10-K – 2026-02-26 – rklb-20251231.htm

The capped call transactions may affect the value of our convertible senior notes and our common stock.
In connection with the issuance of our convertible senior notes, we entered into privately negotiated capped call transactions with certain financial institutions (the “option counterparties”). The capped call transactions are expected generally to reduce or offset the potential dilution upon conversion of the convertible senior notes and/or at our election (subject to certain conditions) offset any potential cash payments we are required to make in excess of the principal amount of converted convertible senior notes, as the case may be, with such reduction and/or offset subject to a cap.
We have been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates purchased shares of our common stock and/or entered into various derivative transactions with respect to our common stock.
In addition, we have been advised that the option counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions following the pricing of the convertible senior notes and from time to time prior to the maturity of the convertible senior notes (and are likely to do so on each exercise date of the capped call transactions, which are expected to occur during the 40 trading day period beginning on the 41st scheduled trading day prior to the maturity date of the convertible senior notes, or following our election to terminate any portion of the capped call transactions in connection with any repurchase, redemption or early conversion of the convertible senior notes). This activity could cause or avoid an increase or a decrease in the market price of our common stock.
We are subject to counterparty risk with respect to the capped call transactions, and the capped call may not operate as planned.
The option counterparties are, or are affiliates of, financial institutions, and we will be subject to the risk that any or all of them might default under the capped call transactions. Our exposure to the credit risk of the option counterparties will not be secured by any collateral. Past global economic conditions have resulted in the actual or perceived failure or financial difficulties of many financial institutions. If an option counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under the capped call transactions with such option counterparty. Our exposure will depend on many factors but, generally, an increase in our exposure will be correlated to an increase in the market price and in the volatility of our common stock. In addition, upon a default by an option counterparty, we may suffer more dilution than we currently anticipate with respect to our common stock. We can provide no assurance as to the financial stability or viability of the option counterparties.
In addition, the capped call transactions are complex, and they may not operate as planned. For example, the terms of the capped call transactions may be subject to adjustment, modification or, in some cases, renegotiation if certain corporate or other transactions occur. Accordingly, these transactions may not operate as we intend if we are required to adjust their terms as a result of transactions in the future or upon unanticipated developments that may adversely affect the functioning of the capped call transactions.
Changes in our accounting estimates and assumptions could negatively affect our financial position and results of operations.
We prepare our consolidated financial statements in accordance with GAAP. These accounting principles require us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of our financial statements. We are also required to make certain judgments that affect the reported amounts of revenues and expenses during each reporting period. We periodically evaluate our estimates and assumptions including, but not limited to, those relating to business acquisitions, contingent consideration, revenue recognition, restructuring costs, recoverability of assets including customer receivables, valuation of goodwill and intangibles, contingencies, stock-based compensation and income taxes. We base our estimates on historical experience and various assumptions that we believe to be reasonable based on specific circumstances. These assumptions and estimates involve the exercise of judgment and discretion, which may evolve over time in light of operational experience, regulatory direction, developments in accounting principles and other factors. Actual results could differ from these estimates as a result of changes in circumstances, assumptions, policies or developments in the business, which could materially affect our consolidated financial statements.
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Our actual operating results may differ significantly from our guidance.
From time to time, we may release guidance regarding our future performance that represents our management’s estimates as of the date of release. This guidance, which consists of forward-looking statements, is prepared by our management and is qualified by, and subject to, the assumptions and the other information contained or referred to in the release. Our guidance is not prepared with a view toward compliance with published guidelines of the American Institute of Certified Public Accountants, and neither any independent registered public accounting firm nor any other independent expert or outside party compiles, examines or reviews the guidance and, accordingly, no such person expresses any opinion or any other form of assurance with respect thereto.
Guidance is based upon a number of assumptions and estimates that, while presented with numerical specificity, is inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and are based upon specific assumptions with respect to future business decisions, some of which will change. We may generally state possible outcomes as high and low ranges which are intended to provide a sensitivity analysis as variables are changed but are not intended to represent that actual results could not fall outside of these ranges. The principal reason that we may release this data is to provide a basis for our management to discuss our business outlook with analysts and investors. We do not accept any responsibility for any projections or reports published by any such persons.
Guidance is necessarily speculative in nature, and it can be expected that some or all of the assumptions of the guidance furnished by us will not materialize or will vary significantly from actual results, particularly any guidance relating to the results of operations of acquired businesses or companies as our management will be less familiar with their business, procedures and operations. Accordingly, our guidance is only an estimate of what management believes is realizable as of the date of release. Actual results will vary from the guidance and the variations may be material. Investors should also recognize that the reliability of any forecasted financial data will diminish the farther in the future that the data are forecast. In light of the foregoing, investors are urged to put the guidance in context and not to place undue reliance on it. Any failure to successfully implement our operating strategy could result in the actual operating results being different than the guidance, and such differences may be adverse and material.
Certain future operational facilities may require significant expenditures in capital improvements and operating expenses to develop and foster basic levels of service needed for our operations, and the ongoing need to maintain existing operational facilities requires us to expend capital.
As part of our growth strategy, we may need to acquire, build or utilize additional facilities. Construction of incremental factories and launch pads or other facilities in which we conduct our operations may require significant capital expenditures to develop, and in the future we may be required to make similar expenditures to expand, improve or construct adequate facilities for our operations. If we cannot access the capital we need, we may not be able to execute on our growth strategy, take advantage of future opportunities or respond to competitive pressures. If the costs of funding new locations or renovations or enhancements at existing locations exceed budgeted amounts or the time for building or renovation is longer than anticipated, our business, financial condition and results of operations could be materially adversely affected.
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.
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.
As part of our growth strategy, we may leverage our U.S., New Zealand and Canada operations to further expand internationally. In that event, we expect that we would be subject to additional risks related to entering into other international business relationships, including:
• restructuring our operations to comply with local regulatory regimes;
• identifying, hiring and training highly skilled personnel;
• unexpected changes in tariffs, trade barriers and regulatory requirements;
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• economic weakness, including inflation, or political instability in foreign economies and markets;
• compliance with tax, employment, immigration and labor laws for employees living or traveling abroad;
• foreign taxes, including withholding of payroll taxes;
• the need for U.S. government approval to operate our launch vehicles and spacecraft systems outside the United States;
• foreign currency fluctuations, which could result in increased operating expenses and reduced revenue;
• government appropriation of assets;
• workforce uncertainty in countries where labor unrest is more common than in the United States; and
• disadvantages of competing against companies from countries that are not subject to U.S. laws and regulations, including anti-corruption laws and anti-money laundering regulations, as well as exposure of our foreign operations to liability under these regulatory regimes.
We are subject to many hazards and operational risks that can disrupt our business, including interruptions or disruptions in service at our primary facilities, which could have a material adverse effect on our business, financial condition and results of operations.
Our operations are subject to many hazards and operational risks inherent to our business, including general business risks, product liability and damage to third parties, our infrastructure or properties that may be caused by fires, floods and other natural disasters, power losses, telecommunications failures, terrorist attacks, human errors, pandemics and other similar health crises and similar events. Additionally, our manufacturing operations are hazardous at times and may expose us to safety risks, including environmental risks and health and safety hazards to our employees or third parties.
Any significant interruption due to any of the above hazards and operational to the manufacturing or operation of our spacecraft systems at one of our primary facilities, including from weather conditions, growth constraints, performance by third-party providers (such as electric, utility or telecommunications providers), failure to properly handle and use hazardous materials, failure of computer systems, power supplies, fuel supplies, infrastructure damage, disagreements with the owners of the land on which our facilities are located, or damage sustained to our runway could result in manufacturing delays or the delay or cancellation of our spacecraft and, as a result, could have a material adverse effect on our business, financial condition and results of operations.
Moreover, our insurance coverage may be inadequate to cover our liabilities related to such hazards or operational risks. In addition, we may not be able to maintain adequate insurance in the future at rates we consider reasonable and commercially justifiable, and insurance may not continue to be available on terms as favorable as our current arrangements. The occurrence of a significant uninsured claim, or a claim in excess of the insurance coverage limits maintained by us, could harm our business, financial condition and results of operations.
Natural disasters, unusual weather conditions, epidemic outbreaks, terrorist acts and political events could disrupt our business and flight schedule.
The occurrence of one or more natural disasters such as tornadoes, hurricanes, fires, floods and earthquakes, unusual weather conditions, epidemic or pandemic outbreaks, terrorist attacks or disruptive political events in certain regions where our facilities are located, or where our third-party contractors’ and suppliers’ facilities are located, could adversely affect our business. Natural disasters including tornados, hurricanes, floods and earthquakes may damage our facilities or those of our suppliers, which could have a material adverse effect on our business, financial condition and results of operations. Severe weather, such as rainfall, snowfall or extreme temperatures, may impact the ability for spacecraft to operate as planned, resulting in additional expense to reschedule the operation and customer travel plans, thereby reducing our sales and profitability. Terrorist attacks, actual or threatened acts of war or the escalation of current hostilities, or any other military or trade disruptions impacting our domestic or foreign suppliers of components of our products, may impact our operations by, among other things, causing supply chain disruptions and increases in commodity prices, which could adversely affect our raw materials or transportation costs. These events also could cause or act to prolong an economic recession or depression in the United States or abroad. To the extent these events also impact one or more of our suppliers or contractors or result in the closure of any of their facilities or our facilities, we may be unable to maintain spacecraft schedules, provide other support functions to our astronaut experience or fulfill our other contracts. In addition, the disaster recovery and business continuity plans we have in place currently are limited and are unlikely to prove adequate in the event of a serious disaster or similar event. We may incur substantial expenses as a result of the limited nature of our disaster recovery and business continuity plans and, more generally, any of these events could cause consumer confidence and spending to decrease, which could adversely impact our operations.
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Any acquisitions, partnerships or joint ventures that we enter into could disrupt our operations and have a material adverse effect on our business, financial condition and results of operations.
From time to time, we may evaluate potential strategic acquisitions of businesses, including partnerships or joint ventures with third parties. We may not be successful in identifying acquisition, partnership and joint venture candidates. In addition, we may not be able to continue the operational success of such businesses or successfully finance or integrate any businesses that we acquire or with which we form a partnership or joint venture. We may have potential write-offs of acquired assets and/or an impairment of any goodwill recorded as a result of acquisitions. Furthermore, the integration of any acquisition may divert management’s time and resources from our core business and disrupt our operations or may result in conflicts with our business. Any acquisition, partnership or joint venture may not be successful, may reduce our cash reserves, may negatively affect our earnings and financial performance and, to the extent financed with the proceeds of debt, may increase our indebtedness. We cannot ensure that any acquisition, partnership or joint venture we make will not have a material adverse effect on our business, financial condition and results of operations.
Risks Related to Legal and Regulatory Matters
Our business is subject to various regulatory risks that could adversely affect our operations.
The environment in which we operate is highly regulated due to the sensitive nature of our complex and technologically advanced systems, including launch vehicles, spacecraft and spacecraft components, in addition to those regulations broadly applicable to publicly listed corporations. There are numerous regulatory risks that could adversely affect operations, including but not limited to:
• Changes in laws and regulations. It is possible that the laws and regulations governing our business and operations will change in the future. A substantial portion of our revenue is generated from customers outside of the U.S. There may be a material adverse effect on our financial condition and results of operations if we are required to alter our business to comply with changes in both domestic and foreign regulations, tariffs, or taxes and other trade barriers that reduce or restrict our ability to sell our products and services on a global basis, or by political and economic instability in the countries in which we conduct business. Specifically with respect to tariffs, the U.S. government has imposed tariffs on imports into the United States, including higher tariff levels on imports from China, Mexico, and Canada, among several other countries. The U.S. continues to implement new, reinstated or adjusted tariffs, and we expect that it will continue with this practice. Further tariffs with respect to other countries, in particular the European Union, could be on the horizon. These actions have resulted in, and are expected to continue to result in, retaliatory measures on U.S.-origin goods. Any failure to comply with such regulatory requirements could also subject us to various penalties or sanctions.
