ( 110 ) ( 597 ) 43

Eget kapital

Foreign Currency Exchange Risk | Our reporting currency is the U.S. dollar, and the functional currency of each of our subsidiaries is either its local currency or the U.S. dollar. The assets and liabilities of each of our subsidiaries are translated into U.S. dollars at exchange rates in effect at each balance sheet date and operations accounts are translated using the average exchange rate for the relevant period. Increases or decreases in the relative value of the U.S. dollar to other currencies may positively or negatively | Interest Rate Risk
Consolidated Statements of Changes in Stockholders’ Equity for the Years ended December 31, 2025, 2024 and 2023 | F- 7
Opinion on the Financial Statements | We have audited the accompanying consolidated balance sheets of Rocket Lab Corporation and subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, consolidated statements of changes in stockholders’ equity and consolidated statements of cashflows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the | We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting
Total assets $ 2,324,478 $ 1,184,342 | Liabilities and Stockholders’ Equity | Current liabilities:
COMMITMENTS AND CONTINGENCIES (Note 17) | Stockholders’ equity: | Preferred stock, $ 0.0001 par value; authorized shares: 100,000,000 ; issued and outstanding shares: 45,951,250 and 0 at December 31, 2025 and December 31, 2024, respectively
Accumulated other comprehensive loss ( 1,964 ) ( 2,805 ) | Total stockholders’ equity 1,721,854 382,453 | Total liabilities and stockholders’ equity $ 2,324,478 $ 1,184,342
Total stockholders’ equity 1,721,854 382,453 | Total liabilities and stockholders’ equity $ 2,324,478 $ 1,184,342
ROCKET LAB CORPORATION AND SUBSIDIARIES | CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY | FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

Antal aktier

Future resales of common stock may cause the market price of our securities to drop significantly, even if our business is doing well. | Sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock. | As restrictions on resale end and registration statements for the sale of shares held by parties who have contractual registration rights become available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in the market price of our common stock, or decreasing the market price itself. As a result of any such decreases in price of our common stock, purchasers who acquire shares of our common stock may lose some or all of their investment.
On November 24, 2025 , Sir Peter Beck , Chief Executive Officer (the “Participant”), entered into Rule 10b5-1 trading arrangement that is intended to qualify as a “plan providing for eligible sell-to-cover transactions” under Rule 10b5-1(c)(1)(ii)(D)(3) under the Exchange Act. The plan will apply to all RSUs granted to the Participant by the Company, whether granted prior to the date of the election or on or subsequent to the date of the election, pursuant to the Company’s 2021 Stock Option and | The sell-to-cover election is effective from March 2, 2026 until December 31, 2027 , unless terminated earlier due to specified events, such as the individual’s death or legal or regulatory restrictions. The number of shares sold under this election will vary based on the tax withholding obligations incurred upon vesting.
Basic and diluted $ ( 0.37 ) $ ( 0.38 ) $ ( 0.38 ) | Weighted-average common shares outstanding: | Basic and diluted 530,664,781 495,929,861 481,768,060
Capped Call Transactions | Capped call transactions cover the aggregate number of shares of the Company’s common stock that will initially underlie the convertible senior notes. The Company determined that the freestanding capped call option contracts qualify as equity under the accounting guidance on indexation and equity classification, and recognized the contract by recording an entry to Additional paid-in capital in stockholders’ equity in the consolidated balance sheets and not remeasured. | Warrants
Capped Call Transactions | In connection with the pricing of the Notes, on February 1, 2024 and February 2, 2024, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain financial institutions. Collectively, the Capped Call Transactions cover, subject to customary adjustments, the number of shares of common stock initially underlying the Notes. The cost of the Capped Call Transactions was $ 43,168 . The Capped Call Transactions are expected generally to reduce o | The Capped Call Transactions do not meet the criteria for separate accounting as a derivative as they are indexed to the Company’s stock. The premiums paid for the Capped Call Transactions have been included as a net reduction to additional paid-in capital within shareholders’ equity.
The common stock exchanged in the Preferred Stock Exchange were reacquired at no cost and held in treasury stock until they are reissued or retired. The fair value of the Preferred Stock issued was determined to be equal to the fair value of the common stock exchanged. | The Preferred Stock has the rights and restrictions set forth in a Certificate of Designation. Each share of Preferred Stock is convertible at any time at the option of the holder of the Preferred Stock (a “Holder”) into a number of shares of Common Stock at the then-applicable conversion rate (the “Conversion Rate”). In addition, each share of Preferred Stock automatically converts into a number of shares of Common Stock at the Conversion Rate upon the earliest to occur of (a) a transfer of suc | The Certificate of Designation also provides that for so long as any shares of Preferred Stock are outstanding, the Holders, voting exclusively and as a separate class, will be entitled to designate and elect at least one individual to serve on the Board as a director (a “Preferred Stock Director”). In the event the Board increases its size to more than ten members, the Holders are entitled to designate and elect, voting exclusively and as a separate class, one or more additional Preferred Stock
The Preferred Stock is not entitled to any scheduled dividend payments. Holders will be entitled to receive dividends on shares of Preferred Stock equal (on an as-if-converted-to-common-stock basis) to, and in the same form as dividends actually paid on, all or substantially all of the shares of common stock when, as and if such dividends (other than dividends in the form of common stock) are paid on shares of the common stock, subject to certain exceptions specified in the Certificate of Design | The Preferred Stock will have the right to vote on all matters submitted for a vote of the holders of the common stock, voting together as a single class with the common stock. Each Holder will be entitled to cast a number of votes per share equal to the number of shares of common stock into which a share of Preferred Stock is convertible. In addition, the Company may not, without the affirmative vote of the Holders of a majority of the then outstanding shares of Preferred Stock: (a) alter, amen | F-32
The Company has issued equity classified warrants which are settled through issuance of common stock. Upon settlement, the warrants are recognized as additional paid-in capital, a component of equity in the consolidated balance sheets. | In connection with the Loan Agreement, the Company issued a warrant (“Warrant”), dated December 29, 2023, to purchase up to 728,835 shares of the Company’s common stock, at an exercise price of $ 4.87 per share, payable in cash or on a cashless basis according to the formula set forth in the Warrant. The exercise price of the Warrant and the number of shares issuable upon exercise of the Warrant were subject to adjustments for stock splits, combinations, stock dividends or similar events. On Nov | The following assumptions were used in the Black-Sholes pricing model calculation for the Warrant issued:

Antal anställda

• our inability to develop our Neutron Launch Vehicle (“Neutron”) or significant delays in developing Neutron could adversely impact our business, financial condition and results of operations; | • success in retaining or recruiting, or changes required in, officers, key employees or directors, and our ability to attract and retain key personnel, including Sir Peter Beck, our President, Chief Executive Officer and Chairman; | • our inability to utilize our launch pads at our private launch complex in Mahia, New Zealand or at NASA’s Wallops Flight Facility, at Wallops Island, Virginia with sufficient frequency to support our launch cadence and future related revenue growth expectations could adversely impact our business, financial condition and results of operations;
Intellectual Property | The protection of our technology and intellectual property is an aspect of our business. We use a combination of patents, trademarks, trade secrets, copyrights, confidentiality procedures, contractual commitments and other legal rights to establish and protect our intellectual property. We generally enter into confidentiality agreements and invention or work product assignment agreements with our employees and consultants to control access to, and clarify ownership of, our proprietary informatio | Human Capital
Human Capital | As of December 31, 2025, we had over 2,600 full-time permanent employees worldwide. We believe that our strong culture of collaboration and innovation, combined with our close connection to employees, are key drivers of our market differentiation and business success. Additionally, our employees are not subject to collective bargaining agreements. | Culture
Culture | At Rocket Lab, we pride ourselves on fostering a culture of innovation, grit, and collaboration where we celebrate our collective achievements. This dynamic spirit is showcased during our various workforce events, including milestone celebrations, launch viewing gatherings, community engagement opportunities, collaborations with local and regional organizations promoting aerospace and STEM education, holiday celebrations and even our annual Rocket Challenge and employee awards ceremony. During t | Safety
Safety | Rocket Lab has robust health and safety policies, systems, and processes across the business to enable a safe working environment. Supported by the executive leadership team, Rocket Lab employees are empowered to make decisions and take steps to identify and correct hazards to ensure they maintain a safe and healthy workplace for themselves, colleagues and our business. | Operational Excellence
We have experienced rapid growth in recent periods and those growth rates may not be indicative of our future growth. If we fail to manage our growth effectively, we may be unable to execute our business plan and our business, results of operations, and financial condition could be harmed. | We have experienced, and may continue to experience, rapid growth, which has placed, and may continue to place, significant demands on our management and our operational and financial resources. Additionally, our organizational structure is becoming more complex as we scale our operational, financial and management controls, as well as our reporting systems and procedures. For example, our headcount has grown from approximately 1,400 employees as of December 2022 to over 2,600 employees as of De | To manage growth in our operations, we will need to continue to grow and improve our operational, financial and management controls and our reporting systems and procedures. Our expansion has placed, and our expected future growth will continue to place, a significant strain on our management, sales and marketing, administrative, financial, research and development, and other resources. If we fail to manage our anticipated growth, such failure could negatively affect our reputation and harm our
• effectively scale our operations while maintaining high customer satisfaction; | • hire and retain talented employees at all levels of our business; | • integrate recent acquisitions, including personnel, systems and business processes;
Our ability to participate in and continue to pursue many of our business activities is regulated by various agencies and departments of the U.S. government and, in certain circumstances, the governments of other countries. Commercial space launches require licenses from the U.S. Department of Transportation (“DoT”) and the FAA. The Federal Communications Commission also requires licenses for radio communications during our rocket launches. Our classified programs require that we establish certa | We derive a substantial amount of our revenues from only a few of our customers. A loss of, or default by, one or more of these major customers, or a material adverse change in any such customer’s business or financial condition, could materially reduce our future revenues and contracted backlog.

Bruttomarginal

For revenue recognized over-time, we use an input method, based on costs incurred relative to total estimated costs at completion to estimate the percentage of completion. The costs incurred are determined by assessing the physical and technical progress on the spacecraft applied to the standard costs. Due to the nature of the work performed under spacecraft construction contracts, the estimation of physical and technical progress requires judgment and is subject to many variables including but | Significant estimates and assumptions are made in estimating contract costs. At the outset of an over-time contract, we identify and monitor risks related to technical, schedule, and cost aspects of the contract, as well as our ability to earn variable consideration. These risks are assessed throughout the contract period and may result in changes to our estimates of the transaction price or total costs to complete the contract. When such changes occur, we recognize cumulative adjustments to rev | If our actual costs exceed our estimates, our margins and profits are reduced and we could incur a provision for contract loss. A provision for contract loss is when estimates of total costs to be incurred on a contract exceed total estimates of the transaction price. When this occurs, a provision for the entire loss is determined at the contract level and is recorded in the period in which the loss is evident.
Significant estimates and assumptions are made in estimating contract costs. At the outset of an over-time contract, the Company identifies and monitors risks related to technical, schedule, and cost aspects of the contract, as well as the Company’s ability to earn variable consideration. These risks are assessed throughout the contract period and may result in changes to our estimates of the transaction price or total costs to complete the contract. When such changes occur, we recognize cumulat | If our actual costs exceed our estimates, our margins and profits are reduced and we could incur a provision for contract loss. A provision for contract loss is when estimates of total costs to be incurred on a contract exceed total estimates of the transaction price. When this occurs, a provision for the entire loss is determined at the contract level and is recorded in the period in which the loss is evident.

Fulltext

Dokumentet är delat för att hålla varje sida lätt att hämta. Del 1 · Del 2 · Del 3