• Import and Export Restrictions. Certain of our launch vehicles, spacecraft, spacecraft components, systems, services, or technologies we have developed require the implementation or acquisition of products or technologies from third parties and affiliates, including those in other jurisdictions. In addition, certain of our launch vehicles, spacecraft, spacecraft components, systems, services or technologies may be required to be forwarded, imported or exported to other jurisdictions. In certain cases, if the use of the technologies can be viewed by the jurisdiction in which that supplier, subcontractor or affiliate resides as being subject to import or export constraints or restrictions relating to national security, we may not be able to obtain the technologies and products that we require from subcontractors and suppliers who would otherwise be our preferred choice or may not be able to obtain the export permits necessary to transfer or export our technology. The inability to obtain or maintain export approvals, and export restrictions or changes during contract execution or non-compliance by our suppliers, subcontractors and customers, could have an adverse effect on our revenues and margins.
• U.S. Government Approval Requirements. For certain aspects of our business operations, we are required to obtain U.S. government licenses and approvals and to enter into agreements with various government bodies in order to export launch vehicles, spacecraft, spacecraft components and related equipment, to disclose technical data, or provide defense services to foreign persons. The delayed receipt of or the failure to obtain the necessary U.S. government licenses, approvals and agreements may prohibit entry into or interrupt the completion of contracts which could lead to a customer’s termination of a contract for default or monetary penalties. In addition, certain aspects of our business operations depend on the Agreement between the Government of New Zealand and the Government of the United States of America on Technology Safeguards Associated with United States Participation in Space Launches from New Zealand. Any change or termination of this agreement could materially adversely affect our financial condition and results of operations.
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• Other Government Regulations. Our ability to pursue our business activities is regulated by various agencies and departments of the U.S. government and the governments of other countries. Commercial space launch activities require licenses from the Department of Transportation and, for launches from Launch Complex 1, the New Zealand Space Agency. Our license to conduct launches at LC-2 requires certification of our flight termination system software by NASA. Radio communications for launch activities and spacecraft operations require licenses from the Federal Communications Commission and/or New Zealand Radio Spectrum Management and frequency coordination with the International Telecommunication Union. The operation of private remote sensing space systems requires a license from the Department of Commerce. Any failure to comply with these and other regulatory requirements could subject us to various penalties or sanctions and could have a significant adverse effect on our reputation, financial condition and results of operations.
• Competitive Impact of U.S. Regulations. Export and import control, economic sanction and trade embargo laws and regulations, including those administered by the U.S. Department of Commerce’s Bureau of Industry and Security, the U.S. State Department’s Directorate of Defense Trade Controls and the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), including, but not limited to the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR) and OFAC sanctions, may limit certain business opportunities or delay or restrict our ability to contract with potential foreign customers or suppliers. To the extent that our non-U.S. competitors are not subject to similar export and import control, economic sanction and trade embargo laws and regulations, they may enjoy a competitive advantage with foreign customers, and it could become increasingly difficult for us to recapture this lost market share.
• Anti-Corruption Laws. As part of the regulatory and legal environments in which we operate, we are subject to global anti-corruption laws that prohibit improper payments directly or indirectly to government officials, authorities or persons defined in those anti-corruption laws in order to obtain or retain business or other improper advantages in the conduct of business. Our policies mandate compliance with anti-corruption laws. Failure by our employees, agents, subcontractors, suppliers and/ or partners to comply with anti-corruption laws could impact us in various ways that include, but are not limited to, criminal, civil and administrative fines and/or legal sanctions and the inability to bid for or enter into contracts with certain entities, all of which could have a significant adverse effect on our reputation, operations and financial results.
Changes in trade policies, including tariffs, could cause adverse impacts to our business.
Beginning in April 2025, we observed a significant shift in U.S. trade policy, with increased tariffs and the imposition of new tariffs that could impact our supply chain and our business. Even though our suppliers are primarily domestic, we rely on some imported materials, components, or finished goods, and if tariffs increase, our supply chain costs may rise, adversely affecting our business, results of operations and cash flows. We also operate businesses in Canada and New Zealand, which support our domestic business, which increases our potential exposure to the impact of any tariff and any retaliatory measures that may be levied against U.S.-origin goods.
While certain of such tariffs have been temporarily paused as currently articulated by the U.S. government, any further changes in trade policies, such as new tariffs, increases in tariffs, imposition of previously paused tariffs or reactionary measures including retaliatory tariffs, legal challenges, or currency manipulation, could adversely impact us. Additionally, retaliatory measures, or prolonged uncertainty in trade relationships could result in supply chain disruptions, delayed shipments, or increased operational complexity, which could also adversely affect our business, results of operations and cash flows. The legality of some tariffs is being challenged in U.S. courts, leaving an open question as to whether such tariffs will continue to be enforced. Political tensions resulting from changes in trade policies could reduce trade volume, investment, technological exchange and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and the stability of global financial markets. If further tariffs are imposed on a broader range of imports, or if further retaliatory trade measures are taken by impacted foreign countries in response to additional tariffs, our results of operations could be negatively affected. While we intend to take steps to mitigate any impacts of tariffs or other impacts resulting from changes in trade policy, our ability to do so may be limited by operational and supply chain constraints, especially in the short term.
Our operations in the U.S. government market are subject to significant regulatory risk.
Our operations in the U.S. government market are subject to significant government regulation. A failure by us to maintain the relevant clearances and approvals could limit our ability to operate in the U.S. government market. Further, there can be no assurance that we will continue to be awarded contracts by the U.S. government. In addition, a failure by us to keep current and compliant with relevant U.S. regulations could result in fines, penalties, repayments or suspension or debarment from U.S. government contracting or subcontracting for a period of time and could have an adverse effect on our standing and eligibility for future U.S. government contracts.
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U.S. government contractors (including their subcontractors and others with whom they do business) must comply with many significant procurement regulations and other specific legal requirements. These regulations and other requirements, although often customary in government contracting, increase our performance and compliance costs and risks and are regularly evolving. New laws, regulations or procurement requirements or changes to current ones (including, for example, regulations related to cybersecurity, privacy, information protection, cost accounting, counterfeit parts, anti-human trafficking, specialty metals, conflict minerals and use of certain non-US equipment) can significantly increase our costs and risks and reduce our profitability.
We operate in a highly regulated environment and may be audited and reviewed by the U.S. government and its agencies, such as the Defense Contract Management Agency and agency Offices of Inspector General. These agencies may review performance under our contracts, our cost structure and accounting, and our compliance with applicable laws, regulations, terms, and standards, as well as the adequacy of our systems and processes in meeting government requirements. If an audit uncovers improper or illegal activities, we may be subject to civil and criminal penalties, sanctions, forfeiture of profits or suspension or debarment. In addition, we could suffer serious reputational harm if allegations of impropriety were made against us or our business partners.
If we or those with whom we do business do not comply with the laws, regulations, contract terms and processes to which we are subject or if government customer business practices or requirements change significantly, it could affect our ability to compete and have a material adverse effect on our financial position, results of operations and/or cash flows.
Failure to comply with the requirements of the National Industrial Security Program Operating Manual could result in interruption, delay or suspension of our ability to provide our products and services, and could result in loss of current and future business with the U.S. government.
Certain contracts with the U.S. government may require us to be issued facility security clearances under the National Industrial Security Program. The National Industrial Security Program requires that a corporation maintaining a facility security clearance be effectively insulated from foreign ownership, control or influence (“FOCI”). Failure to maintain an agreement with the DoW regarding the appropriate FOCI mitigation arrangement could result in invalidation or termination of the facility security clearances, which in turn would mean that we would not be able to enter into future contracts with the U.S. government requiring facility security clearances, and may result in the loss of our ability to complete existing contracts with the U.S. government.
Changes in tax law, in our tax rates or in exposure to additional income tax liabilities or assessments may materially and adversely affect our financial condition, results of operations and cash flows.
Changes in law and policy relating to taxes may materially and adversely affect our financial condition, results of operations and cash flows. For example, on July 4, 2025, the One Big Beautiful Bill Act (the “OBBB”) was enacted. Key income tax-related provisions of the OBBB include repeal of mandatory capitalization of domestic research and development expenditures under Internal Revenue Code Section 174 (reinstating full expensing beginning in 2025) and revisions to international tax regimes, among other provisions. The OBBB does not significantly impact the Company’s provision for income taxes.
Changes in U.S. and foreign tax laws, regulations and policies may materially and adversely affect our financial condition, results of operations and cash flows. Tax laws are subject to change, and future legislative, regulatory or administrative developments could increase our tax obligations, reduce available tax benefits or otherwise affect the manner in which we conduct our business. We cannot predict whether or when any such changes may occur or the impact they may have on us.
Our operations are subject to governmental law and regulations relating to environmental matters, which may expose us to significant costs and liabilities that could negatively impact our financial condition.
We are subject to various federal, state, provincial and local environmental laws and regulations relating to the operation of our businesses, including those governing pollution, the handling, storage, disposal and transportation of hazardous substances, and the ownership and operation of real property. Such laws and regulations may result in significant liabilities and costs to us due to the actions or inactions of the previous owners. In addition, new laws and regulations, more stringent enforcement of existing laws and regulations or the discovery of previously unknown contamination could result in additional costs.
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We may experience warranty claims for product failures, schedule delays or other problems with existing or new products.
Many of the products we develop and manufacture are technologically advanced systems that must function under demanding operating conditions. The sophisticated and rigorous design, manufacturing and testing processes and practices we employ do not entirely prevent the risk that we may not be able to successfully launch or manufacture our products on schedule or that our products may not perform as intended.
When our products fail to perform adequately, some of our contracts require us to forfeit a portion of our expected profit, receive reduced payments, provide a replacement product or service or reduce the price of subsequent sales to the same customer. Performance penalties may also be imposed when we fail to meet delivery schedules or other measures of contract performance. We do not generally insure against potential costs resulting from any required remedial actions or costs or loss of sales due to postponement or cancellation of scheduled operations or product deliveries.
We may be subject to securities litigation, which is expensive and could divert management attention.
Our share price may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities litigation, including class action litigation. We may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on the Company’s business, financial condition, and results of operations. Any adverse determination in litigation could also subject the Company to significant liabilities.
We may become involved in litigation that may materially adversely affect us.
From time to time, we may become involved in various legal proceedings relating to matters incidental to the ordinary course of our business, including intellectual property, commercial, product liability, employment, class action, whistleblower and other litigation and claims, and governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources, cause us to incur significant expenses or liability or require us to change our business practices. Because of the potential risks, expenses and uncertainties of litigation, we may, from time to time, settle disputes, even where we believe that we have meritorious claims or defenses. Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business.
Our amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against our directors, officers, other employees or stockholders for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, which may have the effect of discouraging lawsuits against our directors, officers, other employees or stockholders.
Our amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against our directors, officers, other employees or stockholders for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any action arising under the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our amended and restated certificate of incorporation. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.
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Our amended and restated certificate of incorporation provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
Risks Related to Ownership of our Common Stock
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.
Any significant downward pressure on the price of our common stock as selling stockholders sell shares of our common stock, or the prospect of such shares being sold, could encourage short sales by others and place further downward pressure on the price of our common stock.
Our issuance of additional capital stock, warrants or convertible debt securities in connection with financings, refinancings of existing indebtedness, acquisitions, investments, the Equity Incentive Plan or otherwise will dilute all other stockholders.
We expect to issue additional capital stock or securities exercisable for or convertible into capital stock in the future that will result in dilution to all other stockholders. We expect to grant equity awards to employees, directors and consultants under the Equity Incentive Plan. We may also raise capital through equity financings in the future. As part of our business strategy, we may acquire or make investments in complementary companies, products or technologies and issue equity securities to pay for any such acquisition or investment. Any such issuances of additional capital stock may cause stockholders to experience significant dilution of their ownership interests and the per share value of our common stock to decline. In addition, if we raise additional capital through further issuances of equity or convertible debt securities or elect to settle conversions of our convertible senior notes in shares of our common stock, our existing shareholders could suffer significant dilution in their percentage ownership of us. Moreover, any new equity securities we issue could have rights, preferences and privileges senior to those of holders of our common stock.
Provisions in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management.
Our amended and restated certificate of incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preferred shares, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

Item 1B. Unresolved Staff Comments
None.
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Item 1C. Cybersecurity
Cybersecurity Risk Management and Strategy
Our cybersecurity risk management strategy is a key component and has been integrated into our overall enterprise risk management program and has been designed based on established industry frameworks and standards, including those developed by the National Institute of Standards and Technology and the US Department of War’s Cybersecurity Maturity Model Certification (CMMC) program. Although this does not mean that we currently meet all of any particular technical standards, specifications, or requirements, we use these frameworks, complemented by insights from internal assessments, to guide the development of policies governing the use of our information assets, access to intellectual property, and the safeguarding of personal information.
To fortify our information assets, we employ industry-standard measures such as multifactor authentication and endpoint protection defenses. Moreover, we collaborate with internal stakeholders across the organization to embed fundamental cybersecurity principles into our operations. This entails implementing multiple layers of cybersecurity defenses, restricting access based on business necessity, and ensuring the integrity of our business information. Throughout the year, our employees undergo regular cybersecurity awareness training, receive guidance on protecting confidential information, and participate in simulated phishing exercises. We maintain a cybersecurity incident response plan that includes a cross-functional response team and procedures for evaluating, responding to and reporting cybersecurity incidents.
We engage third-party assessors to conduct penetration testing and evaluate our adherence to industry-standard frameworks. Additionally, we maintain ongoing relationships with incident response experts and other external professionals. We also seek to collaborate with industry peers and cybersecurity practitioners in order to facilitate the exchange of insights and knowledge regarding potential threats, best practices, and emerging trends. We have developed processes to identify and oversee risks from cybersecurity threats associated with our third-party service providers, which includes the information security team assisting with and assessing cybersecurity robustness during onboarding as well as risk-based monitoring on an ongoing basis.
Our global information technology security team collaborates periodically with a cross-functional group of subject matter experts and leaders to assess and refine our cybersecurity posture and preparedness. This collaborative effort extends to partnerships with the National Defense Cyber Alliance, National Security Agency, and the FBI to monitor and comprehend active risks within the Aerospace industry, Defense Industrial Base, and Critical Infrastructure.
As of December 31, 2025, we have not identified any risks from cybersecurity threats (including any previous cybersecurity incidents) that have materially affected or are reasonably likely to materially affect the Company’s business strategy, financial condition or results of operations. For further details on cybersecurity risks, please refer to the Risk Factors discussion in Item 1A of this Report, including the discussion under the heading “ 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. ”
Governance of Cybersecurity Risk Management
Our Board of Directors (the “Board”) holds collective oversight responsibility for our strategic and operational risks. Assisting the Board in this capacity, our Audit Committee reviews and deliberates on our risk assessment and risk management practices, including cybersecurity risks, in collaboration with management. The Audit Committee provides periodic reports on these reviews to the full Board of Directors.
Management bears the responsibility for the day-to-day assessment and management of cybersecurity risks. Our VP Global Information Technology assumes primary oversight of material risks stemming from cybersecurity threats. With over 40 years of experience across various information technology roles, our VP Global Information Technology is accountable for the Information Technology organization and information protection.
Reporting directly to our VP Global Information Technology, our Cybersecurity leader brings over 15 years of experience in aerospace IT organizations, coupled with more than 10 years of expertise in cybersecurity.
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Our VP Global Information Technology and Cybersecurity leader evaluates our cybersecurity readiness through a combination of internal assessment tools and third-party control tests, vulnerability assessments, audits, and alignment with industry standards. We maintain governance and compliance structures tailored to promptly escalate cybersecurity-related matters to our cybersecurity team, addressing potential threats or vulnerabilities. Incidents undergo evaluation based on their impact and potential materiality, followed by reporting to designated internal and external personnel in accordance with defined procedures. Moreover, we implement diverse defensive measures and continuous monitoring techniques, leveraging established industry frameworks and cybersecurity standards, including collaboration with third-party security operations centers.
Our VP Global Information Technology or Cybersecurity leader conducts periodic meetings with the Board or Audit Committee to review our information technology systems and address significant cybersecurity risks.

Item 2. Properties
As of December 31, 2025, our principal facilities include our offices and production facility in Auckland, New Zealand, our offices and production facilities in Long Beach, California, our propulsion test center complex in Kopuku, New Zealand, our launch complexes in Mahia, New Zealand and Wallops Island, Virginia, our solar cell production facility in Albuquerque, New Mexico, our rocket engine testing complex at Stennis Space Center in Mississippi and our dedicated production and development complex in Middle River, Maryland. We lease or have contractual rights to access, but do not own, these facilities.
Our lease for our main office space and production facilities in Auckland, New Zealand expires on April 30, 2028, and we have the option to renew the lease for four additional years thereafter. This facility is our main production facility for Electron. Our locations in Long Beach, California, includes office space and production facilities for certain components that we use in Electron, Neutron and spacecraft manufacturing. The two main leases in Long Beach, California include one lease that expires on June 30, 2027, for which we have the option to extend the term of such lease for up to two additional periods of five years each thereafter, and another lease that expires on November 30, 2030 that has an option to extend the term for five years.
We lease a propulsion test complex, which houses rocket engine testing facilities, in Kopuku, New Zealand. Our lease for this complex expires on November 15, 2029. We have the right to renew this lease agreement for four additional terms of five years each, followed by a fifth term of five years, less one day.
We also operate a launch complexes in Mahia, New Zealand and Wallops Island, Virginia. The current term of the lease agreement for our Mahia, New Zealand, launch complex expires on November 30, 2027. We have the right to renew our lease agreement for three additional terms of three years each. We have entered into an agreement providing us with rights to access the facilities, launch property and services at the Wallops Island, Virginia launch complex (LC-2), which expires on September 28, 2028. We have entered into an agreement providing us with rights to access the facilities, launch property and services at the Wallops Island, Virginia launch complex (LC-3), which expires on February 15, 2034.
Our solar cell through panel production activities are conducted out of 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 and 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.
We lease a rocket engine testing complex, which houses operations for testing the Archimedes engine, at the Stennis Space Center in Mississippi. Our lease for this complex expires on October 22, 2032. We have the option to renew this lease agreement for ten years, subject to terms contained in the lease.
We lease a dedicated production and development complex designed to deliver a comprehensive suite of advanced composite products for the space industry, in Middle River, Maryland. Our lease for this complex expires on March 31, 2034. We have the option to renew this lease agreement for two additional terms of five years each.
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.
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Item 3. Legal Proceedings
From time to time, we may become involved in litigation relating to claims arising from the ordinary course of business. Our management believes that there are currently no claims or actions pending against us, the ultimate disposition of which could have a material adverse effect on our results of operations or financial condition. Nevertheless, the Company and certain of our officers have been named as defendants in a putative securities class action filed in February 2025 in the United States District Court for the Central District of California. The case was purportedly filed on behalf of persons who claim to have suffered damages as a result of alleged misstatements concerning the progress of our Neutron rocket development. We filed a Motion to Dismiss the Complaint on August 27, 2025. The Court granted the Motion to Dismiss on November 10, 2025. The Plaintiff filed an amended Complaint on December 19, 2025, and the Company filed a Motion to Dismiss this Complaint on January 19, 2026. Relying on many of the same allegations as the securities class action, in April 2025, two shareholders filed putative shareholder derivative actions on behalf of the Company against our directors and certain of our officers in the United States District Court for the Central District of California. The Court has granted the parties’ stipulation to stay these actions pending final resolution of the Motion to Dismiss the securities class action. We intend to vigorously defend ourself against these claims and are currently unable to predict the timing, outcome or consequences of these actions, or estimate any probable range of loss.

Item 4. Mine Safety Disclosures
Not applicable.
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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information and Holders
Our common stock is currently listed on the Nasdaq under the symbol “RKLB”. As of February 20, 2026, there were approximately 36 holders of record of our common stock. Such numbers do not include beneficial owners holding our securities through nominee names.
Dividend Policy
We have never declared or paid any cash dividends on our capital stock, and we do not currently intend to pay any cash dividends for the foreseeable future. It is the present intention of our Board to retain all earnings, if any, for use in our business operations and, accordingly, our Board does not anticipate declaring any dividends in the foreseeable future. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition. The payment of any cash dividends is within the discretion of our Board. Further, our ability to declare dividends may be limited by the terms of financing or other agreements entered into by the Company or its subsidiaries from time to time. 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.
Equity Compensation Plan Information
Information about our equity compensation plans is incorporated herein by reference to Part III, Item 12 of this Annual Report on Form 10-K.
Stock Performance Graph
The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, or otherwise subject to the liabilities under the Securities Act or Exchange Act, except to the extent that we specifically incorporate it by reference into such filing.
The following graph depicts the total cumulative stockholder return on our common stock from August 25, 2021, the first day of trading of our common stock on the Nasdaq, through December 31, 2025, relative to the performance of the Russell 2000 Index and the ARK Space Exploration & Innovation ETF. The graph assumes an initial investment of $100.00 at the close of trading on August 25, 2021 and that all dividends paid by companies included in these indices have been reinvested. The performance shown in the graph below is not intended to forecast or be indicative of future stock price performance.