rklb-20251231 0001819994 2025 false FY http://fasb.org/us-gaap/2025#LesseeOperatingLeaseRemainingLeaseTerm P1Y http://fasb.org/us-gaap/2025#ResearchAndDevelopmentExpense http://fasb.org/us-gaap/2025#ResearchAndDevelopmentExpense http://fasb.org/us-gaap/2025#ResearchAndDevelopmentExpense http://fasb.org/us-gaap/2025#PropertyPlantAndEquipmentNet http://fasb.org/us-gaap/2025#PrepaidExpenseAndOtherAssetsCurrent http://fasb.org/us-gaap/2025#OtherAssetsNoncurrent http://fasb.org/us-gaap/2025#OtherLiabilitiesCurrent http://fasb.org/us-gaap/2025#OtherLiabilitiesCurrent http://fasb.org/us-gaap/2025#OtherLiabilitiesCurrent http://fasb.org/us-gaap/2025#OtherLiabilitiesCurrent iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure rklb:segment rklb:spacecraft rklb:agreement rklb:quarterlyPayment rklb:helicopter rklb:day rklb:advance rklb:boardOfDirector rklb:period rklb:dedicatedLaunch 0001819994 2025-01-01 2025-12-31 0001819994 2025-06-30 0001819994 2026-02-20 0001819994 2025-10-01 2025-12-31 0001819994 rklb:SirPeterBeckMember 2025-10-01 2025-12-31 0001819994 2025-12-31 0001819994 2024-12-31 0001819994 us-gaap:ProductMember 2025-01-01 2025-12-31 0001819994 us-gaap:ProductMember 2024-01-01 2024-12-31 0001819994 us-gaap:ProductMember 2023-01-01 2023-12-31 0001819994 us-gaap:ServiceMember 2025-01-01 2025-12-31 0001819994 us-gaap:ServiceMember 2024-01-01 2024-12-31 0001819994 us-gaap:ServiceMember 2023-01-01 2023-12-31 0001819994 2024-01-01 2024-12-31 0001819994 2023-01-01 2023-12-31 0001819994 us-gaap:PreferredStockMember 2022-12-31 0001819994 us-gaap:CommonStockMember 2022-12-31 0001819994 us-gaap:TreasuryStockCommonMember 2022-12-31 0001819994 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001819994 us-gaap:RetainedEarningsMember 2022-12-31 0001819994 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-12-31 0001819994 2022-12-31 0001819994 us-gaap:RetainedEarningsMember 2023-01-01 2023-12-31 0001819994 us-gaap:CommonStockMember 2023-01-01 2023-12-31 0001819994 us-gaap:AdditionalPaidInCapitalMember 2023-01-01 2023-12-31 0001819994 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-01-01 2023-12-31 0001819994 us-gaap:PreferredStockMember 2023-12-31 0001819994 us-gaap:CommonStockMember 2023-12-31 0001819994 us-gaap:TreasuryStockCommonMember 2023-12-31 0001819994 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001819994 us-gaap:RetainedEarningsMember 2023-12-31 0001819994 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-12-31 0001819994 2023-12-31 0001819994 us-gaap:RetainedEarningsMember 2024-01-01 2024-12-31 0001819994 us-gaap:CommonStockMember 2024-01-01 2024-12-31 0001819994 us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-12-31 0001819994 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-01-01 2024-12-31 0001819994 us-gaap:PreferredStockMember 2024-12-31 0001819994 us-gaap:CommonStockMember 2024-12-31 0001819994 us-gaap:TreasuryStockCommonMember 2024-12-31 0001819994 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0001819994 us-gaap:RetainedEarningsMember 2024-12-31 0001819994 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-12-31 0001819994 us-gaap:RetainedEarningsMember 2025-01-01 2025-12-31 0001819994 us-gaap:CommonStockMember 2025-01-01 2025-12-31 0001819994 us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-12-31 0001819994 rklb:PreferredStockExchangeMember us-gaap:PreferredStockMember 2025-01-01 2025-12-31 0001819994 rklb:PreferredStockExchangeMember us-gaap:CommonStockMember 2025-01-01 2025-12-31 0001819994 rklb:PreferredStockExchangeMember us-gaap:TreasuryStockCommonMember 2025-01-01 2025-12-31 0001819994 rklb:PreferredStockExchangeMember 2025-01-01 2025-12-31 0001819994 rklb:PreferredStockConversionMember us-gaap:PreferredStockMember 2025-01-01 2025-12-31 0001819994 rklb:PreferredStockConversionMember us-gaap:TreasuryStockCommonMember 2025-01-01 2025-12-31 0001819994 rklb:ConversionOfConvertibleSeniorNotesMember us-gaap:CommonStockMember 2025-01-01 2025-12-31 0001819994 rklb:ConversionOfConvertibleSeniorNotesMember us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-12-31 0001819994 rklb:ConversionOfConvertibleSeniorNotesMember 2025-01-01 2025-12-31 0001819994 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-01-01 2025-12-31 0001819994 us-gaap:PreferredStockMember 2025-12-31 0001819994 us-gaap:CommonStockMember 2025-12-31 0001819994 us-gaap:TreasuryStockCommonMember 2025-12-31 0001819994 us-gaap:AdditionalPaidInCapitalMember 2025-12-31 0001819994 us-gaap:RetainedEarningsMember 2025-12-31 0001819994 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-12-31 0001819994 srt:MinimumMember us-gaap:BuildingAndBuildingImprovementsMember 2025-12-31 0001819994 srt:MaximumMember us-gaap:BuildingAndBuildingImprovementsMember 2025-12-31 0001819994 srt:MinimumMember rklb:MachineryEquipmentVehiclesAndOfficeFurnitureMember 2025-12-31 0001819994 srt:MaximumMember rklb:MachineryEquipmentVehiclesAndOfficeFurnitureMember 2025-12-31 0001819994 srt:MinimumMember rklb:ComputerEquipmentHardwareAndSoftwareMember 2025-12-31 0001819994 srt:MaximumMember rklb:ComputerEquipmentHardwareAndSoftwareMember 2025-12-31 0001819994 srt:MinimumMember rklb:LaunchSiteAssetsMember 2025-12-31 0001819994 srt:MaximumMember rklb:LaunchSiteAssetsMember 2025-12-31 0001819994 srt:MinimumMember 2025-12-31 0001819994 srt:MaximumMember 2025-12-31 0001819994 rklb:GovernmentAssistanceEmployeeRetentionCreditCostOfRevenuesMember 2023-01-01 2023-12-31 0001819994 rklb:GovernmentAssistanceEmployeeRetentionCreditResearchAndDevelopmentMember 2025-01-01 2025-12-31 0001819994 rklb:GovernmentAssistanceEmployeeRetentionCreditResearchAndDevelopmentMember 2024-01-01 2024-12-31 0001819994 rklb:GovernmentAssistanceEmployeeRetentionCreditResearchAndDevelopmentMember 2023-01-01 2023-12-31 0001819994 rklb:GovernmentAssistanceEmployeeRetentionCreditGeneralAndAdministrativeMember 2025-01-01 2025-12-31 0001819994 rklb:GovernmentAssistanceEmployeeRetentionCreditGeneralAndAdministrativeMember 2024-01-01 2024-12-31 0001819994 rklb:GovernmentAssistanceEmployeeRetentionCreditGeneralAndAdministrativeMember 2023-01-01 2023-12-31 0001819994 rklb:GovernmentAssistanceDirectCapitalGrantsAndRefundableTaxCreditsMember 2025-01-01 2025-12-31 0001819994 rklb:GovernmentAssistanceDirectCapitalGrantsAndRefundableTaxCreditsMember 2024-01-01 2024-12-31 0001819994 rklb:GovernmentAssistanceTaxCreditsMember 2025-12-31 0001819994 rklb:GovernmentAssistanceTaxCreditsMember 2024-12-31 0001819994 rklb:LaunchServicesMember us-gaap:TransferredAtPointInTimeMember 2025-01-01 2025-12-31 0001819994 rklb:SpaceSystemsMember us-gaap:TransferredAtPointInTimeMember 2025-01-01 2025-12-31 0001819994 us-gaap:TransferredAtPointInTimeMember 2025-01-01 2025-12-31 0001819994 rklb:LaunchServicesMember us-gaap:TransferredOverTimeMember 2025-01-01 2025-12-31 0001819994 rklb:SpaceSystemsMember us-gaap:TransferredOverTimeMember 2025-01-01 2025-12-31 0001819994 us-gaap:TransferredOverTimeMember 2025-01-01 2025-12-31 0001819994 rklb:LaunchServicesMember 2025-01-01 2025-12-31 0001819994 rklb:SpaceSystemsMember 2025-01-01 2025-12-31 0001819994 rklb:LaunchServicesMember us-gaap:TransferredAtPointInTimeMember 2024-01-01 2024-12-31 0001819994 rklb:SpaceSystemsMember us-gaap:TransferredAtPointInTimeMember 2024-01-01 2024-12-31 0001819994 us-gaap:TransferredAtPointInTimeMember 2024-01-01 2024-12-31 0001819994 rklb:LaunchServicesMember us-gaap:TransferredOverTimeMember 2024-01-01 2024-12-31 0001819994 rklb:SpaceSystemsMember us-gaap:TransferredOverTimeMember 2024-01-01 2024-12-31 0001819994 us-gaap:TransferredOverTimeMember 2024-01-01 2024-12-31 0001819994 rklb:LaunchServicesMember 2024-01-01 2024-12-31 0001819994 rklb:SpaceSystemsMember 2024-01-01 2024-12-31 0001819994 rklb:LaunchServicesMember us-gaap:TransferredAtPointInTimeMember 2023-01-01 2023-12-31 0001819994 rklb:SpaceSystemsMember us-gaap:TransferredAtPointInTimeMember 2023-01-01 2023-12-31 0001819994 us-gaap:TransferredAtPointInTimeMember 2023-01-01 2023-12-31 0001819994 rklb:LaunchServicesMember us-gaap:TransferredOverTimeMember 2023-01-01 2023-12-31 0001819994 rklb:SpaceSystemsMember us-gaap:TransferredOverTimeMember 2023-01-01 2023-12-31 0001819994 us-gaap:TransferredOverTimeMember 2023-01-01 2023-12-31 0001819994 rklb:LaunchServicesMember 2023-01-01 2023-12-31 0001819994 rklb:SpaceSystemsMember 2023-01-01 2023-12-31 0001819994 rklb:IndividualContractMember 2025-01-01 2025-12-31 0001819994 2022-02-28 0001819994 2026-01-01 2025-12-31 0001819994 2027-01-01 2025-12-31 0001819994 2025-07-11 2025-07-11 0001819994 us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember 2025-12-31 0001819994 us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember 2024-12-31 0001819994 us-gaap:OtherNoncurrentAssetsMember 2025-12-31 0001819994 us-gaap:OtherNoncurrentAssetsMember 2024-12-31 0001819994 rklb:GEOSTPurchaseAgreementMember 2025-08-12 2025-08-12 0001819994 rklb:GEOSTLLCMember 2025-08-12 2025-08-12 0001819994 rklb:GEOSTPurchaseAgreementMember 2025-08-12 0001819994 rklb:GEOSTLLCMember 2025-08-12 0001819994 rklb:GEOSTLLCMember 2025-08-11 0001819994 rklb:GEOSTLLCMember rklb:MeasurementInputRevenueVolatilityMember 2025-08-11 0001819994 rklb:GEOSTLLCMember us-gaap:MeasurementInputDiscountRateMember 2025-08-11 0001819994 rklb:GEOSTLLCMember us-gaap:DevelopedTechnologyRightsMember 2025-01-01 2025-12-31 0001819994 rklb:GEOSTLLCMember rklb:BacklogMember 2025-01-01 2025-12-31 0001819994 rklb:GEOSTLLCMember 2025-01-01 2025-12-31 0001819994 rklb:GEOSTLLCMember 2024-01-01 2024-12-31 0001819994 rklb:GEOSTLLCMember 2023-01-01 2023-12-31 0001819994 rklb:VirginOrbitHoldingsInc.Member 2023-06-02 2023-06-02 0001819994 us-gaap:MoneyMarketFundsMember 2025-12-31 0001819994 us-gaap:CertificatesOfDepositMember 2025-12-31 0001819994 us-gaap:CommercialPaperMember 2025-12-31 0001819994 us-gaap:CorporateDebtSecuritiesMember 2025-12-31 0001819994 rklb:YankeeBondsMember 2025-12-31 0001819994 us-gaap:USTreasurySecuritiesMember 2025-12-31 0001819994 us-gaap:AssetBackedSecuritiesMember 2025-12-31 0001819994 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel1Member 2025-12-31 0001819994 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel2Member 2025-12-31 0001819994 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel3Member 2025-12-31 0001819994 us-gaap:MoneyMarketFundsMember 2025-12-31 0001819994 us-gaap:CertificatesOfDepositMember us-gaap:FairValueInputsLevel1Member 2025-12-31 0001819994 us-gaap:CertificatesOfDepositMember us-gaap:FairValueInputsLevel2Member 2025-12-31 0001819994 us-gaap:CertificatesOfDepositMember us-gaap:FairValueInputsLevel3Member 2025-12-31 0001819994 us-gaap:CertificatesOfDepositMember 2025-12-31 0001819994 us-gaap:CertificatesOfDepositMember us-gaap:FairValueInputsLevel1Member 2025-12-31 0001819994 us-gaap:CertificatesOfDepositMember us-gaap:FairValueInputsLevel2Member 2025-12-31 0001819994 us-gaap:CertificatesOfDepositMember us-gaap:FairValueInputsLevel3Member 2025-12-31 0001819994 us-gaap:CommercialPaperMember us-gaap:FairValueInputsLevel1Member 2025-12-31 0001819994 us-gaap:CommercialPaperMember us-gaap:FairValueInputsLevel2Member 2025-12-31 0001819994 us-gaap:CommercialPaperMember us-gaap:FairValueInputsLevel3Member 2025-12-31 0001819994 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel1Member 2025-12-31 0001819994 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member 2025-12-31 0001819994 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel3Member 2025-12-31 0001819994 rklb:YankeeBondsMember us-gaap:FairValueInputsLevel1Member 2025-12-31 0001819994 rklb:YankeeBondsMember us-gaap:FairValueInputsLevel2Member 2025-12-31 0001819994 rklb:YankeeBondsMember us-gaap:FairValueInputsLevel3Member 2025-12-31 0001819994 us-gaap:USTreasurySecuritiesMember us-gaap:FairValueInputsLevel1Member 2025-12-31 0001819994 us-gaap:USTreasurySecuritiesMember us-gaap:FairValueInputsLevel2Member 2025-12-31 0001819994 us-gaap:USTreasurySecuritiesMember us-gaap:FairValueInputsLevel3Member 2025-12-31 0001819994 us-gaap:AssetBackedSecuritiesMember us-gaap:FairValueInputsLevel1Member 2025-12-31 0001819994 us-gaap:AssetBackedSecuritiesMember us-gaap:FairValueInputsLevel2Member 2025-12-31 0001819994 us-gaap:AssetBackedSecuritiesMember us-gaap:FairValueInputsLevel3Member 2025-12-31 0001819994 us-gaap:FairValueInputsLevel1Member 2025-12-31 0001819994 us-gaap:FairValueInputsLevel2Member 2025-12-31 0001819994 us-gaap:FairValueInputsLevel3Member 2025-12-31 0001819994 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel1Member 2024-12-31 0001819994 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel2Member 2024-12-31 0001819994 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel3Member 2024-12-31 0001819994 us-gaap:MoneyMarketFundsMember 2024-12-31 0001819994 us-gaap:CertificatesOfDepositMember us-gaap:FairValueInputsLevel1Member 2024-12-31 0001819994 us-gaap:CertificatesOfDepositMember us-gaap:FairValueInputsLevel2Member 2024-12-31 0001819994 us-gaap:CertificatesOfDepositMember us-gaap:FairValueInputsLevel3Member 2024-12-31 0001819994 us-gaap:CertificatesOfDepositMember 2024-12-31 0001819994 us-gaap:CommercialPaperMember us-gaap:FairValueInputsLevel1Member 2024-12-31 0001819994 us-gaap:CommercialPaperMember us-gaap:FairValueInputsLevel2Member 2024-12-31 0001819994 us-gaap:CommercialPaperMember us-gaap:FairValueInputsLevel3Member 2024-12-31 0001819994 us-gaap:CommercialPaperMember 2024-12-31 0001819994 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel1Member 2024-12-31 0001819994 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member 2024-12-31 0001819994 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel3Member 2024-12-31 0001819994 us-gaap:CorporateDebtSecuritiesMember 2024-12-31 0001819994 rklb:YankeeBondsMember us-gaap:FairValueInputsLevel1Member 2024-12-31 0001819994 rklb:YankeeBondsMember us-gaap:FairValueInputsLevel2Member 2024-12-31 0001819994 rklb:YankeeBondsMember us-gaap:FairValueInputsLevel3Member 2024-12-31 0001819994 rklb:YankeeBondsMember 2024-12-31 0001819994 us-gaap:USTreasurySecuritiesMember us-gaap:FairValueInputsLevel1Member 2024-12-31 0001819994 us-gaap:USTreasurySecuritiesMember us-gaap:FairValueInputsLevel2Member 2024-12-31 0001819994 us-gaap:USTreasurySecuritiesMember us-gaap:FairValueInputsLevel3Member 2024-12-31 0001819994 us-gaap:USTreasurySecuritiesMember 2024-12-31 0001819994 us-gaap:AssetBackedSecuritiesMember us-gaap:FairValueInputsLevel1Member 2024-12-31 0001819994 us-gaap:AssetBackedSecuritiesMember us-gaap:FairValueInputsLevel2Member 2024-12-31 0001819994 us-gaap:AssetBackedSecuritiesMember us-gaap:FairValueInputsLevel3Member 2024-12-31 0001819994 us-gaap:AssetBackedSecuritiesMember 2024-12-31 0001819994 us-gaap:FairValueInputsLevel1Member 2024-12-31 0001819994 us-gaap:FairValueInputsLevel2Member 2024-12-31 0001819994 us-gaap:FairValueInputsLevel3Member 2024-12-31 0001819994 rklb:ConvertibleSeniorNoteMember us-gaap:FairValueInputsLevel2Member 2025-12-31 0001819994 2023-03-31 0001819994 2024-06-06 0001819994 2024-06-06 2024-06-06 0001819994 2023-10-18 0001819994 2023-10-18 2023-10-18 0001819994 us-gaap:BuildingAndBuildingImprovementsMember 2025-12-31 0001819994 us-gaap:BuildingAndBuildingImprovementsMember 2024-12-31 0001819994 rklb:MachineryEquipmentVehiclesAndOfficeFurnitureMember 2025-12-31 0001819994 rklb:MachineryEquipmentVehiclesAndOfficeFurnitureMember 2024-12-31 0001819994 us-gaap:ComputerEquipmentMember 2025-12-31 0001819994 us-gaap:ComputerEquipmentMember 2024-12-31 0001819994 rklb:LaunchSiteAssetsMember 2025-12-31 0001819994 rklb:LaunchSiteAssetsMember 2024-12-31 0001819994 rklb:ConstructionInProcessMember 2025-12-31 0001819994 rklb:ConstructionInProcessMember 2024-12-31 0001819994 us-gaap:CostOfSalesMember 2025-01-01 2025-12-31 0001819994 us-gaap:CostOfSalesMember 2024-01-01 2024-12-31 0001819994 us-gaap:CostOfSalesMember 2023-01-01 2023-12-31 0001819994 us-gaap:ResearchAndDevelopmentExpenseMember 2025-01-01 2025-12-31 0001819994 us-gaap:ResearchAndDevelopmentExpenseMember 2024-01-01 2024-12-31 0001819994 us-gaap:ResearchAndDevelopmentExpenseMember 2023-01-01 2023-12-31 0001819994 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2025-01-01 2025-12-31 0001819994 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2024-01-01 2024-12-31 0001819994 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2023-01-01 2023-12-31 0001819994 rklb:DevelopedTechnologyMember 2025-12-31 0001819994 rklb:CapitalizedSoftwareMember 2025-12-31 0001819994 us-gaap:CustomerRelationshipsMember 2025-12-31 0001819994 us-gaap:TrademarksAndTradeNamesMember 2025-12-31 0001819994 us-gaap:OrderOrProductionBacklogMember 2025-12-31 0001819994 us-gaap:AllOtherSegmentsMember 2025-12-31 0001819994 rklb:InProcessTechnologyMember 2025-12-31 0001819994 rklb:DevelopedTechnologyMember 2024-12-31 0001819994 rklb:CapitalizedSoftwareMember 2024-12-31 0001819994 us-gaap:CustomerRelationshipsMember 2024-12-31 0001819994 us-gaap:TrademarksAndTradeNamesMember 2024-12-31 0001819994 us-gaap:OrderOrProductionBacklogMember 2024-12-31 0001819994 us-gaap:AllOtherSegmentsMember 2024-12-31 0001819994 rklb:InProcessTechnologyMember 2024-12-31 0001819994 rklb:IndentureAndNotesMember rklb:FourPointTwoFiveZeroPercentConvertibleSeniorNotesMember 2024-02-06 0001819994 rklb:IndentureAndNotesMember rklb:FourPointTwoFiveZeroPercentConvertibleSeniorNotesMember 2025-01-01 2025-12-31 0001819994 rklb:IndentureAndNotesMember rklb:FourPointTwoFiveZeroPercentConvertibleSeniorNotesMember rklb:DebtConversionTermsOneMember 2025-01-01 2025-12-31 0001819994 rklb:IndentureAndNotesMember rklb:FourPointTwoFiveZeroPercentConvertibleSeniorNotesMember rklb:DebtConversionTermsTwoMember 2025-01-01 2025-12-31 0001819994 rklb:IndentureAndNotesMember rklb:FourPointTwoFiveZeroPercentConvertibleSeniorNotesMember 2025-12-31 0001819994 rklb:CappedCallTransactionsMember 2024-02-02 0001819994 rklb:CappedCallTransactionsMember 2024-02-02 2024-02-02 0001819994 rklb:TrinityMasterEquipmentFinancingAgreementMember 2023-12-29 0001819994 rklb:EffectiveDateDrawMember rklb:TrinityMasterEquipmentFinancingAgreementMember 2023-12-29 0001819994 rklb:BlanketLienDrawMember rklb:TrinityMasterEquipmentFinancingAgreementMember 2023-12-29 0001819994 rklb:EffectiveDateDrawMember rklb:TrinityMasterEquipmentFinancingAgreementMember 2025-03-20 2025-03-20 0001819994 rklb:BlanketLienDrawMember rklb:TrinityMasterEquipmentFinancingAgreementMember 2025-03-20 2025-03-20 0001819994 rklb:TrinityMasterEquipmentFinancingAgreementMember rklb:LineOfCreditCondition1Member 2023-12-29 0001819994 rklb:BlanketLienDrawMember rklb:LineOfCreditCondition1Member rklb:TrinityMasterEquipmentFinancingAgreementMember 2023-12-29 0001819994 rklb:TrinityMasterEquipmentFinancingAgreementMember rklb:LineOfCreditCondition1Member 2023-12-29 2023-12-29 0001819994 rklb:TrinityMasterEquipmentFinancingAgreementMember rklb:LineOfCreditCondition2Member 2023-12-29 0001819994 rklb:TrinityMasterEquipmentFinancingAgreementMember 2023-12-29 2023-12-29 0001819994 rklb:BlanketLienDrawMember rklb:TrinityMasterEquipmentFinancingAgreementMember us-gaap:CommonStockMember 2023-12-29 0001819994 rklb:BlanketLienDrawMember 2024-02-08 2024-02-08 0001819994 rklb:BlanketLienDrawMember 2024-01-01 2024-12-31 0001819994 rklb:TrinityMasterEquipmentFinancingAgreementMember 2025-03-20 2025-03-20 0001819994 rklb:TrinityMasterEquipmentFinancingAgreementMember 2025-12-15 2025-12-15 0001819994 rklb:TrinityMasterEquipmentFinancingAgreementMember 2025-01-01 2025-12-31 0001819994 rklb:HerculesCapitalSecuredTermLoanMember 2021-06-10 0001819994 rklb:HerculesCapitalSecuredTermLoanMember 2021-06-10 2021-06-10 0001819994 rklb:HerculesCapitalSecuredTermLoanMember us-gaap:PaymentInKindPIKNoteMember 2021-06-10 2021-06-10 0001819994 rklb:HerculesCapitalSecuredTermLoanMember 2023-12-29 2023-12-29 0001819994 rklb:HerculesCapitalSecuredTermLoanMember 2023-01-01 2023-12-31 0001819994 rklb:PreferredStockExchangeMember 2024-12-03 2024-12-03 0001819994 rklb:SeriesAConvertibleParticipatingPreferredStockMember rklb:PreferredStockExchangeMember 2024-12-03 2024-12-03 0001819994 rklb:SeriesAConvertibleParticipatingPreferredStockMember 2024-12-03 0001819994 rklb:TheEquatorialTrustMember rklb:PreferredStockExchangeMember 2025-01-07 2025-01-07 0001819994 rklb:TheEquatorialTrustMember us-gaap:CommonStockMember 2025-06-17 2025-06-17 0001819994 rklb:TheEquatorialTrustMember rklb:SeriesAConvertibleParticipatingPreferredStockMember 2025-06-17 2025-06-17 0001819994 rklb:TheEquatorialTrustMember 2025-06-17 0001819994 rklb:PreferredStockExchangeMember srt:ChiefExecutiveOfficerMember 2024-12-03 0001819994 rklb:PreferredStockExchangeMember 2024-12-03 0001819994 2025-01-07 0001819994 rklb:AtTheMarketOfferingMember 2025-03-11 2025-03-11 0001819994 rklb:AtTheMarketOfferingMember 2025-09-15 2025-09-15 0001819994 rklb:MarchATMEquityOfferingMember 2025-01-01 2025-12-31 0001819994 rklb:SeptemberATMEquityOfferingMember 2025-01-01 2025-12-31 0001819994 rklb:PublicWarrantsMember 2023-12-29 0001819994 rklb:PublicWarrantsAndPrivateWarrantsMember 2023-12-29 0001819994 2024-11-14 2024-11-14 0001819994 us-gaap:CommonStockMember 2024-11-14 2024-11-14 0001819994 us-gaap:MeasurementInputSharePriceMember 2025-12-31 0001819994 rklb:StrikePriceMember 2025-12-31 0001819994 us-gaap:MeasurementInputPriceVolatilityMember 2025-12-31 0001819994 us-gaap:MeasurementInputRiskFreeInterestRateMember 2025-12-31 0001819994 us-gaap:MeasurementInputExpectedTermMember 2025-12-31 0001819994 rklb:A2021PlanMember 2025-12-31 0001819994 rklb:A2021PlanMember 2025-01-01 2025-12-31 0001819994 2022-01-01 2022-12-31 0001819994 us-gaap:RestrictedStockUnitsRSUMember 2025-01-01 2025-12-31 0001819994 rklb:A2013And2021PlansMember us-gaap:RestrictedStockUnitsRSUMember 2025-12-31 0001819994 us-gaap:RestrictedStockUnitsRSUMember 2022-12-31 0001819994 us-gaap:RestrictedStockUnitsRSUMember 2023-01-01 2023-12-31 0001819994 us-gaap:RestrictedStockUnitsRSUMember 2023-12-31 0001819994 us-gaap:RestrictedStockUnitsRSUMember 2024-01-01 2024-12-31 0001819994 us-gaap:RestrictedStockUnitsRSUMember 2024-12-31 0001819994 us-gaap:RestrictedStockUnitsRSUMember 2025-12-31 0001819994 rklb:A2021EmployeeStockPurchasePlanMember us-gaap:EmployeeStockMember 2021-08-31 0001819994 rklb:A2021EmployeeStockPurchasePlanMember us-gaap:EmployeeStockMember 2021-08-01 2021-08-31 0001819994 2021-08-31 0001819994 rklb:A2021EmployeeStockPurchasePlanMember us-gaap:EmployeeStockMember 2025-12-31 0001819994 rklb:A2021EmployeeStockPurchasePlanMember us-gaap:EmployeeStockMember 2024-12-31 0001819994 rklb:A2021EmployeeStockPurchasePlanMember us-gaap:EmployeeStockMember 2023-12-31 0001819994 rklb:A2021EmployeeStockPurchasePlanMember us-gaap:EmployeeStockMember 2025-01-01 2025-12-31 0001819994 rklb:A2021EmployeeStockPurchasePlanMember us-gaap:EmployeeStockMember 2024-01-01 2024-12-31 0001819994 rklb:A2021EmployeeStockPurchasePlanMember us-gaap:EmployeeStockMember 2023-01-01 2023-12-31 0001819994 srt:MinimumMember 2025-01-01 2025-12-31 0001819994 srt:MaximumMember 2025-01-01 2025-12-31 0001819994 2016-05-23 2016-05-23 0001819994 2018-01-01 2018-12-31 0001819994 2021-01-01 2021-12-31 0001819994 2023-06-30 0001819994 us-gaap:OtherCurrentLiabilitiesMember 2025-12-31 0001819994 country:NZ 2025-01-01 2025-12-31 0001819994 us-gaap:ForeignTaxJurisdictionOtherMember 2025-01-01 2025-12-31 0001819994 country:US 2025-01-01 2025-12-31 0001819994 us-gaap:DomesticCountryMember 2025-12-31 0001819994 us-gaap:DomesticCountryMember 2024-12-31 0001819994 us-gaap:StateAndLocalJurisdictionMember 2025-12-31 0001819994 us-gaap:StateAndLocalJurisdictionMember 2024-12-31 0001819994 country:CA 2025-01-01 2025-12-31 0001819994 rklb:StockOptionsAndRestrictedStockUnitsMember 2025-01-01 2025-12-31 0001819994 rklb:StockOptionsAndRestrictedStockUnitsMember 2024-01-01 2024-12-31 0001819994 rklb:StockOptionsAndRestrictedStockUnitsMember 2023-01-01 2023-12-31 0001819994 rklb:CommonStockWarrantsMember 2025-01-01 2025-12-31 0001819994 rklb:CommonStockWarrantsMember 2024-01-01 2024-12-31 0001819994 rklb:CommonStockWarrantsMember 2023-01-01 2023-12-31 0001819994 rklb:SharesUnderlyingOurConvertibleSeniorNotesMember 2025-01-01 2025-12-31 0001819994 rklb:SharesUnderlyingOurConvertibleSeniorNotesMember 2024-01-01 2024-12-31 0001819994 rklb:SharesUnderlyingOurConvertibleSeniorNotesMember 2023-01-01 2023-12-31 0001819994 rklb:LaunchServicesMember 2025-01-01 2025-12-31 0001819994 rklb:SpaceSystemsMember 2025-01-01 2025-12-31 0001819994 rklb:LaunchServicesMember 2024-01-01 2024-12-31 0001819994 rklb:SpaceSystemsMember 2024-01-01 2024-12-31 0001819994 rklb:LaunchServicesMember 2023-01-01 2023-12-31 0001819994 rklb:SpaceSystemsMember 2023-01-01 2023-12-31 0001819994 us-gaap:ProductMember rklb:LaunchServicesMember 2025-01-01 2025-12-31 0001819994 us-gaap:ProductMember rklb:SpaceSystemsMember 2025-01-01 2025-12-31 0001819994 us-gaap:ProductMember rklb:LaunchServicesMember 2024-01-01 2024-12-31 0001819994 us-gaap:ProductMember rklb:SpaceSystemsMember 2024-01-01 2024-12-31 0001819994 us-gaap:ProductMember rklb:LaunchServicesMember 2023-01-01 2023-12-31 0001819994 us-gaap:ProductMember rklb:SpaceSystemsMember 2023-01-01 2023-12-31 0001819994 us-gaap:ServiceMember rklb:LaunchServicesMember 2025-01-01 2025-12-31 0001819994 us-gaap:ServiceMember rklb:SpaceSystemsMember 2025-01-01 2025-12-31 0001819994 us-gaap:ServiceMember rklb:LaunchServicesMember 2024-01-01 2024-12-31 0001819994 us-gaap:ServiceMember rklb:SpaceSystemsMember 2024-01-01 2024-12-31 0001819994 us-gaap:ServiceMember rklb:LaunchServicesMember 2023-01-01 2023-12-31 0001819994 us-gaap:ServiceMember rklb:SpaceSystemsMember 2023-01-01 2023-12-31 0001819994 rklb:LockheedMartinCorporationMember us-gaap:CustomerConcentrationRiskMember us-gaap:AccountsReceivableMember 2025-01-01 2025-12-31 0001819994 rklb:LockheedMartinCorporationMember us-gaap:CustomerConcentrationRiskMember us-gaap:AccountsReceivableMember 2024-01-01 2024-12-31 0001819994 rklb:DyneticsInc.Member us-gaap:CustomerConcentrationRiskMember us-gaap:AccountsReceivableMember 2024-01-01 2024-12-31 0001819994 rklb:CommercialCustomerMember us-gaap:CustomerConcentrationRiskMember us-gaap:AccountsReceivableMember 2025-01-01 2025-12-31 0001819994 rklb:GovernmentCustomerMember us-gaap:CustomerConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2025-01-01 2025-12-31 0001819994 rklb:GovernmentCustomerMember us-gaap:CustomerConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2024-01-01 2024-12-31 0001819994 rklb:MdaCorporationMember us-gaap:CustomerConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2024-01-01 2024-12-31 0001819994 rklb:MdaCorporationMember us-gaap:CustomerConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2023-01-01 2023-12-31 0001819994 rklb:NorthropGrummanSpaceSystemsMember us-gaap:CustomerConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2023-01-01 2023-12-31 0001819994 country:US 2025-01-01 2025-12-31 0001819994 country:US us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2025-01-01 2025-12-31 0001819994 country:US 2024-01-01 2024-12-31 0001819994 country:US us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2024-01-01 2024-12-31 0001819994 country:US 2023-01-01 2023-12-31 0001819994 country:US us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2023-01-01 2023-12-31 0001819994 country:CA 2025-01-01 2025-12-31 0001819994 country:CA us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2025-01-01 2025-12-31 0001819994 country:CA 2024-01-01 2024-12-31 0001819994 country:CA us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2024-01-01 2024-12-31 0001819994 country:CA 2023-01-01 2023-12-31 0001819994 country:CA us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2023-01-01 2023-12-31 0001819994 country:JP 2025-01-01 2025-12-31 0001819994 country:JP us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2025-01-01 2025-12-31 0001819994 country:JP 2024-01-01 2024-12-31 0001819994 country:JP us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2024-01-01 2024-12-31 0001819994 country:JP 2023-01-01 2023-12-31 0001819994 country:JP us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2023-01-01 2023-12-31 0001819994 rklb:RestOfWorldMember 2025-01-01 2025-12-31 0001819994 rklb:RestOfWorldMember us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2025-01-01 2025-12-31 0001819994 rklb:RestOfWorldMember 2024-01-01 2024-12-31 0001819994 rklb:RestOfWorldMember us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2024-01-01 2024-12-31 0001819994 rklb:RestOfWorldMember 2023-01-01 2023-12-31 0001819994 rklb:RestOfWorldMember us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2023-01-01 2023-12-31 0001819994 us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2025-01-01 2025-12-31 0001819994 us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2024-01-01 2024-12-31 0001819994 us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2023-01-01 2023-12-31 0001819994 country:US 2025-12-31 0001819994 country:US us-gaap:GeographicConcentrationRiskMember us-gaap:AssetsTotalMember 2025-01-01 2025-12-31 0001819994 country:US 2024-12-31 0001819994 country:US us-gaap:GeographicConcentrationRiskMember us-gaap:AssetsTotalMember 2024-01-01 2024-12-31 0001819994 country:NZ 2025-12-31 0001819994 country:NZ us-gaap:GeographicConcentrationRiskMember us-gaap:AssetsTotalMember 2025-01-01 2025-12-31 0001819994 country:NZ 2024-12-31 0001819994 country:NZ us-gaap:GeographicConcentrationRiskMember us-gaap:AssetsTotalMember 2024-01-01 2024-12-31 0001819994 country:CA 2025-12-31 0001819994 country:CA us-gaap:GeographicConcentrationRiskMember us-gaap:AssetsTotalMember 2025-01-01 2025-12-31 0001819994 country:CA 2024-12-31 0001819994 country:CA us-gaap:GeographicConcentrationRiskMember us-gaap:AssetsTotalMember 2024-01-01 2024-12-31 0001819994 us-gaap:GeographicConcentrationRiskMember us-gaap:AssetsTotalMember 2025-01-01 2025-12-31 0001819994 us-gaap:GeographicConcentrationRiskMember us-gaap:AssetsTotalMember 2024-01-01 2024-12-31 0001819994 us-gaap:SubsequentEventMember 2026-02-26 0001819994 us-gaap:SubsequentEventMember 2026-01-01 2026-02-20

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________
FORM 10-K
______________________________________________________
(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31 , 2025
OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM                   TO

Commission File Number 001-39560
______________________________________________________
ROCKET LAB CORP ORATION
(Exact name of Registrant as specified in its Charter)
______________________________________________________

Delaware
39-2182599

(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer
Identification No.)
3881 McGowen Street
Long Beach , California
90808

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: ( 714 ) 465-5737
______________________________________________________
Securities registered pursuant to Section 12(b) of the Act:

Title of each class   Trading
Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   RKLB
  The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes x     No o
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o      No x
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x     No o
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes x     No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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
x Accelerated filer o

Non-accelerated filer o Smaller reporting company o

Emerging growth company o

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 13(a) of the Exchange Act.     o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o     No x
The aggregate market value of the registrant’s common stock, $0.0001 par value per share, held by non-affiliates of the registrant on June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, was $ 14.9 billion (based on the closing sales price of the registrant’s common stock on that date). Shares of the registrant’s common stock held by each officer and director and each other person who may be deemed to be an affiliate of the registrant have been excluded from the computation. This determination of affiliate status with respect to the foregoing calculation is not necessarily a conclusive determination for other purposes.
As of February 20, 2026, the registrant had 567,445,449 shares of common stock, $0.0001 par value per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Information required by Part III of this Form 10-K is incorporated by reference to the registrant’s proxy statement or the Proxy Statement, for the 2026 annual meeting of stockholders, which proxy statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K.

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Annual Report on Form 10-K may constitute “forward-looking statements” for purposes of the federal securities laws. The information included in this Annual Report on Form 10-K has been provided by us and our management, and such forward-looking statements include statements relating to the expectations, hopes, beliefs, intentions or strategies regarding the future of Rocket Lab Corporation (the “Company” or “Rocket Lab”) and its management team. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “could,” “expect,” “intends,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this Annual Report on Form 10-K are based on current expectations and beliefs concerning future developments and their potential effects on Rocket Lab. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described below and under the heading “Risk Factors.”
• Our ability to effectively manage future growth and achieve operational efficiencies;
• any inability of us to operate our Electron Launch Vehicle (“Electron”) at its anticipated launch rate, including due to any government action related to launch failure and our ability to operate, could adversely impact our business, financial condition and results of operations;
• our inability to develop our Neutron Launch Vehicle (“Neutron”) or significant delays in developing Neutron could adversely impact our business, financial condition and results of operations;
• success in retaining or recruiting, or changes required in, officers, key employees or directors, and our ability to attract and retain key personnel, including Sir Peter Beck, our President, Chief Executive Officer and Chairman;
• our inability to utilize our launch pads at our private launch complex in Mahia, New Zealand or at NASA’s Wallops Flight Facility, at Wallops Island, Virginia with sufficient frequency to support our launch cadence and future related revenue growth expectations could adversely impact our business, financial condition and results of operations;
• our spacecraft, space systems or space system components failing to operate as intended could have a material adverse effect on our business, financial condition and results of operations;
• changes in the competitive and highly regulated industries in which we operate, variations in operating performance across competitors, changes in laws and regulations affecting our business and changes in our capital structure;
• changes in governmental policies, priorities, regulations, mandates or funding for programs in which we or our customers participate, which could negatively impact our business;
• changes in trade policies, including tariffs;
• loss of, or default by, one or more of our key customers or inability of customers to fund contractual commitments, which could result in a decline in future revenues, cancellation of contracted launches or space systems orders or termination or default of existing agreements;
• the inability to comply with, and costs associated with complying, any applicable regulations, and specifically, United States (“U.S.”) government contract regulations, which could result in loss of contract opportunities, contract modifications or termination, assessment of penalties and fines, and suspension or debarment from U.S. government contracting or subcontracting;
• defects in or failure of our products to operate in the expected manner, including any launch failure, which could result in a loss of revenue, impact our business, prospects and profitability, increase our insurance rates and damage our reputation and ability to obtain future customers;
• inability or failure to protect intellectual property;
• disruptions in the supply of key raw materials or components used to produce our products or increases in prices of raw materials, including restrictions on our ability to obtain rare earth minerals;
i

Table of Contents

• the ability to implement our business plans, forecasts and other expectations, including the integration of recently acquired businesses, and to identify and realize additional opportunities;
• the diversion of management’s attention and consumption of resources as a result of acquisitions of other companies and success in integrating and otherwise achieving the benefits of recent and potential acquisitions;
• our inability to effectively integrate or benefit from recently purchased assets or businesses;
• global inflation and interest rates;
• impacts of the war in Ukraine or other global conflicts;
• fluctuations in foreign exchange rates;
• the risk of downturns in government and commercial launch services and spacecraft industries;
• our ability to anticipate changes in the markets for rocket launch services, mission services, spacecraft and spacecraft components;
• the inability or failure to comply with contractual requirements or covenants;
• failure to maintain adequate operational and financial resources or raise additional capital or generate sufficient cash flows;
• any significant disruption in or unauthorized access to our computer systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks; and
• other factors detailed under the section of this Annual Report on Form 10-K entitled “Risk Factors.”
Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified by a global crises and/or any response to such a crisis and there may be additional risks that we currently consider immaterial or which are unknown. It is not possible to predict or identify all such risks. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
You should read this Annual Report on Form 10-K and the documents that we reference in this Annual Report on Form 10-K and have filed with the Securities and Exchange Commission (the “SEC”) as exhibits to this Annual Report on Form 10-K with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect. All forward-looking statements are qualified in their entirety by this cautionary statement.
You should also note that we may announce material business and financial information to our investors using our website (including at https://investors.rocketlabcorp.com), filings with the SEC, webcasts, press releases, and conference calls. We use these mediums, as well as our official corporate accounts on social media outlets such as X (formerly Twitter), Facebook, LinkedIn, Instagram, Bluesky and YouTube, to broadcast our launches and other significant events, and to communicate with the public about our company, our products, and other matters. It is possible that the information that we make available may be deemed to be material information. We therefore encourage investors and others interested in our company to review the information that we make available on our website and through our other official social media channels. The information contained on, or that can be accessed through, our website or our social media channels is not a part of this Annual Report on Form 10-K.
Unless the context requires otherwise, references in this Annual Report to “Rocket Lab,” “Company,” “we,” “us” and “our” refer to Rocket Lab Corporation and our subsidiaries.
ii

Table of Contents

Table of Contents

Page
PART I

Item 1.
Business
4

Item 1A.
Risk Factors
17

Item 1B.
Unresolved Staff Comments
38

Item 1C.
Cybersecurity
39

Item 2.
Properties
40

Item 3.
Legal Proceedings
41

Item 4.
Mine Safety Disclosures
41

PART II

Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
42

Item 6.
[Reserved]
42

Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
43

Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
55

Item 8.
Financial Statements and Supplementary Data
55

Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
55

Item 9A.
Controls and Procedures
56

Item 9B.
Other Information
57

Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
57

PART III

Item 10.
Directors, Executive Officers and Corporate Governance
58

Item 11.
Executive Compensation
58

Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
58

Item 13.
Certain Relationships and Related Transactions, and Director Independence
58