Item 6. [Reserved]
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. You should read this discussion and analysis in conjunction with the consolidated financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K. Certain amounts may not foot due to rounding. Certain information in this discussion and analysis or set forth elsewhere in this Annual Report on Form 10-K contains forward-looking statements that involve numerous risks and uncertainties, including, but not limited to, those described under the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and Item I, Part 1A. “Risk Factors” included in this Annual Report on Form 10-K. We assume no obligation to update any of these forward-looking statements. Actual results may differ materially from those contained in any forward-looking statements.

Overview
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 and other spacecraft and on-orbit management solutions that make it faster, easier and more affordable to access space.
While our business has historically been centered on the manufacture of small-class launch vehicles and the related sale of launch services, we are currently innovating in the areas of medium-class launch vehicle and launch services, space systems design and manufacturing, on-orbit management solutions, and space data applications. Each of these initiatives addresses a critical component of the end-to-end solution and our value proposition for the space economy:
• Launch Services is the design, manufacture, and launch of orbital rockets to deploy payloads to various Earth orbits and interplanetary destinations.
• Space Systems is the design and manufacture of spacecraft, spacecraft components and spacecraft program management services, space data applications, mission operations and optical systems.
Electron is our orbital small launch vehicle that was designed from the ground up to accommodate a high launch rate business model to meet the growing and dynamic needs of our customers for small launch services. 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 first stage fuel tanks, a private orbital launch complex, a rocket stage that can be configured to convert into a highly capable spacecraft on orbit, and the potential ability to successfully recover a stage from space, providing a path to reusability.
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.
Our space systems initiatives are supported by the design and manufacture of our spacecraft family along with a range of components, software and services for spacecraft, including reaction wheels, star trackers, radios, separation systems, solar solutions, command and control spacecraft software, high voltage space grade battery solutions, optical solutions and additional products in development to serve a wide variety of sub-system functions. 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 Planetary Systems Corporation, SolAero Technologies Corp., Advanced Solutions, Incorporated and GEOST. Each of these strategic acquisitions brought incremental vertically-integrated capabilities for our own spacecraft family and also enabled Rocket Lab to deliver high-volume manufacturing of critical spacecraft components and software solutions at scale prices to the broader spacecraft merchant market. Our spacecraft family, which are configurable for a range of low Earth orbit, medium Earth orbit, geosynchronous orbit and interplanetary missions enable us to offer an end-to-end mission solution encompassing launch, full spacecraft manufacturing, ground services, mission operations and optical systems to provide customers with streamlined access to orbit with Rocket Lab as a single mission partner.
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Recent Developments
Space Development Agency Tracking Layer Tranche 3
On December 17, 2025, we entered into an agreement with the Space Development Agency (“SDA”) to design, manufacture and provide operations and sustainment for 18 satellites for the Tracking Layer Tranche 3 program (“Tranche 3”) under the Proliferated Warfighter Space Architecture. The contract with SDA has a total potential value of $816 million, which includes a base amount of $806 million and options totaling $10 million. Work under the agreement will begin immediately with final delivery of the satellites for launch expected in 2029.
Neutron Update
We continue to make significant progress in the development of the Neutron launch vehicle. Neutron qualification testing of flight hardware from large structures through to component level systems is ongoing. Several major vehicle structures have completed successful qualification and are moving into final integration and test phase, including the fairing, second stage, and thrust structure. An unanticipated failure during qualification testing of the first stage tank occurred in January 2026 and this has impacted the expected timing of Neutron’s first launch.
Based on our evaluation of necessary time to produce a new tank and complete robust testing of the tank as well as the Archimedes engine, and qualification of remaining systems and hardware, Neutron’s first launch is now targeted for Q4 2026. However, risk and uncertainty remains in the complex development cycle of a new launch vehicle which could impact our current best estimate of a targeted timeline for first launch.

Key Factors Affecting Our Performance
Ability to timely develop and successfully deploy Neutron launch vehicle
Our future results will depend on the success of the development and commercial acceptance of our Neutron medium-capacity launch vehicle. While we have made significant progress across Neutron’s structures and infrastructure to date, including engine testing and initial production execution, the commercial development of a new launch vehicle is inherently time consuming and involves numerous risks throughout the engineering and manufacturing development cycle, hardware and systems testing, and infrastructure readiness, any of which could create further delays in reaching the initial launch and future launches of the completed vehicle. In addition, even if we succeed in developing Neutron to a successful initial launch, we could be unsuccessful in developing the ability to produce these launch vehicles in quantities and with the necessary quality manufacturing system that ensures each vehicle and engines perform as required or meet our expectations for future launch cadence. Any delay in the production of the Neutron launch vehicle or in our ability to produce these launch vehicles at our expected rate of production and with a reliable quality management system could have a material impact on customer acceptance as well as our future revenue, financial condition and results of operations. Additional delays or setbacks in Neutron development may require more research, development and capital expenditures than we currently anticipate, which could adversely affect our liquidity and capital resources in future periods.
Ability to sell additional launch services, space systems service and spacecraft components to new and existing customers
Our results will be impacted by our ability to sell our launch services, space systems services, and spacecraft components to new and existing customers. We have successfully launched Electron 75 times delivering over 200 spacecraft to orbit, including suborbital launches, through December 31, 2025. We have flight hardware and spacecraft that have flown 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 (acquired August 2025). Our growth opportunity is dependent on our ability to expand our addressable launch services market with larger volumetric and higher mass payload capabilities of our in-development medium-capacity Neutron launch vehicle, which will address large commercial and government constellation launch opportunities. Our growth opportunity is also dependent on our ability to win spacecraft constellation missions and expand our portfolio of strategic spacecraft components. Our ability to sell additional products to existing customers is a key part of our success, as follow-on purchases indicate customer satisfaction and decrease the likelihood of competitive substitution. To sell additional products and services to new and existing customers, we will need to continue to invest significant resources in our products and services.
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Ability to improve profit margins and scale our business
We intend to continue to invest in initiatives to improve our operating leverage and significantly ramp production. We believe continued reduction in costs and an increase in production volumes will enable the cost of launch vehicles to decline and improve our gross margins. Our ability to achieve our production-efficiency objectives could be negatively impacted by a variety of factors including, among other things, lower-than-expected facility utilization rates, manufacturing and production cost overruns, increased purchased material costs and unexpected supply-chain quality issues or interruptions.
Government expenditures and private enterprise investment into the space economy
Government expenditures and private enterprise investment has fueled the growth in our target markets. We expect the continued availability of government expenditures and private investment for our customers to help fund purchases of our products and services will remain. This is an important factor in our company’s growth prospects.

Key Metrics and Select Financial Data
We monitor the following key financial and operational metrics that assist us in evaluating our business, measuring our performance, identifying trends and making strategic decisions.
Launch Vehicle Build-Rate and Launch Cadence
We built approximately 11 Electron launch vehicles in 2023, approximately 14 Electron launch vehicles in 2024 and approximately 24 Electron launch vehicles in 2025. We launched ten Electron vehicles in 2023, 16 Electron vehicles in 2024 and 21 Electron vehicles in 2025. Growth rates between launches and total launch service revenue are not perfectly correlated because our total revenue is affected by other variables, such as the revenue per launch, which can vary considerably based on factors such as unique orbit and insertion requirements, payload handling needs, launch location, time sensitivity of mission completion, method of revenue recognition and other factors.
Revenue Growth
We generated $601.8 million and $436.2 million in revenue for the years ended December 31, 2025 and 2024, respectively, representing a year-on-year increase in revenue of approximately 38%. This year-on-year increase primarily resulted from increased revenues in our organic space system products and services representing growth of $91.9 million and higher launch cadence that delivered growth of $73.7 million.
Revenue and Cost Per Launch
Revenue per launch represents the average transaction price attributable to launch contract performance obligations during the period in which the launch occurs, regardless of whether the revenue is recognized as point-in-time or over-time method of revenue recognition. This metric provides insight into general competitiveness and price sensitivity in the marketplace. Revenue per launch can vary considerably, based on factors such as unique orbit and insertion requirements, payload handling needs, launch location, time sensitivity of mission completion and other factors, and as such may not provide absolute clarity with regards to pricing and competitive dynamics in the marketplace. Cost per launch is calculated by taking actual costs of the launch vehicles that occur in the period, regardless of whether the costs were recognized at point-in-time or over-time method and all period costs in the period of launch.
For the years ended December 31, 2025, 2024 and 2023, our revenue per launch was $8.5 million, $7.8 million and $7.1 million, respectively. Meanwhile, cost per launch was $4.8 million, $5.7 million and $7.0 million for the years ended December 31, 2025, 2024 and 2023, respectively. Cost per launch for the year ended December 31, 2023 excludes a $2.1 million benefit from non-recurring employee retention credit to Launch Services cost of revenue and a $4.1 million benefit from non-recurring reversal of provision made for contract losses that were credited to Launch Services cost of revenue. The decrease in cost per launch in the years ended December 31, 2025 and 2024 was driven by efficiencies of scale.
Backlog
Backlog represents future revenues that we would recognize in connection with the completion of all contracts and purchase orders that have been entered into by our customers but have not yet been fulfilled, excluding any customer options for future products or services that have not yet been exercised. Contracts for launch services and spacecraft builds typically include termination rights that may be exercised by customers upon advanced notice and payment of a specified termination fee. Our backlog increased from $1,067.0 million as of December 31, 2024 to $1,847.3 million as of December 31, 2025, of which $1,371.7 million is related to space systems and $475.6 million is related to launch services. The increase was primarily a result of continued bookings during the period, which includes the SDA Tranche 3 contract signed in December 2025, and the acquisition of GEOST, partially offset by recognizing revenue on contracts during the period.
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Components of Results of Operations
Revenue
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 revenue once the final contractual obligation is completed. Over-time revenue recognition is generally based on an input measure of progress based on costs incurred compared to estimated total costs at completion. Each project has a contractual revenue value and an estimated cost. The over-time revenue is recognized based on the percentage of the total project cost that has been realized.
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 schedules are delayed, performance-based milestones are not achieved or progress under a contract is otherwise impeded. Accordingly, our recorded revenues and operating profit from period to period can fluctuate significantly depending on when the point-in-time or over-time contractual obligations are achieved. In the event cost estimates indicate a loss on a contract, the total amount of such loss is recorded in the period in which the loss is first estimated.
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.
Cost of Revenues
Cost of revenues consists primarily of direct material and labor costs, manufacturing overhead, freight expense, depreciation and amortization and other personnel-related expenses, which include salaries, bonuses, benefits and stock-based compensation expense, directly associated with generating revenues. We expect our cost of revenues to increase in absolute dollars in future periods as we sell more launch services and space systems. As we grow into our current capacity and execute on cost-reduction initiatives, we expect our cost of revenues as a percentage of revenue to decrease over time.
Because direct labor costs and manufacturing overhead comprise a significant portion of cost of revenues, increasing our production rate resulting in greater absorption of these costs is our most critical cost reduction initiative. Increasing our production rate is a cross-functional effort involving sales and business development, manufacturing, engineering, supply chain and finance.
Operating Expenses
Our operating expenses consist of research and development and selling, general and administrative expenses.
Research and Development, Net
Research and development, net expense consists primarily include labor, prototype, professional services, materials, facilities and depreciation expense. We intend to continue to make significant investments in developing new products and enhancing existing products, including but not limited to our medium capacity Neutron launch vehicle, Electron’s first stage recovery, and spacecraft features and capabilities, as well as expanding our portfolio of spacecraft components and subsystems. Research and development expense will be variable relative to the number of products that are in development, validation or testing. However, we expect it to decline as a percentage of total revenue over time.
Selling, General and Administrative
Selling, general and administrative expenses consist primarily of personnel-related expenses for our sales, marketing, supply chain, finance, legal, human resources and administrative personnel, as well as the costs of customer service, information technology, risk management and related insurance, travel, allocated overhead, other marketing, communications, administrative and transaction expenses. We also expect to further invest in our corporate infrastructure and incur additional expenses associated with operating as a public company, including increased legal and accounting costs, investor relations and compliance costs. As a result, we expect that selling, general and administrative expenses will increase in absolute dollars in future periods but decline as a percentage of total revenue over time.
Interest Expense
Interest expense consists primarily of interest expense on our loan agreements, amortization of debt issuance costs and finance lease interest.
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Interest Income
Interest income consists primarily of interest income on our cash and cash equivalents, marketable securities and customer financing.
Loss on Foreign Exchange
Gain (loss) on foreign exchange relates to currency fluctuations that generate foreign exchange gains or losses on invoices denominated in currencies other than the United States (“U.S.”) Dollar.
Other Income (Expense), Net
Other income (expense), net consists primarily of change in the fair value of contingent consideration, loss on extinguishment of debt, gain or loss on disposal of assets and accretion of marketable securities purchased at a discount.