Item 14.
Principal Accounting Fees and Services
58

PART IV

Item 15.
Exhibits, Financial Statement Schedules
59

Item 16.
Form 10-K Summary
62

Index to Consolidated Financial Statements
F- 1

iii

Table of Contents

PART I

Item 1. Business
Who We Are
Our Mission: We Open Access to Space to Improve Life on Earth.
Rocket Lab is an end-to-end space company with an established track record of mission success. We deliver reliable launch services, spacecraft design services, spacecraft components, spacecraft manufacturing, optical systems and other spacecraft and on-orbit management solutions that make it faster, easier and more affordable to access space. We believe that space has defined some of humanity’s greatest achievements and it continues to shape our future. We are motivated by the impact we can have on Earth by making it easier to get to space and using it as a platform for innovation, exploration and infrastructure.
As one of select few commercial companies delivering regular access to orbit, our proven launch vehicle, spacecraft technology and global infrastructure uniquely position us to grow in this dynamic market. Advances in technologies, materials and components have led to miniaturization of spacecraft and a significant reduction in cost and time-to-market, concurrent with the increase in demand for space applications such as communications, remote sensing, Earth observation, meteorology and navigation. We provide customers with frequent, reliable and cost-effective access to orbit with Electron, a fully carbon composite launch vehicle powered by Rutherford, our electric turbopump 3D printed engines. Since our first Electron launch in 2017 through December 31, 2025, we have delivered over 200 spacecraft to orbit across 75 successful missions for commercial and government customers, including the United States (“U.S.”) Department of War (“DoW”), the National Aeronautics and Space Administration (“NASA”), the Defense Advanced Research Projects Agency (“DARPA”), the National Reconnaissance Office (“NRO”), and a number of domestic and international commercial spacecraft operators including Blacksky Holdings, Canon, Kinéis, Capella Space, Planet, OHB Group and Synspective. In 2025, Electron was the second most frequently launched orbital rocket.
Rocket Lab’s frequent launch cadence has been enabled through innovative manufacturing techniques for Electron, including 3D printing and automation, but production is only part of the formula for frequent and reliable launch. We believe our launch infrastructure is a key part of our success. We currently operate a private launch complex located in Mahia, New Zealand, which we refer to as Launch Complex 1 (“LC-1”). This launch complex is supported by a bi-lateral treaty between the United States and New Zealand governments that enables us to use U.S. launch and spacecraft technology for launches at LC-1 that otherwise would not be permitted for launches from foreign soil. This treaty provides us with a competitive advantage over other companies launching rockets from outside the U.S. that do not have the benefit of such a treaty. Additionally, by operating our own private launch complex, we do not have to share the launch complex with other launch providers and, subject to obtaining required regulatory clearances for launches, we have complete control over launch schedule and availability. LC-1 serves as our high-volume launch complex, with two launch pads capable of supporting up to 120 missions every year. We also operate a dedicated launch pad at NASA’s Wallops Flight Facility, at Wallops Island, Virginia, which we refer to as Launch Complex 2 (“LC-2”). LC-2 can support 24-hour rapid call-up capability for defense needs and urgent constellation replenishment and is currently licensed to launch 8 missions per year. We are currently constructing a dedicated launch pad located at the Mid-Atlantic Regional Spaceport within the NASA Wallops Flight Facility in Wallops Island, Virginia as a third launch complex, which we refer to as Launch Complex 3 (“LC-3”). LC-3 is being developed to receive and integrate Neutron launch vehicles.
Building on our strong foundation with Electron, we are now developing our Neutron launch vehicle. We anticipate Neutron will have a payload capacity of approximately 13,000 kg for reusable configuration launches to low Earth orbit and support lighter payloads for higher orbits. Neutron is tailored for large constellation deployments, interplanetary missions and potentially for human spaceflight. We expect constellation missions to make up an increasing percentage of small spacecraft launched, versus bespoke or one-off missions. As such, Neutron will be an important part of our end-to-end space solution as it is tailored to meet demand from this growing market.
Consistent with our endeavor to provide end-to-end space solutions for our customers, Rocket Lab has expanded beyond launch services into space systems, delivering spacecraft design services, spacecraft components, spacecraft manufacturing, optical systems and other spacecraft and on-orbit management solutions that make it faster, easier and more affordable to access space. Our space systems business utilizes our launch services, merchant spacecraft components, spacecraft design services, our family of spacecraft products, partnerships with global ground network service providers, as well as our own ground station network, and on-orbit constellation management capabilities to provide customers complete solutions that encompass design, build, launch and on-orbit operations.
4

Table of Contents

Our Competitive Strengths
• Flight Heritage – First Mover Advantage: Electron is the first small launch vehicle to establish frequent and reliable access to space with 75 successful missions and over 200 spacecraft deployed through December 31, 2025, and 77 successful missions as of February 26, 2026. Successfully reaching orbit repeatedly and delivering mission success across more than eight years of launches demonstrates Electron as a mature launch vehicle, and showcases Rocket Lab’s sophisticated team and robust manufacturing infrastructure and processes. We believe this gives us a significant competitive advantage over new and less-established market entrants to secure Rocket Lab both higher volume and market share and increasingly higher-value missions.
• Unique Technologies: We have innovated around key launch vehicle and spacecraft features and capabilities, including:
◦ Carbon composite tanks and structures, delivering substantial mass-savings while maintaining high structural integrity;
◦ An electric, turbo-pump-fed rocket engine that delivers high-performance while removing the complexity associated with traditional gas generator cycle engines;
◦ We believe we were the first company to 3D print an orbital rocket engine, and as of December 31, 2025, have flight heritage with over 800 engines launched to space. We leverage our unique 3D printing capabilities beyond engines to enable ultra-rapid design and testing of new flight hardware and dramatically shorten our time-to-market; and
◦ A unique kick stage that delivers spacecraft to precise and individual orbits increasing deployment flexibility and cost effectiveness for our customers. The kick stage can also be utilized as a fully-featured spacecraft, enabling hosted payload opportunities for our customers and for our own constellation applications.
• Deep Vertical Integration: We have vertically integrated design and manufacturing capabilities and developed world-class engineering and manufacturing teams across the United States, New Zealand and Canada. This allows us to manage and control almost every aspect of design, manufacturing and launch operations, enabling rapid prototyping and streamlined production to deliver products and solutions to orbit faster.
• Integrated Design and Test Capabilities: We own or lease our own propulsion test infrastructure, allowing us the capacity and flexibility to accelerate time-to-market while ensuring quality and a high rate of mission success.
• Multiple Launch Complexes: Rocket Lab operates two launch pads at its private orbital launch complex, LC-1, in Mahia, New Zealand. This launch complex can support up to 120 launches every year. By operating our own private launch complex, we have eliminated the availability issues commonly faced by other launch providers competing for a limited number of slots at shared launch complexes that they do not control. Rocket Lab also has access to two launch pads at the Mid-Atlantic Regional Spaceport within NASA Wallops Flight Facility in Wallops Island, Virginia: LC-2, which is operational, and LC-3, which is expected to be in service in 2026.
• A complete end-to-end space solution: Providing services and data from space has traditionally meant relying on multiple suppliers and mission partners. By providing launch services, spacecraft design and manufacturing services, including the vertically integrated supply of key spacecraft components, and on-orbit constellation management services, Rocket Lab provides strategic access to space.
Customers
Launch Services. As of December 31, 2025, we have launched and deployed over 200 spacecraft for our customers, which includes government customers, such as the United States Department of War (“DoW”), NASA and other U.S. government agencies. We also provide launch services to major domestic and international commercial and government spacecraft operators. Our launch services have been used by more than 20 organizations.
Space Systems. As of December 31, 2025, we have flight hardware on over 1,800 missions, including legacy missions enabled by Sinclair Interplanetary (acquired April 2020), Advanced Solutions, Incorporated (acquired October 2021), Planetary Systems Corporation (acquired November 2021), SolAero Technologies Corp. (acquired January 2022) and GEOST LLC (“GEOST”) (acquired August 2025). Our space systems have been used by a diverse mix of commercial, aerospace prime contractors and government customers.
5

Table of Contents

Our Growth Strategy
• Leverage our market position as the U.S.’ first commercially operational, dedicated small, orbital launch provider with NASA Category 1 certification, 75 successful launches and over 200 spacecraft deployed as of December 31, 2025 to win increasing numbers of launch services contracts, be entrusted with higher value payloads, and drive an increasing average selling price of our launch services.
• Continue to expand into new launch service verticals, such as Hypersonic Accelerator Suborbital Test Electron (HASTE).
• Expand our addressable launch market with the development of the medium-lift Neutron launch vehicle, where the additional lift capacity will enable significantly higher revenue per launch.
• Apply manufacturing scaling and cost-reduction strategies to the production of our launch vehicles, spacecraft components and subsystems, and satellites to capture large constellation opportunities and increasing market share.
• Expand our portfolio of spacecraft components by commercializing solutions developed for our launch vehicles and various spacecraft product lines, including avionics subsystems, radios and batteries.
• Leverage our proven spacecraft product lines to provide streamlined hosted payload and technology demonstration capabilities in low Earth orbit to commercial and government customers without the need for customers to procure separately designed and built third-party spacecraft buses.
• Build upon ongoing interplanetary spacecraft development efforts, as well as our announced Neutron launch vehicle development, to expand our addressable market for interplanetary scientific and commercial missions.
• Leverage our cost and frequency advantaged “access to space,” enabled by our established launch assets and proven capabilities, to further penetrate the available market for on-orbit constellation management and ultimately address the space applications market, representing the largest addressable market in the space economy.
Product & Services Overview
We design and manufacture small and medium-class rockets, spacecraft, spacecraft components, and flight and ground software to support the space economy. Our launch services are used to place spacecraft into Earth orbit, and escape trajectories. Our space systems are the building blocks for spacecraft, which includes composite structures, reaction wheels, star trackers, solar power solutions, radios, separation systems, command and control spacecraft software and optical systems. Our family of spacecraft product lines is configurable for a range of low Earth orbit, medium Earth orbit, geosynchronous orbit and interplanetary missions.
• Launch Services: We currently provide reliable and responsive launch services into low earth orbit on Electron for spacecraft up to 300 kg. We are also currently developing Neutron, a medium-lift launch vehicle, which we expect will provide efficient constellation launch services for payloads up to 13,000 kg for reusable configuration launches to low Earth orbit and support lighter payloads for higher orbits. Our operational launch facilities can support Electron and HASTE for up to 120 launch opportunities every year from LC-1, which is our private launch complex in Mahia, New Zealand, and up to 8 launch opportunities every year from LC-2 at NASA’s Wallops Flight Facility, at Wallops Island, Virginia.
• Space Systems: We provide spacecraft solutions for government and commercial customers ranging from selling individual spacecraft components for use by customers in constructing their own spacecraft to complete spacecraft design, manufacture and on-orbit operations. With our end-to-end space systems, customers can procure launch services, spacecraft, ground services and on-orbit management from one source, significantly streamlining their access to space.
6

Table of Contents

Launch Services
We design, manufacture and launch orbital and suborbital rockets to deploy payloads across a range of government and commercial missions from low Earth orbit to interplanetary destinations.
Electron is our orbital small launch vehicle that was designed to accommodate a high launch cadence business model to meet the growing and dynamic needs of our customers for small spacecraft launch services. Combining the use of innovative manufacturing technologies, including 3D printing and automation, Electron is optimized for rapid and frequent launch and has established itself as one of the most prolific and reliable orbital launch vehicles in the market. Since its maiden launch in 2017, Electron has become the leading small spacecraft launch vehicle, delivering over 200 spacecraft to orbit for government and commercial customers across 75 successful missions through December 31, 2025. In 2025, Electron was the second most frequently launched orbital rocket. Our launch services program has seen us develop many industry-leading innovations, including 3D printed electric turbo-pump rocket engines, fully carbon composite fuel tanks, a private orbital launch complex, a kick stage that can be configured to convert into a highly capable spacecraft on orbit.
Electron provides tailored access to orbit for the high-growth small spacecraft market across dedicated and rideshare missions. It is capable of deploying spacecraft of up to 300 kg to low Earth orbit across a wide range of orbital inclinations from 38 to 120 degrees from our operational LC-1 in Mahia New Zealand and a wide range of orbital inclinations from 38 to 60 degrees from our operational LC-2 in Wallops Island, Virginia. Electron is also capable of delivering spacecraft to deep space and interplanetary destinations, a capability which we successfully demonstrated with the launch of a NASA mission to the Moon in support of the agency’s Artemis program, Cislunar Autonomous Positioning System Technology Operations and Navigation Experiment (CAPSTONE). Electron has two primary stages and an innovative third kick stage, standing at 18 meters tall, with a diameter of 1.2 meters and a lift-off mass of approximately 14,000 kg, Electron’s design includes innovative use of avionics, electrical systems, and advanced carbon-composites for its structures and propellant tanks. Carbon-composite construction decreases mass by as much as 40 percent relative to other materials, contributing to Electron’s mass-to-orbit performance. Our in-house assembly of Electron’s composite tanks and structures improves cost efficiency and supports high rates of production. Electron’s kick stage enables the spacecraft to be placed in circular orbits, which is necessary to maintain consistent altitude, and is capable of engine restarts to deliver multiple payloads to a range of orbits, meeting precise orbit insertion requirements and deorbiting to avoid contributing to orbital debris.
Electron is propelled by a total of ten Rutherford engines that we manufacture at our headquarters in Long Beach, California. The Rutherford engine is a 5,600-lbf engine fueled by liquid oxygen and kerosene fed by electric turbo-pumps and is based on a propulsion cycle that makes use of electric motors and high-performance lithium polymer batteries to drive fuel pumps. Electric turbo-pumps are lower complexity than the turbomachinery typically required for gas generator cycles, yet still achieve high efficiency. We believe our Rutherford engine is the first oxygen/hydrocarbon engine to use additive manufacturing for all primary components, including the regeneratively cooled thrust chamber, injector pumps and main valves.
HASTE is a suborbital testbed launch vehicle derived from Rocket Lab’s heritage Electron rocket. HASTE provides reliable, high-cadence flight test opportunities needed to advance hypersonic and suborbital system technology development.
Electron is currently launched from our private launch complex in Mahia, New Zealand and our launch complex at NASA’s Wallops Flight Facility, at Wallops Island, Virginia. As of December 31, 2025, Electron had successfully launched 75 times and deployed over 200 spacecraft to orbit.
In March 2021, we announced plans to develop our reusable-ready medium-capacity Neutron launch vehicle that will increase the payload capacity of our space launch vehicles to approximately 13,000 kg for reusable configuration launches to low Earth orbit and support lighter payloads for higher orbits. Neutron will be tailored for commercial and U.S. government constellation launches and ultimately configurable for and capable of human space flight, enabling us to provide crew and cargo resupply to space stations. Neutron will also provide a dedicated service to orbit for larger civil, defense and commercial payloads that need a high level of schedule control and high-flight cadence. We expect to be able to leverage Electron’s flight heritage across various vehicle subsystems designs, launch complexes and ground station infrastructure.
The medium-lift Neutron will be a two-stage launch vehicle that stands 43 meters tall with a 5.5-meter diameter fairings. Neutron will feature a reusable first stage designed to return to launch site as well as land on an ocean platform, enabling flexibility of use, higher launch cadence, and decreased launch costs for customers. Neutron launches are planned to take place from LC-3 at Virginia’s Mid-Atlantic Regional Spaceport located at the NASA Wallops Flight Facility, which is currently under construction.
7

Table of Contents

Space Systems
We provide components and services to the space economy, including spacecraft components, design services, and spacecraft-as-a-service from low Earth orbit to deep space and interplanetary missions. We entered this market with our acquisition of leading spacecraft components manufacturer Sinclair Interplanetary and have since expanded our market participation with the acquisitions of Advanced Solutions, Incorporated, Planetary Systems Corporation, SolAero Technologies Corp. and GEOST. Our space systems initiatives are supported by the design and manufacture of our family of spacecraft product lines, along with a range of merchant market components, software and services for spacecraft, including composite structures, reaction wheels, star trackers, radios, separation systems, solar power solutions, command and control software, high voltage space-grade batteries, optical systems, and additional products in development. Each of these strategic acquisitions brought incremental vertically-integrated capabilities for our own family of spacecraft and also enabled Rocket Lab to deliver high-volume manufacturing of critical spacecraft components and software solutions at scale prices to the broader merchant market.
Our family of spacecraft is configurable for a range of low Earth orbit, medium Earth orbit, geosynchronous orbit, and interplanetary missions. Our versatile platforms can be configured to meet a broad range of customers’ requirements. Photon can be configured to operate as the upper stage of Electron (the kick stage) during launch, then with a simple command, transition into an operational spacecraft on orbit, eliminating the parasitic mass of deployed spacecraft and enabling full use of the fairing volume for payloads. Photon can also fly on other launch vehicles, such as our in-development Neutron launch vehicle, third-party launchers, and as a secondary payload on rockets developed under the National Security Space Launch program of the U.S. Space Force. Our family of spacecraft enables us to offer an end-to-end mission solution encompassing launch, full spacecraft manufacturing, ground services and mission operations to provide customers with streamlined access to orbit with Rocket Lab as a single mission partner.
Our family of spacecraft can also be used to conduct space-related scientific research, collect imagery and other remote-sensing data about the Earth, carry out lunar and other deep space planetary missions, and to demonstrate new space technologies. Our spacecraft can also be used in combination with Electron to deploy in different orbital locations and complete constellations in a single mission. Our spacecraft are intended for commercial, defense and civil government customers, including the DoW, NASA, other U.S. government agencies, and governments worldwide. Our first Photon spacecraft was successfully launched and placed into service in August 2020 and a second operational Photon was successfully launched in March 2021. Photon was selected by NASA in 2021 for the CAPSTONE mission, a pathfinder for the lunar Gateway initiative of the Artemis program, which involves a mini-space station NASA intends to use as a staging point for crewed lunar landings. The CAPSTONE spacecraft was deployed on its ballistic lunar transfer trajectory to the Moon in July 2022 and in November 2022 was inserted into it near rectilinear halo orbit as planned. In November 2025, our twin spacecraft, Blue and Gold, were put into orbit as part of NASA’s Escape and Plasma Acceleration and Dynamics Explorers (ESCAPADE) mission.
Rocket Lab’s space systems business also designs and manufactures a range of spacecraft components, including composite structures, reaction wheels, star trackers, radios, separation systems, solar power solutions, command and control software, high voltage space-grade batteries, optical systems, and other products in development to serve a wide variety of missions.
Solar power solutions include a suite of vertically-integrated space solar cell, Coverglass Interconnected Cells (“CICs”) and solar array products, each specifically designed for missions to low Earth orbit, medium Earth orbit, geosynchronous orbit or interplanetary applications. Rocket Lab’s space solar cells, CICs and panels are among the highest performing in the world and support civil space exploration, science, defense and intelligence, and commercial markets.
Reaction wheels are motor-driven flywheels used to store angular momentum on spacecraft. Many spacecraft use three or four reaction wheels to provide agile, 3-axis pointing control. Some configurations use a single wheel, called a “momentum wheel,” for stable Earth-pointing control. All Rocket Lab reaction wheels incorporate an onboard digital processor with speed and torque control loops. Wheels are sized by their maximum angular momentum measured in Newton-meters (“Nm”). We make a large number of different wheel sizes, ranging from 3 mNms to 12 Nms. Bigger spacecraft require bigger and more costly wheels, with determination of the correct size of wheel for a particular spacecraft requiring detailed engineering analysis.
Star trackers are optical sensors that determine a spacecraft’s pointing direction and rotation rate by looking at the stars. Our star trackers are fully integrated units, incorporating the lens, detector, processor, and all of the power supply and support circuits. A catalog of more than two million possible star triangles is loaded into the device before launch, allowing the processor to determine the spacecraft’s pointing from any single image.
Power systems include both the high-capacity, high-voltage batteries used to power the electric turbo-pumps in the Rutherford rocket engine used by Electron and other batteries used for small spacecraft.
8