Results of Operations
The following table sets forth our consolidated statements of operations information and data as a percentage of revenue for each of the periods indicated (in thousands, except percentages):

Years Ended December 31,
2025 2024 2023
$ % $ % $ %
Revenues $ 601,799  100.0 % $ 436,214  100.0 % $ 244,592  100.0 %
Cost of revenues 394,618  65.6 % 320,065  73.4 % 193,183  79.0 %
Gross profit 207,181  34.4 % 116,149  26.6 % 51,409  21.0  %
Operating expenses:
Research and development, net 270,716  45.0 % 174,394  40.0 % 119,054  48.7 %
Selling, general and administrative 165,303  27.5 % 131,556  30.2 % 110,273  45.1 %
Total operating expenses 436,019  72.5 % 305,950  70.2 % 229,327  93.8 %
Operating loss (228,838) (38.1) % (189,801) (43.6) % (177,918) (72.8) %
Other income (expense):
Interest expense (26,489) (4.4) % (26,179) (6.0) % (17,525) (7.1) %
Interest income 25,512  4.2  % 22,225  5.1  % 13,277  5.4  %
Loss on foreign exchange (463) (0.1) % (87) —  % (470) (0.2) %
Other income, net 4,381  0.7 % 4,431  1.0 % 3,715  1.5  %
Total other income (expense), net 2,941  0.4  % 390  0.1 % (1,003) (0.4) %
Loss before income taxes (225,897) (37.7) % (189,411) (43.5) % (178,921) (73.2) %
Benefit (provision) for income taxes 27,688  4.6  % (764) (0.2) % (3,650) (1.5) %
Net loss $ (198,209) (33.1) % $ (190,175) (43.7) % $ (182,571) (74.7) %

Comparison of the Years Ended December 31, 2025 and 2024
Revenues

  Years Ended December 31,
(in thousands, except percentages) 2025 2024 $ Change % Change
 Revenues $ 601,799  $ 436,214  $ 165,585  38 %

Revenue increased by $165.6 million, or 38%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024. Space systems revenue was $402.8 million for the year ended December 31, 2025, an increase of $91.9 million, or 30%, primarily due to spacecraft manufacturing growth, partially offset by a net $7.9 million downward cumulative catch-up adjustment to revenue primarily related to changes in the estimated costs to complete an individual contract. Launch services revenue was $199.0 million for the year ended December 31, 2025, an increase of $73.7 million, or 59%, primarily due to a higher launch cadence, with 21 launch missions completed in the year ended December 31, 2025, versus 16 launch mission completed in the year ended December 31, 2024, higher revenue per launch, revenue recognized on over-time Electron launch missions and increase in other launch revenue, which includes termination and study revenue.
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Cost of Revenues

Years Ended December 31,
(in thousands, except percentages) 2025 2024 $ Change % Change
 Cost of revenues $ 394,618  $ 320,065  $ 74,553  23 %

Cost of revenues increased by $74.6 million, or 23%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024. Space systems cost of revenue was $276.8 million for the year ended December 31, 2025, an increase of $47.6 million, or 21%, primarily due to spacecraft manufacturing growth. Launch Service cost of revenues was $117.8 million for the year ended December 31, 2025, an increase of $27.0 million, or 30%, primarily due to a higher launch cadence referenced above.
Research and Development, Net

Years Ended December 31,
(in thousands, except percentages) 2025 2024 $ Change % Change
 Research and development, net $ 270,716  $ 174,394  $ 96,322  55 %

Research and development expense increased by $96.3 million, or 55%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to Neutron development progress, increased staff and staff related expenses as a result of hiring and prototype spend focused on expanding our spacecraft and spacecraft components product portfolio.
Selling, General and Administrative

Years Ended December 31,
(in thousands, except percentages) 2025 2024 $ Change % Change
 Selling, general and administrative $ 165,303  $ 131,556  $ 33,747  26 %

Selling, general and administrative expense increased by $33.7 million, or 26%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to increased staff and staff related expenses to support revenue growth and increased transaction expenses related to managing an active acquisition pipeline.
Interest Expense

Years Ended December 31,
(in thousands, except percentages) 2025 2024 $ Change % Change
 Interest expense $ (26,489) $ (26,179) $ (310) 1  %

Interest expense increased by $0.3 million, or 1%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.
Interest Income

Years Ended December 31,
(in thousands, except percentages) 2025 2024 $ Change % Change
 Interest income $ 25,512  $ 22,225  $ 3,287  15  %

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

Years Ended December 31,
(in thousands, except percentages) 2025 2024 $ Change % Change
 Loss on foreign exchange $ (463) $ (87) $ (376) 432  %

Loss on foreign exchange increased by $0.4 million, or 432%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to fluctuations on the foreign exchange rates of the New Zealand Dollar and Canadian Dollar as compared to the U.S. Dollar.
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Other Income, Net

Years Ended December 31,
(in thousands, except percentages) 2025 2024 $ Change % Change
 Other income, net $ 4,381  $ 4,431  $ (50) (1 %)

Other income decreased by $0.1 million, or 1%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024. In 2025, other income, net consisted primarily of a $10.6 million change in the fair value of contingent consideration and $2.2 million in accretion of marketable securities purchased at a discount, partially offset by a $5.9 million loss on extinguishment of debt and a $2.6 million loss on disposal of assets. In 2024, other income, net consisted primarily of $2.9 million in accretion of marketable securities purchased at a discount and a $2.8 million gain on disposal of assets, partially offset by a $1.3 million loss on extinguishment of debt.
Benefit (Provision) for Income Taxes

Years Ended December 31,
(in thousands, except percentages) 2025 2024 $ Change % Change
 Benefit (provision) for income taxes $ 27,688  $ (764) $ 28,452  (3,724) %

We recorded income tax benefit of $27.7 million for the year ended December 31, 2025 and income tax expense of $0.8 million for the year ended December 31, 2024. The effective tax rate was 12.3% for the year ended December 31, 2025, compared to (0.4)% for the year ended December 31, 2024. The 2025 effective tax rate differs from the federal statutory rate due primarily to increases in the U.S. valuation allowance on our deferred tax assets, net of the release of the valuation allowance related to the GEOST acquisition, as well as the impact of stock based compensation deductions, and foreign income taxed at different rates.
Comparison of the Years Ended December 31, 2024 and 2023
Revenues

  Years Ended December 31,
(in thousands, except percentages) 2024 2023 $ Change % Change
 Revenues $ 436,214  $ 244,592  $ 191,622  78 %

Revenue increased by $191.6 million, or 78%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023. Space systems revenue was $310.8 million for the year ended December 31, 2024, an increase of $138.1 million, or 80%, primarily due to spacecraft manufacturing growth. Launch services revenue was $125.4 million for the year ended December 31, 2024, an increase of $53.5 million, or 74%, primarily due to a higher launch cadence, with 16 launch missions completed in the year ended December 31, 2024, versus ten launch mission completed in the year ended December 31, 2023.
Cost of Revenues

Years Ended December 31,
(in thousands, except percentages) 2024 2023 $ Change % Change
 Cost of revenues $ 320,065  $ 193,183  $ 126,882  66 %

Cost of revenues increased by $126.9 million, or 66%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023. Space systems cost of revenue was $229.3 million for the year ended December 31, 2024, an increase of $99.9 million, or 77%, primarily due to spacecraft manufacturing growth. Launch Service cost of revenues was $90.8 million for the year ended December 31, 2024, an increase of $27.0 million, or 42%, primarily due to a higher launch cadence referenced above. Cost of revenues for the year ended December 31, 2024 decreased to 73% of total revenue as compared to 79% for the year ended December 31, 2023.
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Research and Development, Net

Years Ended December 31,
(in thousands, except percentages) 2024 2023 $ Change % Change
 Research and development, net $ 174,394  $ 119,054  $ 55,340  46 %

Research and development expense increased by $55.3 million, or 46%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to Neutron development progress, increased staff and staff related expenses as a result of hiring and prototype spend focused on expanding our spacecraft and spacecraft components product portfolio.
Selling, General and Administrative

Years Ended December 31,
(in thousands, except percentages) 2024 2023 $ Change % Change
 Selling, general and administrative $ 131,556  $ 110,273  $ 21,283  19 %

Selling, general and administrative expense increased by $21.3 million, or 19%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to increased staff and staff related expenses to support revenue growth.
Interest Expense

Years Ended December 31,
(in thousands, except percentages) 2024 2023 $ Change % Change
 Interest expense $ (26,179) $ (17,525) $ (8,654) 49  %

Interest expense increased by $8.7 million, or 49%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to an increase of interest expense incurred on senior convertible notes, partially offset by interest expense on secured borrowings.
Interest Income

Years Ended December 31,
(in thousands, except percentages) 2024 2023 $ Change % Change
 Interest income $ 22,225  $ 13,277  $ 8,948  67  %

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

Years Ended December 31,
(in thousands, except percentages) 2024 2023 $ Change % Change
 Loss on foreign exchange $ (87) $ (470) $ 383  (81) %

Loss on foreign exchange decreased by $0.4 million, or 81%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to fluctuations on the foreign exchange rates of the New Zealand Dollar and Canadian Dollar as compared to the U.S. Dollar.
Other Income, Net

Years Ended December 31,
(in thousands, except percentages) 2024 2023 $ Change % Change
 Other income, net $ 4,431  $ 3,715  $ 716  19 %

Other income increased by $0.7 million, or 19%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to a gain on sale of assets related to the sale of a helicopter and spare parts in 2024, partially offset by a decrease in accretion of marketable securities purchased at a discount.
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Provision for Income Taxes

Years Ended December 31,
(in thousands, except percentages) 2024 2023 $ Change % Change
 Provision for income taxes $ (764) $ (3,650) $ 2,886  (79) %

We recorded income tax expense of $0.8 million and $3.7 million for the years ended December 31, 2024 and 2023, respectively. The effective tax rate was (0.4)% for the year ended December 31, 2024, compared to (2.0)% for the year ended December 31, 2023. The effective tax rate differs from the federal statutory rate due primarily to a full valuation allowance against our U.S. deferred tax assets.