Table of Contents

Separation systems, including motorized lightband and canisterized spacecraft dispensers (“CSD”), are used to separate spacecraft from launch vehicles in orbit. The motorized lightband is a ringed system with sizes from 8-inches in diameter up to 39-inches in diameter. Lightbands deploy spacecraft via motors and a mechanical linkage. The CSD is a reliable and cost-effective housing that protects spacecraft during launch and deploys them into space. Fully encapsulated, the CSD minimizes damage risk and eliminates the necessity for heavy or complicated interface structures between the spacecraft and launch vehicle platform.
Flight and Ground Software Services enable customer’s mission, providing total spacecraft command, guidance, navigation, control, ground station interface, and ground data system solutions.
Our Optical Systems business develops and builds advanced electro-optical and infrared (“EO/IR”) sensor payloads for national security space missions. Specializing in space domain awareness, missile tracking, and tactical intelligence, we provide high-performance, affordable, and compact hardware for military satellites and ground-based surveillance systems. Our optical systems are used for space domain awareness to track and monitor space objects of interest, for missile warning, tracking and defense, and for space protection to identify potential threats to satellites and other space assets.
Spacecraft Engineering and Design Services and On-Orbit Constellation Management Services
Our space systems engineering team works with customers to develop, design and manufacture full spacecraft solutions from low Earth orbit to interplanetary spacecraft. We also offer constellation management services where we perform command and control operations and leverage our ground station infrastructure and partnerships to deliver data to spacecraft constellation operators.
Sales, Business Development and Mission Management
We sell our launch services and space systems through a unified global business development team that cross-sells launch and space systems and leverages shared technical, proposal writing, mission project management and administrative resources. This team is based primarily in the United States and focuses on government customers, such as the DoW, NASA, and other U.S. government agencies, as well as major domestic and international commercial spacecraft operators and spacecraft manufacturers. The business development team works closely with our engineering teams to develop optimal solutions for our customers. Given the well-defined and consolidated nature of our customer base, we are able to adequately address our market with a lean and focused team.
Many of our business development team members have previously worked for government agencies and large institutional space and technology companies. They have in-depth knowledge and understanding of the industry and can draw on a vast network of contacts to support business development. With 75 successful missions and over 200 spacecraft deployed through December 31, 2025, and a growing number of Rocket Lab spacecraft components operating on orbit, our team has a high-level of insight into customer requirements and evolving industry trends, putting us in a strong position to ensure our products and services meet customer needs.
Marketing
We utilize strategic marketing to accelerate sales opportunities and build brand awareness. Rocket Lab has established a strong brand through various activities, including:
• conferences and industry events at which we participate, sponsor, exhibit and speak;
• press releases and media engagement;
• social media postings;
• merchandising;
• cooperative marketing efforts with customers; and
• communicating our differentiated selling points and product features through marketing collateral such as our website, payload user guides, product data sheets, presentations, and high-quality launch webcasts and videos.
To date, conferences and industry events and direct outreach have been the primary drivers of our sales leads and have helped us achieve sales with relatively low marketing costs.

9

Table of Contents

Engineering
We have made significant investments in our engineering teams. Our team members have a broad range of expertise from a range of industries including; aerospace, automotive, and marine, and broader manufacturing and technology. Rocket Lab’s high level of vertical integration means that these engineering teams design and provide manufacturing support for components, sub-systems, and assemblies across the full range of our launch vehicles, and spacecraft family. They support the full product lifecycle from new product innovation to sustaining engineering, including payload lift capacity increases and other performance improvements, to new product features such as booster reusability and cost reduction initiatives.
Our engineering teams across New Zealand, the United States and Canada address all key areas of launch vehicle build, payload integration, launch operations, ground segment communications, on-orbit spacecraft operations and spacecraft component design and manufacturing. Key areas of technical focus include composite structures, additive manufacturing, machining, avionics and power systems, propulsion assembly and test, spacecraft system design assembly and test, solar cell foundry through solar array design and manufacturing, printed circuit-board design, optical systems and integration, guidance and navigation, attitude direction and command and control, amongst other engineering focus areas.
These teams are supported by centralized planning and program management functions that guide significant projects across Rocket Lab for consistency and visibility. We leverage sophisticated product lifecycle management software tools, computer-aided design systems and business processes to drive efficiency and better manage the entire product lifecycle, including designing, sourcing and building the products that enable our launch services and end-product deliveries.
Supply Chain
We are highly vertically integrated, in that we design and manufacture many components and subsystems for our launch vehicles and family of spacecraft. In addition, we sell many spacecraft components into the merchant market. To support this level of vertical integration we have developed extensive supply chain operations and capabilities that are global in nature and enabled by sophisticated third-party enterprise resource planning systems and tools. These systems and tools are largely supported by an in-house team of enterprise information systems personnel.
We obtain raw materials, components, sub-systems and capital equipment, and other supplies from suppliers that we believe to be reputable and reliable. We have established and follow internal quality control processes to source suppliers, considering engineering validation, quality, cost, delivery and lead-time. We have a quality management team that is responsible for managing and ensuring that supplied components meet quality standards. While we largely source raw materials and other inputs and services from multiple sources, in some cases we also purchase various inputs and services from a sole source. Although we endeavor to diversify our supply chain, in those sole source supplier situations we manage this sole source risk through carrying increased buffer stock, particularly on long-lead items.
Manufacturing, Assembly and Launch Operations
Rocket Lab conducts global operations in support of its research and development, manufacturing, assembly and launch functions. We have our rocket propulsion and avionics manufacturing facilities in Long Beach, California, composite manufacturing, high-voltage battery systems, launch vehicle integration and propulsion testing in Auckland, New Zealand, space solar cell through solar array production in Albuquerque, New Mexico, optical systems in Tucson, Arizona and launch complexes in Mahia, New Zealand and Wallops Island, Virginia. We strive to instill a manufacturing culture of continuous improvement and leverage best practices in quality control and worker safety across our facilities. We have achieved Category-1 certification by the NASA Launch Services Program. We possess differentiated, in-house rapid prototyping capabilities to support both research and development initiatives and to accelerate time-to-market benefits for critical production ramps. These capabilities include computer numerically controlled machining stations, balancing machines and 3D printers and related expertise.

10

Table of Contents

Long Beach Corporate Headquarters and Manufacturing Facility and Engine Development Center
From our Long Beach, California facilities, which consists of three buildings, in addition to manufacturing, we manage corporate administrative functions, sales and business development, launch services mission management, and conduct a range of research and development activities. Our lease for our corporate headquarters location expires on June 30, 2027, and we have the option to extend the term of the lease for up to two additional periods of five years each thereafter. The Engine Development Center lease expires on November 30, 2030 and has an option to extend the term for five years.
Our Rutherford engine and avionics production activities are conducted out of our Long Beach facilities, as is the case for Neutron’s Archimedes engine and avionics design and production activities. We designed our manufacturing technology and processes to operate and scale efficiently as we grow and expand our business. Our proprietary manufacturing processes, which include specialized automated equipment, is comprised of three primary steps; (i) additive manufacturing, (ii) machining and (iii) assembly of complete engines and avionics subsystems. Our Long Beach facilities are also home to spacecraft satellite design and production activities, in addition to a Mission Operations Center from which our team conducts on-orbit operation of our family of spacecraft.
Auckland, New Zealand R&D and Production Complexes
From this location we conduct research and development, design and manufacturing of launch vehicles, perform remote launch activities and design and manufacture a range of components and subsystems for our internal and merchant spacecraft demands. We conduct these operations at four adjacent leased buildings comprising an approximately 200,000 square foot complex in Auckland, New Zealand (the “Auckland complex”). Manufacturing related activities at the Auckland complex include the manufacture, assembly, and testing of high-voltage battery systems that power the Rutherford engines for Electron, the manufacturing and assembly of composite tanks, fairings, and other launch vehicle structures, electrical harnesses, complete kick stages, and final vehicle integration. Research and development activities include those related to launch vehicles, launch operations and a broad range of space systems initiatives. Our primary lease for this complex expires on April 30, 2028.
Auckland, New Zealand Propulsion Test Site
We currently operate a propulsion test complex approximately 45 km outside of Auckland where we test our rocket engines and related subsystems. Our propulsion test complex features multiple custom-built vertical test stands for liquid propulsion, composite tank, component and static stage fires. Operating our own private test complex means we avoid the delays and schedule conflicts that are common at shared test facilities. We lease the property where our test site is located. The current term of the lease for our test complex expires on November 15, 2029, but we have the right to renew this lease agreement for several additional terms of approximately five years each, which would allow us to continue to use this test complex through at least 2054.
Mahia, New Zealand Launch Complex 1
We operate a private orbital launch complex, our Launch Complex 1, in Mahia, New Zealand. We lease the property where Launch Complex 1 is located. The current term of this lease expires on November 30, 2027, but we have the right to renew our lease agreement for three additional terms of three years each, which would allow us to continuing using this launch complex through at least 2036.
This launch complex is capable of supporting up to 120 launches per year. Rocket Lab operates two active launch pads at LC-1: Pad A and Pad B. The operation of two launch pads within the launch complex eliminates the time required between launches for a full pad recycle, enabling responsive launch opportunities for our customers. The site features a vehicle processing facility that can house two Electron launch vehicles at any one time to support parallel launch campaigns. LC-1 is home to two identical, state-of-the-art payload processing facilities that include ISO 8 cleanrooms, dedicated electrical control rooms and comfortable customer lounge-style offices.
Wallops Island, Virginia Launch Complex 2
Rocket Lab has access to a dedicated launch pad located at the Mid-Atlantic Regional Spaceport within the NASA Wallops Flight Facility in Wallops Island, Virginia as a second launch complex, which we call LC-2. Our current agreement provides us with rights to access the facilities, launch property and services at this launch complex expires on September 28, 2028.
11

Table of Contents

LC-2 represents a new responsive launch capability within the United States. The complex was designed to support both commercial and U.S. government launch services and is licensed to support 8 missions per year. The site can support launches to inclinations between 38 and 60 degrees. In addition to the dedicated launch pad for Electron, Rocket Lab also operates an Integration and Control Facility within the Wallops Research Park. This facility is dedicated to secure vehicle and payload processing facilities. The facility can process several Electron launch vehicles and customer payloads concurrently, enabling rapid and responsive launch opportunities and parallel launch campaigns. We have built out all of the physical infrastructure that we need in order to use this launch complex and on January 24, 2023, we successfully launched our first Electron from NASA Wallops Flight Facility.
Wallops Island, Virginia Launch Complex 3
Rocket Lab has access to a dedicated launch pad located at the Mid-Atlantic Regional Spaceport within the NASA Wallops Flight Facility in Wallops Island, Virginia as a third launch complex, which we call LC-3. Our current agreement provides us with rights to access the facilities, launch property and services at this launch complex expires on February 15, 2034.
LC-3 will represent a new responsive launch capability within the United States. The complex is designed to support both commercial and U.S. government launch services and is licensed to support 2 missions per year, with the potential for an increased number of missions pending ongoing assessments. In addition to the dedicated launch pad for Neutron, Rocket Lab will have access to the Mid-Atlantic Regional Spaceport Payload Processing Facility (PPF). This facility is dedicated to secure vehicle and payload processing facilities. We are currently building out all of the physical infrastructure that we need in order to use this launch complex.
Albuquerque, New Mexico Solar Cell Production Facility
Our solar cell through solar array production activities are conducted at our Albuquerque, New Mexico facility. From this location we research, develop, design and manufacture solar power solutions in an approximately 160,000 square foot production, research and development complex. We have a ground lease for one building that expires on September 18, 2050 and a lease on the second building that expires on May 31, 2042.
Tucson, Arizona Optical Systems Facility
Our optical systems business is based out of our Tucson, Arizona facilities. At these facilities we research, develop, design and manufacture advanced EO/IR sensor payloads. We have various leases that expire between 2028 and 2032.
Competition
We believe our main sources of competition fall into 4 categories:
• companies providing dedicated and rideshare launch vehicles to deliver payloads to generic and custom planes/inclinations and altitude trajectories, such as Northrop Grumman, SpaceX, United Launch Alliance (a joint venture between Lockheed Martin Corporation and The Boeing Company), Firefly, Blue Origin, and established Russian, Indian, Chinese, European and Japanese launch providers;
• companies that are reported to have plans to provide launch vehicles that can deliver payloads to a range of planes/inclinations and altitude trajectories;
• companies providing spacecraft solutions, such as Airbus, Lockheed, Boeing, General Atomics, General Dynamics, Maxar Technology, Northrop Grumman, Raytheon Technologies, Thales Alenia Space, Astro Digital, York Space Systems and L3Harris; and
• companies providing spacecraft components in the commercial marketplace, such as Ball Aerospace, Raytheon, Collins Aerospace, Bradford Space, Honeywell Aerospace, GOMSpace, Redwire and Beyond Gravity.
The principal competitive factors in our market include:
• flight heritage and reliability;
• delivery schedule;
• ability to customize products to meet specific needs of the customer;
• performance and technical features;
• price; and
• customer experience.
We believe that we compete favorably across these factors.
12

Table of Contents

Intellectual Property
The protection of our technology and intellectual property is an aspect of our business. We use a combination of patents, trademarks, trade secrets, copyrights, confidentiality procedures, contractual commitments and other legal rights to establish and protect our intellectual property. We generally enter into confidentiality agreements and invention or work product assignment agreements with our employees and consultants to control access to, and clarify ownership of, our proprietary information.
Human Capital
As of December 31, 2025, we had over 2,600 full-time permanent employees worldwide. We believe that our strong culture of collaboration and innovation, combined with our close connection to employees, are key drivers of our market differentiation and business success. Additionally, our employees are not subject to collective bargaining agreements.
Culture
At Rocket Lab, we pride ourselves on fostering a culture of innovation, grit, and collaboration where we celebrate our collective achievements. This dynamic spirit is showcased during our various workforce events, including milestone celebrations, launch viewing gatherings, community engagement opportunities, collaborations with local and regional organizations promoting aerospace and STEM education, holiday celebrations and even our annual Rocket Challenge and employee awards ceremony. During the Rocket Challenge, teams come together globally across our sites and disciplines, putting aside their regular tasks to design and launch the most impressive small rockets. This event highlights quick thinking, innovative craftsmanship, and strong team camaraderie. The event concludes with a special awards ceremony where we honor the winners of our annual staff awards recognizing their exceptional contributions. This spirit of competition is particularly strong among employees with the technical skills and experience essential to our business. We believe that fostering this culture of collaboration, competition, and celebration significantly enhances our ability to attract, retain, and engage our team. It keeps our employees motivated and deeply involved in the meaningful work that furthers our mission.
Safety
Rocket Lab has robust health and safety policies, systems, and processes across the business to enable a safe working environment. Supported by the executive leadership team, Rocket Lab employees are empowered to make decisions and take steps to identify and correct hazards to ensure they maintain a safe and healthy workplace for themselves, colleagues and our business.
Operational Excellence
At Rocket Lab, we prioritize operational excellence and efficiency as key drivers for our success. By leveraging the experiences, knowledge, and cultures of our team members, we generate innovative solutions and maintain high performance levels across all areas of our organization.
We emphasize the importance of teamwork and valuing each individual's contributions towards streamlined operations. We are dedicated to fostering an environment where all team members feel respected and can perform at their best, aligned with our goals to optimize team functionality and productivity.
Talent
Our Rocket Lab team members are incredibly talented, and we are dedicated first and foremost to fostering and growing talent from within. Rocket Lab offers training opportunities across the company, including internal and external resources and courses tailored to developing our talent pipeline. We also offer an internship program with a focus on skill enhancement and practical experience that prepares a new generation of talent to join Rocket Lab. We partner closely with schools and universities both locally and nationally including hosting hiring events and info sessions to grow our internship cohort and broader employee population. Additionally, we have supported individuals impacted by local aerospace layoffs by hosting and attending hiring events dedicated to finding them employment.
13