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 existing manufacturing facilities, working capital, debt service, acquisitions of complementary businesses, products or technologies and general corporate needs. Historically, these cash requirements have been met through the net proceeds we received through private sales of equity securities and convertible senior notes, borrowings under our credit and equipment financing facilities, net proceeds received in the Business Combination, net proceeds received from our ATM Equity Offerings and payments received from customers.
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.
Material Cash Requirements
As of December 31, 2025, our total minimum lease payments was $151.0 million, of which $17.9 million is due in the following twelve months. For details regarding our lease obligations at December 31, 2025, refer to Note 16, Leases, to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Our capital expenditures for the fiscal year ended December 31, 2025 were $156.3 million. Our future capital requirements will depend on many factors, including our launch cadence, traction in the market with our space systems offerings, the expansion of sales and marketing activities, the timing and extent of spending to support product development efforts, the introduction of new and enhanced products, the continuing market adoption of our products, the timing and extent of additional capital expenditures to invest in existing and new office spaces and the number of acquisitions of complementary businesses, products or technologies we pursue, if any. We may be required to seek additional equity or debt financing or we may choose to take advantage of opportunistic capital raising or financing transactions primarily for the purposes noted above. In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued product innovation, we may not be able to compete successfully, which would harm our business, operations and financial condition.
Additionally, we expect our capital and operating expenditures will increase significantly in connection with ongoing activities as we:
• increase our investment in marketing, advertising, sales and distribution infrastructure for our existing and future products and services;
• develop additional new products and enhancements to existing products;
• obtain, maintain and improve our operational, financial and management performance;
• hire additional personnel;
• obtain, maintain, expand and protect our intellectual property portfolio; and
• continue to operate as a public company.
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Indebtedness
On February 6, 2024, the Company issued $355.0 million aggregate principal amount of its 4.250% Convertible Senior Notes due 2029 (the “Notes”). The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of February 6, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). As of December 31, 2025, there was $155.7 million outstanding under the Notes, before unamortized discount and debt issuance costs of $3.3 million. As of December 31, 2025, the effective interest rate under the Notes was 5.0%. In addition, the Company has financing agreements with $1.7 million outstanding as of December 31, 2025.

Cash Flows
The following table summarizes our cash flows for the periods presented:

Years Ended December 31,
(in thousands) 2025 2024 2023
Net cash provided by (used in):
Operating activities $ (165,521) $ (48,890) $ (98,867)
Investing activities (347,397) (98,327) 12,018 
Financing activities 1,071,271  256,682  7,369 
Effect of exchange rate changes (110) (597) 43 
Net increase (decrease) in cash, cash equivalents, and restricted cash $ 558,243  $ 108,868  $ (79,437)

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 liabilities are $39.9 million in inventories, $21.6 million in contract liabilities, $15.5 million in prepaids and other assets, $11.5 million in non-current lease liabilities, offset by cash provided by operating assets and liabilities including $15.8 million in other non-current assets and $10.2 million in trade payables.

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.

Critical Accounting Policies and Estimates
We believe that the following accounting policies involve a high degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of operations. See Note 2, Significant Accounting Policies to our consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K for a description of our other significant accounting policies. The preparation of our consolidated financial statements in conformity with accounting standards generally accepted in the United States of America (“U.S. GAAP”) requires us to make estimates and judgments that affect the amounts reported in those financial statements and accompanying notes. Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those estimates.
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Revenue Recognition
The transaction price represents the amount of consideration to which we expect to be entitled in exchange for transferring the promised products or services to our customers. The consideration promised within a contract may include fixed amounts and variable amounts. Variable consideration may consist of final milestone payments, mission success fees or liquidating damages that are earned or penalized if certain contractual milestones are achieved or are not achieved.
We estimate variable consideration at the most likely amount or expected value, which is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. We do not have a history of significant changes in our estimates of variable consideration; however, judgment is involved in estimating the amounts on long term contracts and could be subject to change if we encounter significant delays in production.
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 not limited to actual progress and costs incurred, labor productivity, changes in cost and availability of materials.
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 revenue and profit in the period the changes are identified, reflecting the inception-to-date effect of the revised estimates. These adjustments may favorably or unfavorably impact our gross margin. For the impacts of changes in estimates on our consolidated statements of operations and comprehensive loss, see Note 3 to the consolidated financial statements.
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.
Stock-based Compensation
The fair value of stock options under our employee equity incentive plan are estimated as of the grant date using the Black-Scholes option valuation model, which is affected by the fair value per share of common stock, the expected share price volatility of its common shares over the expected term, expected term, risk-free interest rate and expected dividend yield, which are estimated as follows:
• Fair value per share of common stock . The fair value of common stock based on the market price of our common stock underlying the awards on the grant date.
• Expected volatility . The volatility is based on the weighted average historical volatilities of our common stock and a pool of public companies that are comparable to us. Expected volatility represents the estimated volatility of the shares over the expected life of the options.
• Expected term . We determine the expected term of the awards using the simplified method. The simplified method estimates the expected term based on the average of the vesting period and contractual term of the stock option.
• Risk-free interest rate. The risk-free interest rate for periods within the expected life of the option is derived from the U.S. treasury interest rates in effect at the date of grant.
• Estimated dividend yield. We use an expected dividend yield of zero since no dividends are expected to be paid.
The assumptions used in calculating the fair value of stock-based awards represent our best estimates, however, these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change or we use different assumptions, stock-based compensation expense could be materially different in the future.
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Income Taxes
We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized by applying the statutory tax rates in effect in the years in which the differences between the financial reporting and tax filing bases of existing assets and liabilities are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.
We utilize a two-step approach to recognizing and measuring uncertain income tax positions (tax contingencies). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. We make estimates, assumptions and judgments to determine its provision for income taxes and also for deferred tax assets and liabilities and any valuation allowances recorded against deferred tax assets. Actual future operating results and the underlying amount and type of income could differ materially from our estimates, assumptions and judgments thereby impacting its consolidated financial position and results of operations.
Business Combinations
The results of businesses acquired in a business combination are included in our consolidated financial statements from the date of the acquisition. The Company uses the acquisition method of accounting for business combinations and recognizes assets acquired and liabilities assumed measured at their fair values on the date acquired. Goodwill is measured as of the acquisition date as the excess of consideration transferred over the net acquisition date fair value of the assets acquired and the liabilities assumed. The determination of fair values of identifiable assets and liabilities requires estimates and the use of valuation techniques when fair value is not readily available and requires a significant amount of management judgment.
We perform valuations of assets acquired and liabilities assumed and allocate the purchase price to its respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed requires us to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination.
In certain business combinations, we may agree to pay contingent consideration based on the future performance of the acquired business. Contingent consideration is measured at fair value as of the acquisition date and included as part of the total purchase price. Subsequent changes in the fair value of contingent consideration are recognized in earnings in the period of the change. The determination of the fair value of contingent consideration requires significant judgment and estimates, including projections of future financial performance, discount rates and volatility assumptions.
These estimates are inherently uncertain, as they rely on forward-looking assumptions about our business and market conditions. Changes in these assumptions can materially impact the fair values assigned to identifiable intangible assets, goodwill and amortization expense.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations. We test goodwill for impairment at least annually during the fourth fiscal quarter, or more frequently if indicators of impairment exist during the fiscal year. Events or circumstances which could trigger an impairment review include a significant adverse change in legal factors or in the business climate, loss of key customers, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of our use of the acquired assets or the strategy for our overall business, significant negative industry or economic trends or significant underperformance relative to expected historical or projected future results of operations.
When testing goodwill for impairment, we first performs a qualitative assessment. If we determine it is more likely than not that a reporting unit’s fair value is less than its carrying amount, then a one-step impairment test is required. If we determines it is not more likely than not a reporting unit’s fair value is less than its carrying amount, then no further analysis is necessary. To identify whether a potential impairment exists, we compare the estimated fair value of the reporting unit with its carrying amount, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If, however, the fair value of the reporting unit is less than its carrying amount, then such balance would be recorded as an impairment loss.
There was no impairment of goodwill during the years ended December 31, 2025, 2024 and 2023. We performed our most recent qualitative analysis as of October 1, 2025, where we determined the fair value of our reporting unit with goodwill substantially exceeded its carrying value.
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Guarantor Information
In connection with the Reorganization, on May 23, 2025, the Company, Rocket Lab USA and U.S. Bank Trust Company, National Association (the “Trustee”) entered into the first supplemental indenture (the “Supplemental Indenture”) to the indenture, dated as of February 6, 2024, between Rocket Lab USA and the Trustee (the “Indenture”), governing the Convertible Notes in order to (i) provide for subsequent conversions of our convertible senior notes in the manner set forth in Section 5.09 of the Indenture, (ii) provide for subsequent adjustments to the Conversion Rate pursuant to Section 5.05(A) of the Indenture in a manner consistent with Section 5.09 of the Indenture, (iii) provide for the full and unconditional guarantee of the obligations of Rocket Lab USA under our convertible senior notes and the Indenture and (iv) make such other changes as are appropriate to preserve the economic interests of the holders and to give effect to the provisions of Section 5.09(A) of the Indenture.
As of December 31, 2025, there was $155.7 million aggregate principal amount of issued and outstanding convertible senior notes of Rocket Lab USA that are fully and unconditionally guaranteed by the Company. Accordingly, pursuant to Rule 3-10 of Regulation S-X, separate consolidated financial statements of Rocket Lab USA have not been presented. As permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, we have excluded summarized financial information for Rocket Lab USA because the assets, liabilities and results of operations of Rocket Lab USA are not materially different than the corresponding amounts in the Company’s consolidated financial statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in foreign currency exchange rates, interest rates and inflation. In addition, we are subject to broader market risk that is created by the global market disruptions and uncertainties resulting from macroeconomic challenges, geopolitical events, tariffs, trade and other international disputes.
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 affect revenue and other operating results as expressed in U.S. dollars. Foreign currency translation adjustments are accounted for as a component of accumulated other comprehensive income (loss) within stockholders’ equity. Gains or losses due to transactions in foreign currencies are reflected in the consolidated statements of operations under the line item “Loss on foreign exchange.” Materially all of our revenues are denominated in U.S. dollars and we have not engaged in the hedging of foreign currency risk to date, although we may choose to do so in the future. As such, a 10% or greater move in exchange rates versus the U.S. dollar could have a material impact on our financial results and position.
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 rate risk exposure.
Impact of Inflation
We do not believe that inflation has had a material effect on our business, results of operations, or financial condition. Nonetheless, if our costs were to become subject to significant inflationary pressures it could diminish our margin thereby limiting our profits, especially if we are not able to fully offset such higher costs. Our inability or failure to do so could harm our business, financial condition, and results of operations.