Table of Contents

Governmental Regulation
Compliance with various governmental regulations has an impact on our business, including our capital expenditures, revenue, earnings and competitive position, which can be material. We incur or will incur costs to monitor and take actions to comply with governmental regulations that are or will be applicable to our business, which include, among others, federal securities laws and regulations, applicable stock exchange requirements, export and import control, economic sanctions and trade embargo laws and restrictions and regulations of the U.S. Department of Transportation, Federal Aviation Administration (“FAA”), the New Zealand Space Agency and other government agencies in the United States, Canada, and New Zealand. See “Risk Factors–Risks Relating to Our Business” for a discussion of material risks to us, including, to the extent material, to our competitive position, relating to governmental regulations, and see “Management’s Discussion and Analysis of Financial Condition and Results of Operation” together with our consolidated financial statements, including the related notes included therein, for a discussion of material information relevant to an assessment of our financial condition and results of operations, including, to the extent material, the effects that compliance with governmental regulations may have upon our capital expenditures and earnings.
The U.S. government may terminate any of our government contracts and subcontracts either at their convenience or for default based on our performance. If a contract is terminated for convenience, we generally are protected by provisions covering reimbursement for costs incurred on the contract, up to termination, and profit on those costs. If a contract is terminated for default, we generally are entitled to payment for our work that has been accepted by the U.S. government; however, the U.S. government could make claims to reduce our recovery or recoup its procurement costs and could assess other special penalties.
Corporate Information
Our corporate headquarters are located at 3881 McGowen Street, Long Beach, California 90808, and our telephone number is (714) 465-5737. Our website is located at www.rocketlabcorp.com. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, including exhibits, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) will be made available free of charge on our website as soon as reasonably practicable after we electronically file these materials with, or furnish it to, the SEC on their website located at www.sec.gov. The contents of our website are not incorporated into this Annual Report on Form 10-K, and our reference to the URL for our website is intended to be an inactive textual reference only. The information contained on, or that can be accessed through, our website is not a part of this Annual Report on Form 10-K.
Corporate History and Background
Our predecessor entity, Rocket Lab USA, Inc., completed a merger with Vector Acquisition Corporation (“Vector”) on August 25, 2021 (the “Business Combination”), in conjunction with which Vector changed its name to Rocket Lab USA, Inc., a Delaware corporation (“Rocket Lab USA”).
On May 8, 2025, Rocket Lab USA announced plans to implement a holding company reorganization (the “Reorganization”). On May 23, 2025, Rocket Lab USA implemented the Reorganization pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated as of May 23, 2025, among Rocket Lab USA, Rocket Lab and Rocket Lab Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Rocket Lab (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Rocket Lab USA, with Rocket Lab USA continuing as the surviving corporation and a wholly owned subsidiary of Rocket Lab (the “Merger”). Following the Merger, Rocket Lab became the successor issuer to Rocket Lab USA.
At the effective time of the Reorganization (“Effective Time”), (i) each share of Rocket Lab USA common stock, par value $0.0001 per share (“Rocket Lab USA Common Stock”), issued and outstanding immediately prior to the Effective Time, was automatically converted into one share of Rocket Lab Corporation common stock, par value $0.0001 per share, having the same designation, rights, powers, and preferences, and qualifications, limitations, and restrictions as a share of Rocket Lab USA Common Stock immediately prior to consummation of the Reorganization and (ii) each share of Rocket Lab USA Series A Convertible Participating Preferred Stock, par value $0.0001 per share (“Rocket Lab USA Preferred Stock”), issued and outstanding immediately prior to the Effective Time was automatically converted into one share of Rocket Lab Corporation Series A Convertible Participating Preferred Stock, par value $0.0001 per share, having the same designation, rights, powers, and preferences, and qualifications, limitations, and restrictions as a share of Rocket Lab USA Preferred Stock immediately prior to consummation of the Reorganization.
14

Table of Contents

Risk Factors Summary
You should carefully read the risks described below, this Annual Report on Form 10-K and especially consider the factors discussed in the section entitled “Risk Factors.” If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to:
• We have experienced rapid growth in recent periods and those growth rates may not be indicative of our future growth. If we fail to manage our growth effectively, we may be unable to execute our business plan and our business, results of operations, and financial condition could be harmed.
• We have a limited operating history in an evolving industry, which makes it difficult to forecast our revenue, plan our expenses and evaluate our business and future prospects.
• We have a history of losses, we anticipate increasing operating expenses and capital expenditures in the future, and we may not be able to achieve and, if ever achieved, maintain profitability.
• Our future revenue and operating results are dependent on our ability to generate a sustainable order rate for our products and services and develop new technologies to meet the needs of our customers or potential new customers.
• Our business with various governmental entities is subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto.
• We derive a substantial amount of our revenues from only a few of our customers. A loss of, or default by, one or more of these major customers, or a material adverse change in any such customer’s business or financial condition, could materially reduce our future revenues and contracted backlog.
• Disruptions in U.S. government operations and funding could have a material adverse effect on our revenues, earnings and cash flows, and otherwise adversely affect our financial condition.
• We may not be successful in developing new technology, including our Neutron launch vehicle, and the technology we are successful in developing may not meet the needs of our customers or potential new customers.
• We operate in highly competitive industries and in various jurisdictions across the world which may cause us to have to reduce our prices.
• Acquisitions or divestitures could result in adverse impacts on our operations.
• Uncertain global macro-economic and political conditions could materially adversely affect our results of operations and financial condition.
• We often rely on a single vendor or a limited number of vendors to provide certain key products or services and the inability of these key vendors to meet our needs could have a material adverse effect on our business.
• Launch vehicles are subject to manufacturing delays, damage or destruction during pre-launch operations, and launch failures, the occurrence of which can materially and adversely affect our operations.
• Spacecraft are subject to manufacturing and launch delays, damage or destruction during pre-launch operations, launch failures and incorrect orbital placement, the occurrence of which can materially and adversely affect our operations.
• If our launch vehicles and spacecraft fail to operate as intended, it could have a material adverse effect on our business, financial condition and results of operations.
• Our contracts may include performance-based payment terms that expose us to financial risks.
• Our revenue, results of operations and reputation may be negatively impacted if our products contain defects or fail to operate in the expected manner.
• Any inability to operate Electron at our anticipated launch rate could adversely impact our business, financial condition and results of operations.
• Disruptions in the supply of key raw materials or components, including restrictions on our ability to obtain rare earth minerals, and difficulties in the supplier qualification process, as well as increases in prices of raw materials, could adversely impact us.
15

Table of Contents

• The expansion of our operations subjects us to additional risks that can adversely affect our operating results.
• Space is a harsh and unpredictable environment where our products and service offerings are exposed to a wide and unique range of environmental risks, including, among others, coronal mass ejections, solar flares and other extreme space weather events and potential collision with space debris or another spacecraft, which could adversely affect our launch vehicle and spacecraft performance.
• Increased congestion from the proliferation of low Earth orbit constellations could materially increase the risks of potential collision with space debris or another spacecraft and limit or impair our launch flexibility and/or access to our own orbital slots.
• Our business involves significant risks and uncertainties that may not be covered by insurance.
• Interruption or failure of our infrastructure could hurt our ability to effectively perform our daily operations and provide and produce our products and services, which could damage our reputation and harm our operating results.
• Any significant disruption in or unauthorized access to our computer systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks, could result in a loss or degradation of service, unauthorized disclosure of data, or theft or tampering of intellectual property, any of which could materially adversely impact our business.
• If we cannot successfully protect our intellectual property, our business could suffer.
• Third parties may allege that our technology violates their proprietary data rights, which could have a negative impact on our operations.
• We are highly dependent on the services of Sir Peter Beck, our President, Chief Executive Officer and Chairman, and if we are unable to retain Mr. Beck, our ability to compete could be harmed.
• Our inability to hire or retain key personnel could adversely affect our business, operating results and financial condition.
• Labor-related matters, including labor disputes, may adversely affect our operations.
• Given the relative contribution and materiality of our New Zealand operations, fluctuations in foreign exchange rates or future hedging activities could have a negative impact on our business.
• We may require additional capital to support business growth, and this capital might not be available on company favorable terms, if at all, or may be available only by diluting existing stockholders or putting excessive debt leverage and insolvency risk on the business.
• Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under our debt instruments when they come due.
• We may be unable to raise the funds necessary to repurchase our convertible senior notes for cash following a fundamental change, or to pay any cash amounts due upon conversion, and our other then-existing indebtedness may limit our ability to repurchase the notes or pay cash upon their conversion.
• We are subject to counterparty risk with respect to the capped call transactions, and the capped call may not operate as planned.
16

Table of Contents

Item 1A. Risk Factors
Investing in our securities involves risks. You should consider carefully the risks and uncertainties described below, together with all of the other information in Annual Report on Form 10-K, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, before deciding whether to purchase any of our securities. Our business, results of operations, financial condition, and prospects could also be harmed by risks and uncertainties that are not presently known to us or that we currently believe are not material. If any of these risks actually occur, our business, results of operations, financial condition, and prospects could be materially and adversely affected. Unless otherwise indicated, references in these risk factors to our business being harmed will include harm to our business, reputation, brand, financial condition, results of operations, and prospects. In such event, the market price of our securities could decline, and you could lose all or part of your investment.
Risks Relating to Our Business
We have experienced rapid growth in recent periods and those growth rates may not be indicative of our future growth. If we fail to manage our growth effectively, we may be unable to execute our business plan and our business, results of operations, and financial condition could be harmed.
We have experienced, and may continue to experience, rapid growth, which has placed, and may continue to place, significant demands on our management and our operational and financial resources. Additionally, our organizational structure is becoming more complex as we scale our operational, financial and management controls, as well as our reporting systems and procedures. For example, our headcount has grown from approximately 1,400 employees as of December 2022 to over 2,600 employees as of December 31, 2025, and we have expanded across multiple areas of our business.
To manage growth in our operations, we will need to continue to grow and improve our operational, financial and management controls and our reporting systems and procedures. Our expansion has placed, and our expected future growth will continue to place, a significant strain on our management, sales and marketing, administrative, financial, research and development, and other resources. If we fail to manage our anticipated growth, such failure could negatively affect our reputation and harm our ability to attract new customers and to grow our business.
Our revenue was $601.8 million, $436.2 million and $244.6 million for the years ended December 31, 2025, 2024 and 2023, respectively. In future periods, we may not be able to generate or sustain revenue growth. We believe our success and revenue growth depends on a number of factors, including, but not limited to, our ability to:
• successfully develop our Neutron launch vehicle;
• scale our revenue and achieve the operating efficiencies necessary to achieve and maintain profitability;
• anticipate and respond to changing customer preferences;
• anticipate and respond to macroeconomic changes generally, including changes in the markets for rocket launch services, mission services, spacecraft and spacecraft components;
• improve and expand our operations and information systems;
• develop new technology that is responsive to and predictive of market conditions and demand;
• successfully compete against established companies and new market entrants;
• manage and improve our business processes in response to changing business needs;
• effectively scale our operations while maintaining high customer satisfaction;
• hire and retain talented employees at all levels of our business;
• integrate recent acquisitions, including personnel, systems and business processes;
• avoid or manage interruptions in our business from information technology downtime, cybersecurity breaches and other factors affecting our physical and digital infrastructure;
• adapt to changing conditions in our industry; and
• comply with regulations applicable to our business.
17

Table of Contents

If we are unable to accomplish any of these tasks, our revenue growth will be harmed. We also expect our operating expenses to increase in future periods, and if our revenue growth does not increase to offset these anticipated increases in our operating expenses, our business, results of operations, and financial condition will be harmed, and we may not be able to achieve or maintain profitability.
We have a limited operating history in an evolving industry, which makes it difficult to forecast our revenue, plan our expenses and evaluate our business and future prospects.
We have a limited operating history in a rapidly evolving industry that may not develop in a manner favorable to our business. While our business has grown rapidly, and much of that growth has occurred in recent periods, the markets for launch services, space systems, spacecraft components and space data applications may not continue to develop in a manner that we expect or that otherwise would be favorable to our business. As a result of our limited operating history and ongoing changes in our new and evolving industry, including evolving demand for our products and services, our ability to forecast our future results of operations and plan for and model future growth is limited and subject to a number of uncertainties. We have encountered and expect to continue to encounter risks and uncertainties frequently experienced by growing companies in rapidly evolving industries, such as the risks and uncertainties described herein. Accordingly, we may be unable to prepare accurate internal financial forecasts or replace anticipated revenue that we do not receive as a result of delays arising from these factors, and our results of operations in future reporting periods may be below the expectations of investors or analysts. If we do not address these risks successfully, our results of operations could differ materially from our estimates and forecasts or the expectations of investors or analysts, causing our business to suffer and our common stock price to decline.
We have a history of losses, we anticipate increasing operating expenses and capital expenditures in the future, and we may not be able to achieve and, if ever achieved, maintain profitability.
We may never achieve or sustain profitability and may continue to incur significant losses going forward. Any failure by us to achieve or sustain profitability on a consistent basis could cause the value of our common stock to decline. We experienced net losses of $198.2 million, $190.2 million and $182.6 million for the years ended December 31, 2025, 2024 and 2023, respectively. We expect to continue to incur net losses for at least the next 12 months and we may not achieve or maintain profitability in the future. Because the markets for launch services, space systems, spacecraft components and space data applications are evolving. In addition, our customers for whom we provide these products and services may experience delays or technical challenges with their products and services that limit or delay our expected revenue and future growth opportunities from those customers. We expect our operating expenses and capital expenditures to significantly increase as we continue to make significant investments, expand our operations and infrastructure, develop and introduce new technologies, and hire additional personnel. These efforts may be more costly than we expect and may not result in revenue growth or increased efficiency. If our revenue does not increase to offset these expected increases in our operating expenses, our net losses could increase. Any failure to increase our revenue sufficiently to keep pace with our investments and other expenses could prevent us from achieving or maintaining profitability or positive cash flow on a consistent basis. If we are unable to successfully address these risks and challenges as we encounter them, our business, results of operations, and financial condition could be adversely affected.
Our future revenue and operating results are dependent on our ability to generate a sustainable order rate for our products and services and develop new technologies to meet the needs of our customers or potential new customers.
Our financial performance is dependent on our ability to generate a sustainable order rate for our products and services as well as our ability to monetize products still in development. This can be challenging and may fluctuate on an annual basis as the number of contracts awarded varies. If we are unable to win new awards or execute existing contracts as expected, our business, results of operations, and financial position could be further adversely affected. Furthermore, if our customers experience delays or technical challenges with their products or services or exercise delay or termination rights under new or existing contracts, our ability to recognize the full potential value of such contracts could also adversely affect our business, results of operations and financial position.
The cyclical nature of the rocket launch services, mission services, spacecraft and spacecraft component markets could negatively impact our ability to accurately forecast customer demand. The markets that we serve may not grow in the future and we may not be able to maintain adequate gross margins or profits in these markets. Our growth is dependent on the growth in the sales of services provided by our customers, our customers’ ability to anticipate market trends, and our ability to anticipate changes in the businesses of our customers and to successfully identify and enter new markets. If we fail to anticipate such changes in demand, or such demand does not materialize to the extent we expected or at all, our business, results of operations, and financial position could be adversely affected.
18

Table of Contents

The rocket launch services, mission services, spacecraft and spacecraft component industries are each characterized by development of technologies to meet changing customer demand for complex and reliable products and services. Our current development projects include spacecraft capabilities; new reaction wheel sizes; and a new medium-lift rocket, called Neutron, for constellation deployment, interplanetary missions and potentially human spaceflight. Our products and services embody complex technology and may not always be compatible with current and evolving technical standards and systems developed by others. Failure or delays to meet the requisite and evolving industry or user standards could have a material adverse effect on our business, results of operations, and financial condition. Failure of suppliers to deliver against end customer requirements could lead to a material adverse effect on our financial results.
We have previously experienced, and may experience in the future, delays or other complications in the design, manufacture and commercialization of new rocket launch services, including the development and launch of our Neutron launch vehicle, mission services, spacecraft, spacecraft components and related technology. For example, we experienced a qualification testing failure of the Neutron Stage 1 tank on January 21, 2026 which ruptured the tank during a hydrostatic pressure trial resulting in an impact to Neutron’s launch schedule. If we fail to develop and successfully commercialize new technologies, if we fail to develop such technologies before our competitors, or if such technologies fail to perform as expected, or are inferior to those of our competitors, our business, financial condition and results of operations could be materially and adversely impacted.
Our business with various governmental entities is subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto.
Changes in government policies, priorities, regulations, government agency mandates, funding levels through agency budget reductions, the imposition of budgetary constraints, or a decline in government support or deferment of funding for programs in which we or our customers participate could result in contract terminations, delays in contract awards, reduction in contract scope, performance penalties or breaches of our contracts, the failure to exercise contract options, the cancellation of planned procurements, and fewer new business opportunities, all of which could negatively impact our business, financial condition, results of operations and cash flows. Such government policies, priorities, regulations and government agency mandates are evolving at a significant pace, and we expect further changes in policy positions and spending priorities from the U.S. government ..
The U.S. government has been aggressively pursuing cost reductions policies and elimination of government agencies and programs that could negatively impact the funding of government projects and programs in which we or our customers participate or compete for new contracts. They may also pursue changes in contract and payment terms, procurement practice and award criteria, and pursue other actions that may make such programs or contracts less profitable to us or not economically viable. The change in practices and policies, termination of projects, reduction or elimination of funding, and reduction in personnel staffing these entities may have a material impact on our or our customer’s existing government projects, including delays in completion and payments, and may eliminate certain contract opportunities in the future. Additionally, any failure by the U.S. government to enact a full-year appropriations bill could cause significant disruption to all government discretionary programs and corresponding impacts on the entire aerospace and defense industry, which could adversely affect our business, results of operations, financial condition and cash flows.
We are subject to the procurement policies and procedures set forth in the Federal Acquisition Regulation (“FAR”). The FAR governs aspects of U.S. government contracting, including contractor qualifications and acquisition procedures. The FAR provisions in U.S. government contracts must be complied with in order for the contract to be awarded and provides for audits and reviews of contract procurement, performance, and administration. Failure to comply with the provisions of the FAR could result in contract termination.
In addition, contracts with any government, including the U.S. government, may be terminated or suspended by the government at any time and could result in significant liability obligations for us. Remedies for termination may fall short of the financial benefit associated with full completion and operation of a contract. In addition, we may not be able to procure new contracts to offset the revenue or backlog lost as a result of any termination of government contracts. The loss of one or more large contracts could have a material adverse impact on our business, financial condition, results of operations and cash flows.
During 2025, 2024 and 2023, approximately 47%, 33%, and 31%, respectively, of our total annual revenues were derived from contracts with the U.S. government, U.S. prime contractors and its agencies or from subcontracts with other U.S. government contractors. Our contracts with the U.S. government are fixed-price contracts. Under firm fixed-price contracts, work performed and products shipped are priced at a fixed amount without adjustment for actual costs incurred in connection with the contract. Therefore, we bear the risk of loss if costs increase.
19

Table of Contents

Our ability to participate in and continue to pursue many of our business activities is regulated by various agencies and departments of the U.S. government and, in certain circumstances, the governments of other countries. Commercial space launches require licenses from the U.S. Department of Transportation (“DoT”) and the FAA. The Federal Communications Commission also requires licenses for radio communications during our rocket launches. Our classified programs require that we establish certain governance controls and maintain appropriate security clearances for certain of our facilities and employees. Failure to maintain the necessary clearances may impact our ability to perform classified program contracts or be awarded future contracts. We also require export licenses from the U.S. Department of State (“DoS”), the U.S. Department of Commerce (“DoC”) and, occasionally, the governments of other countries with respect to transactions we have with foreign customers or foreign subcontractors.
We derive a substantial amount of our revenues from only a few of our customers. A loss of, or default by, one or more of these major customers, or a material adverse change in any such customer’s business or financial condition, could materially reduce our future revenues and contracted backlog.
For the year ended December 31, 2025, our top five customers accounted for approximately 49% of our revenues and our top five backlog customers accounted for approximately 77% of our backlog in the aggregate as of December 31, 2025. Our customers could experience a downturn in their business or find themselves in financial difficulties, which could result in their ceasing or reducing their use of our services or becoming unable to pay for services they had contracted to buy. A substantial amount of our backlog for government customers is also subject to risks of future government funding levels, which may be substantially curtailed or abandoned, resulting in contract cancellations, modifications, delays, or reduction in orders. In addition, some of our customers’ industries are undergoing significant consolidation, and our customers may be acquired by each other or other companies, including by our competitors. Such acquisitions could adversely affect our ability to sell services to such customers and to any end-users whom they serve. Some customers have in the past defaulted, and our customers may in the future default, on their obligations to us due to bankruptcy, lack of liquidity, operational failure, or other reasons. Such defaults could adversely affect our revenues, operating margins and cash flows. If our contracted revenue backlog is reduced due to the financial difficulties of our customers or other reasons, including cancellations for convenience, our revenues, operating margins, and cash flows would be further negatively impacted.
Disruptions in U.S. government operations and funding could have a material adverse effect on our revenues, earnings and cash flows, and otherwise adversely affect our financial condition.
Any disruptions in federal government operations could have a material adverse effect on our revenues, earnings, and cash flows. A prolonged failure to maintain significant U.S. government operations, particularly those pertaining to our business, could have a material adverse effect on our revenues, earnings, and cash flows. Continued uncertainty related to recent and future government shutdowns, the budget and/or the failure of the government to enact annual appropriations, such as long-term funding under a continuing resolution, could have a material adverse effect on our revenues, earnings and cash flows. Additionally, disruptions in government operations may negatively impact regulatory approvals and guidance that are important to our operations. For example, the U.S. government shutdown that began on October 1, 2025, affected our business operations which caused delays in anticipated contract awards and payments. Other effects and impacts on our operations included:
• U.S. State Department delays impacting our ability to timely obtain the necessary licenses to support launches for foreign customers as well as the delay in processing of U.S. visa application for our foreign personnel;
• reduced government support for U.S. missions and programs, including the furlough of civilian employees, which have reduced communication and increased response times; and
• reduction of workforce at critical mission sites such as at our Wallops facility.
We may not be successful in developing new technology, including our Neutron launch vehicle, and the technology we are successful in developing may not meet the needs of our customers or potential new customers.
The markets in which we operate are characterized by changing technology and evolving industry standards, and we may not be successful in identifying, developing and marketing products and services that respond to rapid technological change, evolving technical standards and systems developed by others. Our competitors may develop technology that better meets the needs of our customers. If we do not continue to develop, manufacture, and market innovative technologies or applications that meet customers’ requirements, or if we are unsuccessful in the development, manufacture or sale of any new technology or application we attempt to develop or are able to develop, including Neutron, sales may suffer and our business may not continue to grow in line with historical rates or at all. If we are unable to achieve sustained growth, we may be unable to execute our business strategy, expand our business, or fund other liquidity needs, and our business prospects, financial condition and results of operations could be materially and adversely affected.
20

Table of Contents

We operate in highly competitive industries and in various jurisdictions across the world which may cause us to have to reduce our prices.
We operate in highly competitive industries and many of our competitors are larger and have substantially greater resources than we have.
We may also face competition in the future from emerging low-cost competitors. Competition in the rocket launch, spacecraft, spacecraft services and spacecraft component businesses is highly diverse, and while our competitors offer different products and services, there is often competition for contracts.
In addition, some of our foreign competitors currently benefit from, and others may benefit in the future from, protective measures by their home countries where governments are providing financial support, including significant investments in the development of new technologies. Government support of this nature greatly reduces the commercial risks associated with rocket launch, spacecraft and spacecraft component development activities for these competitors. This market environment may result in increased pressures on our pricing and other competitive factors.
Acquisitions or divestitures could result in adverse impacts on our operations.
In order to grow our business, we may acquire additional assets or companies. For example, we acquired GEOST on August 12, 2025. In connection with these acquisitions or any future acquisitions, there can be no assurance that we will be able to identify, acquire or obtain the required regulatory approvals, or profitably manage the additional businesses or successfully integrate any acquired businesses, products, or technologies without substantial expenses, delays or other operational, regulatory or financial problems. In addition, any acquired businesses, products or technologies may not achieve anticipated revenues and income growth.
Further, acquisitions may involve a number of additional risks, including diversion of management’s attention, failure to retain key personnel, or failure to attract the necessary talent to manage organizational growth. We may become responsible for unexpected liabilities that were not discovered or disclosed in the course of due diligence in connection with historical acquisitions and any future acquisitions. Additionally, acquisitions with international operations expose us to greater international business risks. If we do not realize the expected benefits or synergies of an acquisition, such as revenue gains or cost reductions, there could be a material adverse effect on our business, results of operations, and financial condition.
We may also seek to divest portions of our businesses which may no longer be aligned with our strategic initiatives and long-term objectives. Various factors could materially affect our ability to successfully do so, including the availability of buyers willing to purchase the assets on terms acceptable to us, difficulties in the separation of operations, the diversion of management’s attention from other business concerns, the disruption of our business, the potential loss of key employees, and the retention of uncertain contingent liabilities related to the divested business. We cannot assure that we will be successful in managing these or any other significant risks that we encounter in divesting a business or product line, and any divestiture we undertake could materially and adversely affect our business, financial condition, results of operations and cash flows.
Uncertain global macro-economic and political conditions could materially adversely affect our results of operations and financial condition.
Our results of operations are materially affected by economic and political conditions in the United States and internationally, including inflation, deflation, interest rates, recession or fears of recession, availability of capital, energy and commodity prices, the availability and cost of labor, trade laws and the effects of governmental initiatives to manage economic conditions. In certain prior periods, we have seen a broad-based weakening in the global macroeconomic environment which has impacted and could impact in the future certain of our markets. Additionally, instability in the global credit markets, the impact of uncertainty regarding global central bank monetary policy, the instability in the geopolitical environment in many parts of the world (including as a result of the on-going Russia and Ukraine war, the continued uncertainty surrounding the conclusion of the Israel-Hamas war, and China-Taiwan relations), the current economic challenges in China, including global economic ramifications of Chinese economic difficulties, and other disruptions may continue to put pressure on global economic conditions. The Trump administration has taken certain actions, including the implementation of tariffs, that could continue to adversely impact trade relations and the global economy. If global economic and market conditions, or economic conditions in key markets, remain uncertain or deteriorate further, we may experience material impacts on our business, operating results, and financial condition. In addition, due to such conditions current or potential customers may delay or decrease spending on our products and services as their business and/or budgets are impacted by economic conditions. The inability of current and potential customers to pay us for our products and services may adversely affect our earnings and cash flows.
21

Table of Contents

We often rely on a single vendor or a limited number of vendors to provide certain key products or services and the inability of these key vendors to meet our needs could have a material adverse effect on our business.
Historically, we have contracted with a single vendor or a limited number of vendors to provide certain key products or services, such as composites, inertial measurement units, construction of launch vehicle structures, and ground network services. In addition, our manufacturing operations depend on specific technologies and companies for which there may be a limited number of vendors. If these vendors are unable to meet our needs because they fail to perform adequately, are unable to match new technological requirements or problems, or are unable to dedicate engineering and other resources necessary to provide the services contracted for, our business, financial position and results of operations may be adversely affected. While alternative sources for these products, services, and technologies may exist, we may not be able to develop these alternative sources quickly and cost-effectively, which could materially impair our ability to operate our business. Furthermore, these vendors may request changes in pricing, payment terms, or other contractual obligations, which could cause us to make substantial additional investments.
Additionally, some of our suppliers’ employees are represented by labor unions. Labor union actions at suppliers can also affect us. Work stoppages and instability in our relationships with labor unions could delay the production and/or development of our products, which could strain relationships with customers and cause a loss of revenues which would adversely affect our operations.
Launch vehicles are subject to manufacturing delays, damage or destruction during pre-launch operations, and launch failures, the occurrence of which can materially and adversely affect our operations.
Delays in the manufacturing of launch vehicles, damage or destruction during pre-launch operations, or launch failures could have a material adverse effect on our business, financial condition and results of operations. The loss of, or damage to, a launch vehicle could result in significant delays in anticipated revenue to be generated by other rocket launch services using the same or similar launch vehicles or their components.
Spacecraft are subject to manufacturing and launch delays, damage or destruction during pre-launch operations, launch failures and incorrect orbital placement, the occurrence of which can materially and adversely affect our operations.
Delays in the manufacturing of spacecraft, launch delays, damage or destruction during pre-launch operations, launch failures or incorrect orbital placement could have a material adverse effect on our business, financial condition and results of operations. The loss of, or damage to, a spacecraft due to a launch failure could result in significant delays in anticipated revenue to be generated by that spacecraft. Any significant delay in the commencement of service of a spacecraft would delay or potentially permanently reduce the revenue anticipated to be generated by that spacecraft. In addition, if the loss of a spacecraft were to occur, we may not be able to accommodate affected customers with our other spacecraft until a replacement spacecraft is available, and we may not have on hand, or be able to obtain in a timely manner, the necessary funds to cover the cost of any necessary spacecraft replacement. Any launch delay, launch failure, underperformance, delay, or perceived delay could have a material adverse effect on our results of operations, business prospects and financial condition.
If our launch vehicles and spacecraft fail to operate as intended, it could have a material adverse effect on our business, financial condition and results of operations.
The manufacturing, testing, launching and operation of launch vehicles and spacecraft involves complex processes and technology. Our launch vehicles and spacecraft employ advanced technologies and sensors that are exposed to severe environmental stresses that have and could affect the performance of our launch vehicles. Hardware component problems and software issues could lead to deterioration in performance or loss of functionality of a launch vehicle and spacecraft. In addition, human operators may execute improper commands that may negatively impact a launch vehicle’s or spacecraft performance. Exposure of our launch vehicles and spacecraft to an unanticipated catastrophic event, such as collision with space debris, could reduce the performance of, or completely destroy, the affected launch vehicle and spacecraft. For example, as of December 31, 2025, we have had 75 successful missions and three failed customer launches, which occurred in July 2020, May 2021 and September 2023. In July 2020, the failed launch resulted from a battery related power-supply issue on the second stage propulsion system. In May 2021, our failed launch resulted from a second stage engine computer malfunction. In September 2023, our failed launch resulted from high voltage from the second stage’s power supply system resulting in a total loss of power. The failed missions resulted in the loss of all payloads onboard and prevented us from conducting future launches until we had investigated the cause of the failures and obtained authorization from the Federal Aviation Administration to resume launches.
22

Table of Contents

We may experience other problems with our launch vehicles or spacecraft that may reduce their performance and we cannot provide assurances that our spacecraft will continue to operate successfully in space throughout their expected operational lives. Even if a spacecraft is operated properly, technical flaws in that spacecraft’s sensors or other technical deficiencies or anomalies could significantly hinder its performance. During any period of time in which a type of launch vehicle or spacecraft is not operational, we may lose most or all of the revenue that otherwise would have been derived from it. Our inability to repair or replace a defective type of launch vehicle or spacecraft, or correct any other technical problem in a timely manner could result in a significant loss of revenue. If a launch vehicle or spacecraft experiences a significant anomaly such that its type is no longer operational, it would significantly impact our business, prospects and profitability. Additionally, any launch failures could damage our reputation and ability to obtain future customers for our launch services, prevent us from receiving any payments contingent on a successful launch and increase our insurance rates, which could have a material adverse effect on our business and prospects.
Our contracts may include performance-based payment terms that expose us to financial risks.
Certain contracts we enter into include payment structures that are contingent on the ongoing performance of the delivered product or service over an extended period of time. These payment terms may require us to meet specific performance criteria, and failure to do so could result in reduced payments, the cessation of payments, or the obligation to refund amounts previously received. Such performance-based payment terms may expose us to financial risks, including unexpected charges or losses, if the product or service does not perform as expected.
Our revenue, results of operations and reputation may be negatively impacted if our products contain defects or fail to operate in the expected manner.
We sell complex and technologically advanced products and services, including rocket launch services, mission services, spacecraft and spacecraft components. Sophisticated software used in our products and services, including software developed by us, may contain defects that can unexpectedly interfere with the software’s intended operation. Defects may also occur in components and products that we manufacture or purchase from third parties. Most of the launch vehicles, spacecraft and spacecraft components we have developed must function under demanding and unpredictable operating conditions and in harsh and potentially destructive environments. Our products and services may not be successfully implemented, pass required acceptance criteria, or operate or give the desired output, or we may not be able to detect and fix all defects in the launch vehicles, spacecraft, spacecraft components and systems we sell and/or use. Failure to do so could result in lost revenue, such as occurred after our launch failure in September 2023, and damage to our reputation and may adversely affect our ability to win new contract awards.
Any inability to operate Electron at our anticipated launch rate could adversely impact our business, financial condition and results of operations.
Our launch services business is currently dependent on Electron. To be successful, we will need to maintain a sufficient launch rate, which will be negatively impacted if we are not able to operate Electron for any reason, including not being granted appropriate government clearance after a launch failure such as occurred in connection with our launch failure in September 2023. We may be unable to operate Electron at our anticipated launch rate for a number of reasons, including, but not limited to, production delays or failures, design and engineering flaws, launch failures, natural disasters, epidemics or pandemics, changes in governmental regulations or in the status of our regulatory approvals or applications, customer delays or cancellations, or other events that force us to cancel or reschedule launches.
Disruptions in the supply of key raw materials or components, including restrictions on our ability to obtain rare earth minerals, and difficulties in the supplier qualification process, as well as increases in prices of raw materials, could adversely impact us.
Many raw materials, major components, and product equipment items are procured or subcontracted on a single or sole-source basis. Although we maintain a qualification and performance surveillance process and we believe that sources of supply for raw materials and components are generally adequate, it is difficult to predict what effects shortages or price increases may have in the future. Our ability to manage inventory and meet delivery requirements may be constrained by our suppliers’ inability to scale production and adjust delivery of long-lead time products during times of volatile demand. Our inability to fill our supply needs would jeopardize our ability to fulfill obligations under commercial and government contracts, which could, in turn, result in reduced sales and profits, contract penalties or terminations, and damage to customer relationships, and could have a material adverse effect on our operating results, financial condition, or cash flows.
23

Table of Contents

Key raw materials and components used in our operations include chemicals; composites; electronic, electro-mechanical and mechanical components; rare earth minerals; subassemblies; and subsystems that are integrated with the manufactured parts for final assembly into finished products and systems. We are impacted by increases in the prices of raw materials used in production on fixed-price business. We monitor sources of supply to attempt to assure that adequate raw materials and other components and supplies needed in manufacturing processes are available. Prolonged disruptions in the supply of any of our key raw materials or components, difficulty completing qualification of new sources of supply, implementing use of replacement materials, components or new sources of supply, or a continuing increase in the prices of raw materials, energy, or components could have a material adverse effect on our operating results, financial condition, or cash flows.
The expansion of our operations subjects us to additional risks that can adversely affect our operating results.
We contemplate further expansion of our operations as part of our growth strategy, including acquisitions and the development of our Neutron launch vehicle. Our current and contemplated operations subject us to a variety of risks, including:
• recruiting and retaining talented and capable management and employees;
• competition from other companies with significant market share in those markets and with better understanding of demand;
• difficulties in enforcing contracts, collecting accounts receivables, and longer payment cycles;
• regulatory, political or contractual limitations on our ability to operate in certain foreign markets, including trade barriers such as export requirements, tariffs, taxes and other restrictions and expenses;
• compliance with anti-bribery laws, including without limitation the Foreign Corrupt Practices Act;
• varying security laws and regulations in other countries;
• management distraction and constraints on bandwidth from acquisitions;
• increased management, travel, infrastructure and legal compliance costs associated with having multiple operations and integrating acquisitions;
• differing regulatory and legal requirements and possible enactment of additional regulations or restrictions on the use, import or export of our products and services, which could delay or prevent the sale or use of our products and services in some jurisdictions;
• currency translation and transaction risk, which may negatively affect our revenue, cost of net revenue, and gross margins, and could result in exchange losses;
• heightened exposure to political instability, war and terrorism;
• continued access to our LC-1 at Mahia, New Zealand at lease expiration;
• access to launch capacity, as well as securing additional capacity, at government-controlled launch sites, such as our LC-2 (and, when completed, LC-3) at the NASA-operated Mid-Atlantic Regional Spaceport at Wallops Island, Virginia;
• weaker protection of intellectual property rights in some countries; and
• overlapping of different tax regimes.
Any of these risks could harm our operations and reduce our sales, adversely affecting our business, operating results, financial condition and growth prospects.
24