Item 8. Financial Statements and Supplementary Data
The financial statements and supplementary data required by this item, including the report of our independent registered public accounting firm and the notes thereto, are included commencing at page F-1 of this Annual Report on Form 10-K and incorporated herein by reference.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
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Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (“SEC”) rules and forms and (2) accumulated and communicated to our management, including our principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
As required by paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act, our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based upon such evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of December 31, 2025.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act). Our management, including our principal executive officer and our principal financial officer, assessed the effectiveness of our internal control over financial reporting using the criteria set forth by Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
We have excluded from the scope of our assessment of internal control over financial reporting the operations and related assets of GEOST, which we acquired on August 12, 2025. Based on that assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.
At December 31, 2025 and for the period from the GEOST acquisition on August 12, 2025 through December 31, 2025, total assets and total revenues subject to GEOST’s internal control over financial reporting represented 14% and 2% of consolidated total assets and total revenues, respectively, as of and for the year ended December 31, 2025.
Deloitte & Touche LLP, an independent registered public accounting firm, which has audited and reported on the consolidated financial statements contained in this Annual Report on Form 10-K, has issued its report on the effectiveness of the Company’s internal control over financial reporting which is included commencing at page F-1 of this Annual Report on Form 10-K and incorporated herein by reference.
Limitations on the Effectiveness of Controls
Management recognizes that any controls and procedures, no matter how well-designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Because of these inherent limitations, our disclosure and internal controls may not prevent or detect all instances of fraud, misstatements or other control issues. In addition, projections of any evaluation of the effectiveness of disclosure or internal controls to future periods are subject to risks, including, among others, that controls may become inadequate because of changes in conditions or that the degree of compliance with policies or procedures may deteriorate.
Changes in Internal Control over Financial Reporting
We assessed, with the participation of our Chief Executive Officer and Chief Financial Officer, any change in our internal control over financial reporting as of the end of the fiscal quarter covered by this Annual Report on Form 10-K. There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2025 covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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Item 9B. Other Information
Sell to Cover Trading Election
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 Incentive Plan or any successor equity incentive plan. The sell-to-cover election provides for the sale of shares of common stock issued upon the vesting of restricted stock units in an amount sufficient to cover the federal, state, local, and foreign tax withholding obligations incurred in connection with such vesting.
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.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
We expect to file a definitive Proxy Statement for our 2026 Annual Meeting of Stockholders (the “2026 Proxy Statement”) with the SEC, pursuant to Regulation 14A, not later than 120 days after the end of our fiscal year. Accordingly, certain information required by Part III has been omitted under General Instruction G(3) to Form 10-K. Only those sections of the 2026 Proxy Statement that specifically address the items required to be set forth herein are incorporated by reference.

Item 10. Directors, Executive Officers and Corporate Governance
Code of Conduct and Ethics
We have adopted a code of ethics and employee conduct that applies to all of our employees, officers and directors, including our President, Chief Executive Officer and Chairman, Chief Financial Officer, and other executive and senior officers. The full text of this code of ethics and employee conduct is posted on the investor relations page of our website at www.rocketlabcorp.com . If we make any amendment to, or a waiver from, a provision of our code of ethics that applies to our Chief Executive Officer, Chief Financial Officer, principal accounting officer or controller, or persons performing similar functions, that relates to any element of the code of ethics definition enumerated in paragraph (b) of Item 406 of Regulation S-K, we intend to disclose such amendment or waiver on that website.
The other information required by this Item is incorporated by reference from our 2026 Proxy Statement.

Item 11. Executive Compensation
The information required by this Item is incorporated by reference from our 2026 Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item is incorporated by reference from our 2026 Proxy Statement.

Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated by reference from our 2026 Proxy Statement.

Item 14. Principal Accounting Fees and Services
The information required by Item 9(e) of Schedule 14A will be set forth in the Company’s 2026 Proxy Statement. For the limited purpose of providing the information necessary to comply with this Item 14, the 2026 Proxy Statement is incorporated herein by this reference.
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PART IV

Item 15. Exhibits, Financial Statement Schedules
(a) (1) See the Index to Financial Statements at page F-1 of this report.
(2) All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
(b) Exhibits

Exhibit
Number Description

3.1 Amended and Restated Certificate of Incorporation of Rocket Lab Corporation (incorporated by reference to Exhibit 3.1 to the Form 8-K12B filed by the Company on May 23, 2025).

3.2 Amended and Restated Bylaws of Rocket Lab Corporation (incorporated by reference to Exhibit 3.2 to the Form 8-K12B filed by the Company on May 23, 2025).

3.3 Certificate of Designations of Series A Convertible Participating Preferred Stock of Rocket Lab Corporation (incorporated by reference to Exhibit 3.3 to the Form 8-K12B filed by the Company on May 23, 2025).

4.1 Description of Securities (incorporated by reference to Exhibit 4.1 to the Form 8-K12B filed by the Company on May 23, 2025).

4.2 Indenture, dated February 6, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed on February 7, 2024).

4.3 Supplemental Indenture, dated as of May 23, 2025, among Rocket Lab Corporation, Rocket Lab USA, Inc. and U.S. Bank Trust Company, National Association (incorporated by reference to Exhibit 4.2 of the Company's Form 8-K12B filed on May 23, 2025).

4.4 Form of 4.250% Convertible Senior Note due 2029 (incorporated by reference as an exhibit to Exhibit 4.1 of the Company’s Form 8-K filed on February 7, 2024).

10.1‡ Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-4 filed by Vector Acquisition Corporation on June 25, 2021).

10.2 Second Amended and Restated Registration Rights Agreement, dated as of August 25, 2021, by and among Rocket Lab USA, Inc. (formerly known as Vector Acquisition Delaware Corporation), Vector Acquisition Partners, L.P. and certain other parties thereto (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by Rocket Lab USA, Inc. on August 31, 2021).

10.3‡ Rocket Lab USA, Inc. 2021 Stock Option and Incentive Plan (incorporated by reference to Annex H to the proxy statement/prospectus filed by Vector Acquisition Corporation on July 21, 2021).

10.4‡ Rocket Lab USA, Inc. 2021 Employee Stock Purchase Plan (incorporated by reference to Annex I to the proxy statement/prospectus filed by Vector Acquisition Corporation on July 21, 2021).

10.5‡ Employment Agreement, dated August 12, 2014, between Rocket Lab Limited and Peter Beck (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-4 filed by Vector Acquisition Corporation on June 25, 2021).

10.6‡ Employee Offer Letter, dated March 8, 2018, between Rocket Lab USA, Inc. and Adam Spice (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-4 filed by Vector Acquisition Corporation on June 25, 2021).

10.7‡ Second Amended and Restated 2013 Stock Option and Grant Plan (incorporated by reference to Exhibit 10.10 to the Form 8-K filed by Rocket Lab USA, Inc. on August 31, 2021).

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10.8 Deed of Lease between Rocket Lab Limited and Kawatiri Properties Ltd., dated March 8, 2018, for the premises located at 25 Levene Place, Mount Wellington, Auckland 1060, New Zealand (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-4 filed by Vector Acquisition Corporation on June 25, 2021).

10.9 Standard Industrial Lease between Rocket Lab USA, Inc. and Douglas Park Associates III, LLC, dated October 4, 2019, for the premises located at 3881 McGowen Street, Long Beach, CA 90808 (incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-4 filed by Vector Acquisition Corporation on June 25, 2021).

10.10 Amended and Restated Deed of Lease of Rural Land between Rocket Lab Limited and the Proprietors of Tawapata South, dated November 15, 2019, for the premises located at Onenui Station, Mahia 4198, New Zealand (incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S-4 filed by Vector Acquisition Corporation on June 25, 2021).

10.11 Launch Site Access and Operations Support Agreement for LC-2 between Rocket Lab USA, Inc. and the Virginia Commercial Space Flight Authority, dated September 28, 2018, for the premises located at Mid-Atlantic Regional Spaceport, NASA Wallops Flight Facility, Wallops Island, VA (incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-4 filed by Vector Acquisition Corporation on June 25, 2021).

10.12 Deed of Lease between Rocket Lab Limited and Class One Services Ltd., dated November 15, 2019, for the premises located at 387 Coalfields Road, Kopuku 2471, New Zealand (incorporated by reference to Exhibit 10.16 to the Registration Statement on Form S-4 filed by Vector Acquisition Corporation on June 25, 2021).

10.13+ Rocket Lab USA, Inc. Executive Severance Plan (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on November 9, 2021).

10.14‡ Form of Restricted Stock Unit Award Agreement for Employees (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on November 9, 2021).

10.15‡ Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed on November 9, 2021).

10.16‡ Form of Restricted Stock Award Agreement for Employees (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K filed on November 9, 2021).

10.17‡ Form of Non-Qualified Stock Option Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K filed on November 9, 2021).

10.18‡ Form of Non-Qualified Stock Option Agreement for Employees (incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K filed on November 9, 2021).

10.19‡ Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.7 of the Company’s Form 8-K filed on November 9, 2021).

10.20‡ Rocket Lab USA, Inc. Amended and Restated Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q filed on August 11, 2022).

10.21‡ Employment Agreement, dated April 11, 2022, between Rocket Lab USA, Inc. and Arjun Kampani (incorporated by reference to Exhibit 10.28 to the Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 filed by Rocket Lab USA, Inc. on May 2, 2022).

10.22 Form of Capped Call Confirmation (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on February 7, 2024).

10.23 Employment Agreement, dated September 6, 2024, between Rocket Lab USA, Inc. and Frank Klein (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on September 10, 2024).

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10.24 Amended and Restated Employment Agreement, dated December 3, 2024, between Rocket Lab Limited and Sir Peter Beck (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by Rocket Lab USA, Inc. on December 5, 2024).

10.25 Exchange Agreement, dated December 3, 2024, between Rocket Lab USA, Inc. and The Equatorial Trust (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Rocket Lab USA, Inc. on December 5, 2024).

10.26 Assignment and Assumption Agreement, dated as of May 23, 2025, between Rocket Lab USA, Inc. and Rocket Lab Corporation. (incorporated by reference to Exhibit 10.1 to the Form 8-K12B filed by the Company on May 23, 2025).

10.27 Omnibus Amendment to the Rocket Lab USA, Inc. 2021 Stock Option and Incentive Plan, the Second Amended and Restated 2013 Stock Option and Grant Plan and the Rocket Lab USA, Inc. 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to the Form 8-K12B filed by the Company on May 23, 2025).

10.28 Rocket Lab Corporation Senior Executive Cash Incentive Bonus Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 29, 2025).