Table of Contents

Space is a harsh and unpredictable environment where our products and service offerings are exposed to a wide and unique range of environmental risks, including, among others, coronal mass ejections, solar flares and other extreme space weather events and potential collision with space debris or another spacecraft, which could adversely affect our launch vehicle and spacecraft performance.
Space weather, including coronal mass ejections and solar flares have the potential to impact the performance and controllability of launch vehicles and spacecraft on orbit, including completely disabling our launch vehicles or spacecraft on orbit. Although we have some ability to actively maneuver our spacecraft to avoid potential collisions with space debris or other spacecraft, this ability is limited by, among other factors, uncertainties and inaccuracies in the projected orbit location of and predicted conjunctions with debris objects tracked and cataloged by the U.S. government. Additionally, some space debris is too small to be tracked and therefore its orbital location is completely unknown; nevertheless, this debris is still large enough to potentially cause severe damage or a failure of our launch vehicles or spacecraft should a collision occur.
Increased congestion from the proliferation of low Earth orbit constellations could materially increase the risks of potential collision with space debris or another spacecraft and limit or impair our launch flexibility and/or access to our own orbital slots.
Recent years have seen increases in the number of spacecraft deployed to low earth orbits, and publicly announced plans call for many thousands of additional spacecraft deployments over the next decade. The proliferation of these low Earth orbit constellations could materially increase the risks of potential collision with space debris or another spacecraft and affect our ability to effectively access sufficient orbital slots to support the expected growth across our business.
Our business involves significant risks and uncertainties that may not be covered by insurance.
A significant portion of our business relates to designing, developing and manufacturing advanced space technology products and services. New technologies may be untested or unproven. Failure of some of these products and services could result in extensive property damage. Accordingly, we may incur liabilities that are unique to our products and services.
The amount of insurance coverage that we maintain may not be adequate to cover all claims or liabilities. Existing coverage may be canceled while we remain exposed to the risk and it is not possible to obtain insurance to protect against all operational risks, natural hazards and liabilities.
We have historically insured against liability to third parties from launch activities as required, by law to the extent that insurance was available on acceptable premiums and other terms. The insurance coverage for third-party damages may not be sufficient to cover the liability. Although the U.S. government may pay claims for third-party damages to the extent they exceed our insurance coverage, this depends on a government appropriation and is subject to a statutory limit. In addition, this insurance will not protect us against our own losses, including to our launch vehicle, launch complex and spacecraft.
The price and availability of insurance fluctuate significantly. Insurance market conditions or factors outside our control at the time we are in the market for the required insurance, such as failure of launch vehicles and spacecraft, could cause premiums to be significantly higher than current estimates and could reduce amounts of available coverage. The cost of our insurance has been increasing and may continue to increase. Higher premiums on insurance policies will reduce our operating income by the amount of such increased premiums. If the terms of insurance policies become less favorable than those currently available, there may be limits on the amount of coverage that we can obtain or we may not be able to obtain insurance at all.
In addition, even though we carry business interruption insurance policies, any business interruption losses could exceed the coverage available or be excluded from our insurance policies. Any disruption of our ability to operate our business could result in a material decrease in our revenues or significant additional costs to replace, repair, or insure our assets, which could have a material adverse impact on our financial condition and results of operations.
Interruption or failure of our infrastructure could hurt our ability to effectively perform our daily operations and provide and produce our products and services, which could damage our reputation and harm our operating results.
We are vulnerable to natural disasters and significant disruptions including tsunamis, floods, earthquakes, fires, water shortages, other extreme weather conditions, epidemics or pandemics, acts of terrorism, power shortages and blackouts, aging infrastructures and telecommunications failures. In the event of such a natural disaster or other disruption, we could experience: disruptions to our operations or the operations of suppliers, subcontractors, distributors or customers; destruction of facilities; and/or loss of life.
25

Table of Contents

The availability of many of our products and services depends on the continuing operation of our information technology and communications systems. Any downtime, damage to, or failure of our systems could result in interruptions in our operations and services, which could reduce our revenue and profits. Our systems are vulnerable to damage or interruption from floods, fires, power loss, aging infrastructure, telecommunications failures, computer viruses, computer denial of service attacks, or other attempts to harm our systems. Our manufacturing facilities are also subject to risks associated with an aging infrastructure. An infrastructure failure could result in the destruction of launch vehicles, spacecraft and spacecraft components being manufactured or in inventory, manufacturing delays, or additional costs. We do not maintain back-up manufacturing facilities or operations. The occurrence of any of the foregoing could result in lengthy interruptions in our operations and services and/or damage our reputation, which could have a material adverse effect on our financial condition and results of operations.
Any significant disruption in or unauthorized access to our computer systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks, could result in a loss or degradation of service, unauthorized disclosure of data, or theft or tampering of intellectual property, any of which could materially adversely impact our business.
Our operations, products, services and intellectual property are inherently at risk of disruption, loss, inappropriate access, or tampering by both insider threats and external bad actors. In particular, our operations face various cyber and other security threats, including attempts to gain unauthorized access to sensitive information, intellectual property and networks. In addition, insider threats, threats to the safety of our directors and employees, threats to the security of our facilities, infrastructure, and supply chain, and threats from terrorist acts or other acts of aggression could have a material adverse impact on our business.
Our customers and suppliers face similar threats. Customer or supplier proprietary, classified, or sensitive information stored on our networks is at risk. Assets, intellectual property and products in customer or supplier environments are also inherently at risk. We also have risk where we have access to customer and supplier networks and face risks of breach, disruption, or loss as well.
Our systems and processes can be attacked by third parties to obtain access to our data, systems and assets. The techniques used to gain unauthorized access are constantly evolving, and we may be unable to anticipate or prevent all unauthorized access, disruption, loss, or harm. Because of our highly desired intellectual property and our support of the U.S. government and other governments, we (and our customers and suppliers) may be a particularly attractive target for such attacks by hostile foreign governments. From time to time, we have experienced attacks on our systems from bad actors that, to date, have not had a material adverse effect on our business. We cannot offer assurances, however, that future attacks will not materially adversely affect our business.
A security event or other significant disruption of our operations, systems, assets, products, or services could:
• disrupt the proper functioning of our networks, applications and systems and therefore our operations and/or those of certain of our customers or suppliers;
• result in the unauthorized access to, and destruction, loss, theft, misappropriation, or release of, our, our customers’, or our suppliers’ proprietary, confidential, sensitive or otherwise valuable information, including trade secrets, which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes;
• destroy or degrade assets including space, ground and intellectual property assets;
• manipulate or tamper with our operations, products, services or other systems delivered to our customers or suppliers;
• compromise other sensitive government functions; and
• damage our reputation with our customers (particularly agencies of various governments) and the public generally.
A security event that involves classified or other sensitive government information or certain controlled technical information could subject us to civil or criminal penalties and could result in loss of security clearances and other accreditations, loss of our government contracts, loss of access to classified information, loss of export privileges or debarment as a government contractor.
26

Table of Contents

If we cannot successfully protect our intellectual property, our business could suffer.
We use a combination of intellectual property rights, contractual protections, and other practices to protect our proprietary information, technologies and processes. We rely on patent, copyright and trade secret laws to protect our proprietary technologies and processes, including the operations systems and technology we use throughout our business. Others may independently develop the same or similar technologies and processes or may improperly acquire and use information about our technologies and processes, which may allow them to provide products and services similar to ours, which could harm our competitive position.
We also rely on trade secrets, proprietary know-how and other confidential information to maintain our competitive position. Although we enter into confidentiality and invention assignment agreements with our employees and consultants and enter into confidentiality agreements with the parties with whom we have strategic and business relationships, no assurance can be given that these agreements will be effective in controlling access to and distribution of our proprietary information. Further, these agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our technologies.
To protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights, and we may or may not be able to detect infringement by third parties. Litigation may be necessary in the future to enforce our intellectual property rights and to protect our trade secrets. Such litigation could be costly, time consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay future sales and introductions of new capabilities, result in our substituting inferior or more costly technologies into our business, or injure our reputation. In addition, we may be required to license additional technology from third parties to develop and market new capabilities, and we cannot assure you that we could license that technology on commercially reasonable terms or at all, and our inability to license this technology could harm our ability to compete.
Third parties may allege that our technology violates their proprietary data rights, which could have a negative impact on our operations.
If any of our technology violates proprietary rights, including copyrights and patents, third parties may assert infringement claims against us. Certain software modules and other intellectual property used by us or in our launch vehicles, spacecraft, spacecraft components and systems make use of or incorporate licensed software components and other licensed technology. These components are developed by third parties over whom we have no control. Any claims brought against us may result in limitations on our ability to use the intellectual property subject to these claims. We may be required to redesign our launch vehicles, spacecraft, spacecraft components and systems or to obtain licenses from third parties to continue our offerings without substantially re-engineering such products or systems. Our intellectual property rights may be invalidated, circumvented, challenged, infringed or required to be licensed to others. An infringement or misappropriation could harm any competitive advantage we currently derive or may derive from our proprietary rights.
Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement and other losses.
Our agreements with certain other parties include indemnification provisions, under which we agree to indemnify them for losses suffered or incurred as a result of claims of intellectual property infringement and, in some cases, for damages caused by us to property or persons. The term of these indemnity provisions is generally perpetual after execution of the corresponding agreement. Large indemnity payments could harm our business, operating results and financial condition.
We are highly dependent on the services of Sir Peter Beck, our President, Chief Executive Officer and Chairman, and if we are unable to retain Mr. Beck, our ability to compete could be harmed.
Our success depends, in part, on our ability to retain our key personnel. We are highly dependent on the services of Sir Peter Beck, our President, Chief Executive Officer and Chairman. Mr. Beck is the source of many, if not most, of the ideas and execution driving our company. Mr. Beck participates in various high-risk activities, such as recreational aviation, motorsports and operating heavy machinery, all which carry the risk of serious injury and death. If Mr. Beck were to discontinue his service to us due to death, disability or any other reason, there could be a material adverse impact on our operations and the market prices for our securities, and we would be significantly disadvantaged. We do not maintain, and we do not expect to maintain in the future, a key person life insurance policy with respect to Mr. Beck.
27

Table of Contents

Our inability to hire or retain key personnel could adversely affect our business, operating results and financial condition.
We depend on the continued contributions of our senior management and other key personnel. The loss of the services of one or more of these individuals could significantly delay or prevent the achievement of our development and strategic objectives and could divert other senior management time in searching for their replacements. We registered the resale of shares of common stock issuable upon exercise of stock options or settlement of restricted stock units held by members of our management. To the extent that members of our management were to sell significant amounts of equity in us, we may have more difficulty in retaining and continuing to incentivize these members of management than we have historically.
Our future success also depends on our ability to identify, attract and retain highly skilled technical, managerial, financial and other personnel. The loss of the services of any of our key personnel, the inability to attract or retain qualified personnel, or delays in hiring required personnel, particularly in engineering and sales, may seriously harm our business, financial condition and results of operations. We face intense competition for qualified individuals from numerous companies. Often, significant amounts of time and resources are required to train technical, sales and other personnel. Qualified individuals are in high demand. We may incur significant costs to attract and retain them, and we may lose new employees to our competitors or other companies before we realize the benefit of our investment in recruiting and training them. We may be unable to attract and retain suitably qualified individuals who are capable of meeting our growing technical, operational and managerial requirements, on a timely basis or at all, and we may be required to pay increased compensation in order to do so. If we are unable to attract and retain the qualified personnel we need to succeed, our business would suffer. Also, to the extent we hire personnel from competitors, we may be subject to allegations that they have been improperly solicited or divulged proprietary or other confidential information.
Labor-related matters, including labor disputes, may adversely affect our operations.
None of our employees are currently represented by a union. If our employees decide to form or affiliate with a union, we cannot predict the negative effects such future organizational activities will have on our business and operations. If we were to become subject to work stoppages, we could experience disruption in our operations, including delays in manufacturing and operations, and increases in our labor costs, which could harm our business, results of operations, and financial condition.
In addition, we have in the past and could face in the future a variety of employee claims against us, including but not limited to general discrimination, privacy, wage and hour, labor and employment, Employee Retirement Income Security Act and disability claims. Any claims could also result in litigation against us or regulatory proceedings being brought against us by various government agencies that regulate our business, including the U.S. Equal Employment Opportunity Commission. Often these cases raise complex factual and legal issues and create risks and uncertainties.
Given the relative contribution and materiality of our New Zealand operations, fluctuations in foreign exchange rates or future hedging activities could have a negative impact on our business.
We are exposed to foreign exchange risk as certain of our expenses and liabilities are required to be paid in currencies other than the U.S. dollar, primarily the New Zealand dollar, and are translated into U.S. dollars for the purposes of compiling our consolidated financial statements. During 2025, approximately 15% of our expenditures, or $126.8 million, were denominated in foreign currencies, whereas primarily all of our revenues were denominated in U.S. dollars. In addition, we generally maintain our cash and cash equivalents in U.S. dollars or investments denominated in U.S. dollars. Fluctuations in foreign exchange rates, which can be unpredictable, could result in disproportion increases in our expenses and future liabilities as compared to our revenue and current assets. In particular, the Trump administration has enacted and proposed to enact certain policies, including tariffs, which could impact the global economy and global exchange rates. We do not currently, but may in the future, use hedging strategies or seek to maintain a greater portion of our cash and cash equivalents in foreign currencies or investments denominated in foreign currencies to manage and minimize the impact of exchange rate fluctuations on our financial statements. If we decide to hedge our foreign currency exchange rate exposure, we may not be able to hedge effectively due to lack of experience, unreasonable costs, or illiquid markets.
28

Table of Contents

We may require additional capital to support business growth, and this capital might not be available on company favorable terms, if at all, or may be available only by diluting existing stockholders or putting excessive debt leverage and insolvency risk on the business.
Historically, we have funded our operations and capital expenditures primarily through equity issuances, debt and cash generated from our operations. Although we currently anticipate that our existing cash and cash equivalents and cash flow from operations will be sufficient to meet our cash needs for the foreseeable future, we may require additional financing, and we may not be able to obtain debt or equity financing on favorable terms, if at all. If we raise equity financing to fund operations or on an opportunistic basis, our stockholders may experience significant dilution of their ownership interests. If we obtain debt financing, the terms of such debt financing may restrict our ability to incur additional indebtedness, require us to maintain certain financial covenants, or restrict our ability to pay dividends. For example, in connection with the Direct Funding Agreement with the United States Department of Commerce, we are currently restricted from buying back outstanding shares of our capital stock without obtaining prior approval and from paying dividends. If we need additional capital and cannot raise it on acceptable terms, or at all, we may not be able to, among other things, develop new products, technologies and services, enhance our operating infrastructure, expand the markets in which we operate and potentially acquire complementary businesses and technologies.
We are incurring, and will continue to incur, significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations.
As a public company, we are facing, and will continue to face, increased legal, accounting, administrative and other costs and expenses as a public company. The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the PCAOB and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. In addition, expenses associated with SEC reporting requirements are being incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if management, internal auditors, or external auditors identify a material weakness or significant deficiency in the internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could adversely affect our reputation or investor perceptions of it. It may also be more expensive to maintain director and officer liability insurance. Risks associated with our status as a public company may make it more difficult to attract and retain qualified persons to serve on our board of directors or as executive officers. The additional reporting and other obligations imposed by these rules and regulations will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require us to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.
The release, unplanned ignition, explosion, or improper handling of dangerous materials used in our business could disrupt our operations and adversely affect our financial results.
Our business operations involve the handling, production and disposition of potentially explosive and ignitable energetic materials and other dangerous chemicals, including materials used in rocket propulsion. The handling, production, transport and disposition of hazardous materials could result in incidents that temporarily shut down or otherwise disrupt our manufacturing operations and could cause production delays. A release of these chemicals or an unplanned ignition or explosion could result in death or significant injuries to employees and others. Material property damage to us and third parties could also occur. Extensive regulations apply to the handling of explosive and energetic materials, including but not limited to regulations governing hazardous substances and hazardous waste. The failure to properly store and ultimately dispose of such materials could create significant liability and/or result in regulatory sanctions. Any release, unplanned ignition, or explosion could expose us to adverse publicity or liability for damages or cause production delays, any of which could have a material adverse effect on our operating results, financial condition and/or cash flows.
If we experience cost overruns on our contracts, we would have to absorb the excess costs which could adversely affect our financial results.
During the year ended December 31, 2025, the majority of our net sales were from fixed-price contracts. Under fixed-price contracts, we agree to perform specified work for a fixed price and realize all of the profit or loss resulting from variations in the costs of performing the contract. As a result, all fixed-price contracts involve the inherent risk of unreimbursed cost overruns. To the extent we incur unanticipated cost overruns on a fixed-price contract, our profitability would be adversely affected. Future profitability is subject to risks including the ability of suppliers to deliver components of acceptable quality on schedule.
29

Table of Contents

Our fixed-price contracts include development work. This type of work is inherently more uncertain as to future events than non-development contracts, and, as a result, there is typically more variability in estimates of the costs to complete the development stage. While management uses its best judgment to estimate costs associated with fixed-price development, future events could result in adjustments to those estimates.
Delays in project completion or failure to meet certain requirements could also result in liability for costs incurred by customers, including penalties, liquidated damages, or obligations to address deficiencies in order to meet contractual requirements. These risks may adversely affect our financial performance and reputation.
Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under our debt instruments when they come due.
As of December 31, 2025, we had $157.4 million aggregate principal amount of indebtedness. We may also incur additional indebtedness to meet future financing needs. Our indebtedness could have significant negative consequences for our security holders and our business, results of operations and financial condition by, among other things:
• increasing our vulnerability to adverse economic and industry conditions;
• limiting our ability to obtain additional financing on acceptable terms or at all;
• requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, which will reduce the amount of cash available for other purposes;
• limiting our flexibility to plan for, or react to, changes in our business;
• exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under equipment financing agreement, are at variable rates of interest;
• diluting the interests of our existing stockholders as a result of issuing shares of our common stock upon conversion of the notes; and
• placing us at a possible competitive disadvantage with competitors that are less leveraged than us or have better access to capital.
Our business may not generate sufficient funds, and we may otherwise be unable to maintain sufficient cash reserves, to pay amounts due under our indebtedness and our cash needs may increase in the future.
We may be unable to raise the funds necessary to repurchase our convertible senior notes for cash following a fundamental change, or to pay any cash amounts due upon conversion, and our other then-existing indebtedness may limit our ability to repurchase the notes or pay cash upon their conversion.
The holder of our convertible senior notes may, subject to a certain limited exceptions, require us to repurchase their convertible senior notes following a “fundamental change” (as defined in the indenture governing the convertible senior notes) at a cash repurchase price generally equal to the principal amount plus accrued and unpaid interest. In addition, upon conversion, we will satisfy part or all of our conversion obligation in cash unless we elect to settle conversions solely in shares of our common stock. We may not have enough available cash or be able to obtain financing at the time we are required to repurchase the convertible senior notes or pay any cash amounts due upon conversion. In addition, applicable law, regulatory authorities and the agreements governing any of our other indebtedness may restrict our ability to repurchase the convertible senior notes or pay any cash amounts due upon conversion. For example, certain fundamental change transactions would constitute an event of default under our equipment financing agreement. Our failure to repurchase convertible senior notes or pay any cash amounts due upon conversion when required will constitute a default under the indenture governing the convertible senior notes. A default under the indenture or the fundamental change itself could also lead to a default under agreements governing our other indebtedness, which may result in that other indebtedness becoming immediately payable in full. We may not have sufficient funds to satisfy all amounts due under our other indebtedness and the convertible senior notes.
Provisions in the indenture could delay or prevent an otherwise beneficial takeover of us.
Certain provisions in the convertible senior notes and the indenture could make a third party attempt to acquire us more difficult or expensive. For example, if a takeover constitutes a fundamental change, then noteholders will have the right to require us to repurchase their convertible senior notes for cash. In addition, if a takeover constitutes a make-whole fundamental change, then we may be required to temporarily increase the conversion rate. In either case, and in other cases, our obligations under the convertible senior notes and the indenture could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a transaction that holders of our common stock or convertible senior notes may view as favorable.
30

Table of Contents