10.29^ Stock Purchase Agreement, dated May 22, 2025, by and among Rocket Lab USA, Inc., LightRidge Solutions Holdings LP, and LightRidge Interco Solutions Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on August 7, 2025).

10.30 Joinder to Stock Purchase Agreement, dated May 23, 2025, by and among Rocket Lab Corporation, Rocket Lab USA, Inc., LightRidge Solutions Holdings LP, and LightRidge Interco Solutions Holdings, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on August 7, 2025).

19* Rocket Lab Corporation Insider Trading and Disclosure Policy.

21.1* Subsidiaries of the Registrant.

23.1* Consent of Deloitte & Touche LLP.

31.1* Certification of Principal Executive Officer pursuant to Exchange Act rules 13a-14 or 15d-14.

31.2* Certification of Principal Financial Officer pursuant to Exchange Act rules 13a-14 or 15d-14.

32.1*† Certification of Principal Executive Officer and Principal Financial Officer pursuant to Exchange Act rules 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350.

97* Rocket Lab Corporation Compensation Recovery Policy.

101.INS* Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH* Inline XBRL Taxonomy Extension Schema Document.

101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

___________________________________________________
* Filed herewith.
† The certification furnished in Exhibit 32.1 hereto is deemed to be furnished with this Annual Report on Form 10-K and will not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference.
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+ Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the staff of the Securities and Exchange Commission upon request.
‡ Management contract or compensatory plan or arrangement.
^ Certain portions of this exhibit (indicated by “[***]”) have been omitted in compliance with Regulation S-K Item 601(b)(10)(iv) as the Company determined the omitted information (i) is not material and (ii) is the type that the Company customarily and actually treats as private or confidential.

Item 16. Form 10-K Summary
None.
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ROCKET LAB CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements

Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34 )
F- 2

Consolidated Balance Sheets as of December 31, 2025 and 2024
F- 5

Consolidated Statements of Operations and Comprehensive Loss for the Years ended December 31, 2025, 2024 and 2023
F- 6

Consolidated Statements of Changes in Stockholders’ Equity for the Years ended December 31, 2025, 2024 and 2023
F- 7

Consolidated Statements of Cash Flows for the Years ended December 31, 2025, 2024 and 2023
F- 8

Notes to Consolidated Financial Statements
F- 10

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Rocket Lab Corporation
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 financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
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.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Revenue Recognition – Estimates of revenue and cost at completion for select over-time contracts - Refer to Notes 2 and 3 to the financial statements
As further described in Notes 2 and 3 to the financial statements, the Company recognizes revenue as control is transferred to the customer at an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services. For revenue recognized over-time, the Company uses either an input method, based on costs incurred relative to total estimated costs at completion, to estimate the percentage of completion, or an output method, based upon days of service, depending upon the nature of the performance obligation. For revenues measured utilizing an input method, the costs incurred are determined by assessing the physical and technical progress on the performance obligation applied to the standard costs. The estimation of physical and technical progress requires judgment and is subject to many variables including but not limited to actual progress and costs incurred, labor productivity, changes in cost and availability of materials. We analyzed the Company’s contract portfolio to identify contracts that we believe had elevated financial or performance risk. For those contracts identified, the evaluation of one or more of the assumptions used to recognize revenue required extensive audit effort due to the complexity of the contracts and a high degree of auditor judgment.
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How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the revenue and cost estimates for these contracts identified included the following, among others:
• We tested the effectiveness of controls over the significant assumptions and judgments underlying the estimates of revenues and costs to completion associated with these over-time contracts.
• Based on the risk characteristic identified on an individual contract, we evaluated certain revenue and cost assumptions by:
◦ Reading the underlying contract and any amendments or modifications to understand the contractual requirements and performance obligations.
◦ Assessing the timing of recognition of any incentive fees or liquidated damages based on contract terms relative to the progress made towards completion.
◦ Evaluating management’s ability to achieve the estimates of remaining revenue and costs by performing inquiries with the Company’s program and business management regarding their basis of estimates including performance to schedule, program labor and suppliers, reserves related to the program, actual performance to date compared to plan, and any recent correspondence between the Company and the customer on changes, or expected changes in scope or contractual terms.
◦ Evaluating selected changes to the estimates of costs to completion and obtaining supporting documentation on the appropriateness of the timing and amounts of these changes in estimates.
◦ Testing the accuracy and completeness of the information used in developing estimates, as well as the mathematical accuracy of management’s calculation of revenue recognized during the period for the performance obligations.
Business Acquisitions – GEOST developed technology intangible asset - Refer to Notes 2 and 4 to the financial statements
As further described in Notes 2 and 4 to the financial statements, the Company closed its acquisition of GEOST LLC (“GEOST”) on August 12, 2025. The Company uses the acquisition method of accounting for business combinations and recognizes assets acquired and liabilities assumed measured at their fair values on the date acquired, including developed technology intangible assets of $172,300,000. Determining the fair value of the acquired developed technology intangible assets required management to make significant judgments and estimates including the selection of valuation methodology, estimates of future revenue, costs and cash flows, discount rates and selection of comparable companies. We identified the assumptions related to estimating the amount and timing of expected future revenues to be a critical audit matter given the inherent judgment involved in estimating these amounts. Performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the expected amount and timing of future revenue used to estimate the fair value of the intangible assets acquired included the following, among others:
• We tested the effectiveness of management’s controls over the valuation of intangibles, including management’s controls over the estimates of the amount and timing of expected future revenues.
• We assessed the reasonableness of management’s forecasts of future revenues by performing inquiries of appropriate individuals outside of the accounting organization, comparing the projections to historical results, contractual agreements, and third-party industry forecasts.
• With the assistance of our fair value specialists, we compared applicable industry forecasted long-term revenue growth rates to management’s projected revenues used within the valuation model.
• We evaluated management’s ability to estimate future revenues by comparing actual revenues to estimates assumed in the valuation model.
/s/ Deloitte & Touche LLP
Los Angeles, California
February 26, 2026
We have served as the Company’s auditor since 2018.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Rocket Lab Corporation
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Rocket Lab Corporation and subsidiaries (the “Company”) 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 (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 26, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at GEOST LLC, which was acquired on August 12, 2025, and whose financial statements constitute 14% and 2% of consolidated total assets and total revenues, respectively, as of and for the year ended December 31, 2025. Accordingly, our audit did not include the internal control over financial reporting at GEOST LLC.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Los Angeles, California
February 26, 2026
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ROCKET LAB CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2025 AND 2024
(in thousands, except share and per share values)

December 31,
2025 2024
Assets
Current assets:
Cash and cash equivalents $ 828,660   $ 271,042  
Marketable securities, current 187,917   147,948  
Accounts receivable, net 39,001   36,440  
Contract assets 61,606   63,108  
Inventories 158,407   119,074  
Prepaids and other current assets 89,953   55,009  

Total current assets 1,365,544   692,621  
Non-current assets:
Property, plant and equipment, net 319,473   194,838  
Intangible assets, net 224,746   58,637  
Goodwill 205,750   71,020  
Right-of-use assets - operating leases 90,371   53,664  
Right-of-use assets - finance leases 13,895   14,396  
Marketable securities, non-current 82,247   60,686  
Restricted cash 4,885   4,260  
Deferred income tax assets, net 1,895   3,010  
Other non-current assets 15,672   31,210  
Total assets $ 2,324,478   $ 1,184,342  
Liabilities and Stockholders’ Equity
Current liabilities:
Trade payables $ 72,699   $ 53,059  
Accrued expenses 19,299   19,460  
Employee benefits payable 25,803   20,847  
Contract liabilities 195,438   216,160  
Current installments of long-term borrowings —   12,045  
Other current liabilities 21,237   17,954  
Total current liabilities 334,476   339,525  
Non-current liabilities:
Convertible senior notes, net 152,395   345,392  
Long-term borrowings, net, excluding current installments 1,716   44,049  
Non-current operating lease liabilities 85,191   51,965  
Non-current finance lease liabilities 14,653   14,970  
Deferred tax liabilities 1,241   891  
Other non-current liabilities 12,952   5,097  
Total liabilities 602,624   801,889  
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
5   —  
Common stock, $ 0.0001 par value; authorized shares: 2,500,000,000 ; issued shares: 589,525,802 and 504,453,785 at December 31, 2025 and December 31, 2024, respectively; outstanding shares 543,574,552 and 504,453,785 at December 31, 2025 and December 31, 2024, respectively
54   50  
Treasury stock, at cost; shares: 45,951,250 and 0 at December 31, 2025 and December 31, 2024, respectively
—   —  
Additional paid-in capital 2,735,669   1,198,909  
Accumulated deficit ( 1,011,910 ) ( 813,701 )
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  

The accompanying notes are an integral part of these consolidated financial statements.
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ROCKET LAB CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(in thousands, except share and per share data)

Years Ended December 31,
2025 2024 2023
Revenues:
Product revenues $ 371,617   $ 289,851   $ 156,560  
Service revenues 230,182   146,363   88,032  
Total revenues 601,799   436,214   244,592  
Cost of revenues:
Cost of product revenues 252,848   213,835   115,342  
Cost of service revenues 141,770   106,230   77,841  
Total cost of revenues 394,618   320,065   193,183  
Gross profit 207,181   116,149   51,409  
Operating expenses:
Research and development, net 270,716   174,394   119,054  
Selling, general and administrative 165,303   131,556   110,273  
Total operating expenses 436,019   305,950   229,327  
Operating loss ( 228,838 ) ( 189,801 ) ( 177,918 )
Other income (expense):
Interest expense ( 26,489 ) ( 26,179 ) ( 17,525 )
Interest income 25,512   22,225   13,277  
Loss on foreign exchange ( 463 ) ( 87 ) ( 470 )
Other income, net 4,381   4,431   3,715  
Total other income (expense), net 2,941   390   ( 1,003 )
Loss before income taxes ( 225,897 ) ( 189,411 ) ( 178,921 )
Benefit (provision) for income taxes 27,688   ( 764 ) ( 3,650 )
Net loss $ ( 198,209 ) $ ( 190,175 ) $ ( 182,571 )
Other comprehensive income (loss), net of tax:
Foreign currency translation gain (loss) 624   ( 4,797 ) ( 93 )
Unrealized gain on available-for-sale marketable securities 217   455   494  
Comprehensive loss $ ( 197,368 ) $ ( 194,517 ) $ ( 182,170 )
Net loss per share attributable to Rocket Lab Corporation:
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

The accompanying notes are an integral part of these consolidated financial statements.
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ROCKET LAB CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(in thousands, except share and per share data)

Preferred Stock Common Stock Treasury Stock Additional
Paid-In
Capital Accumulated
Deficit Other
Comprehensive
Income (Loss) Total
Shares Amount Shares Amount Shares Amount
December 31, 2022 — $ —   475,356,517 $ 48   — $ —   $ 1,112,977   $ ( 440,955 ) $ 1,136   $ 673,206  
Net loss — —  — —  — —  —  ( 182,571 ) —  ( 182,571 )
Issuance of common stock under equity plans — —  12,880,415 1   — —  7,422   —  —  7,423  
Stock-based compensation — —  — —  — —  51,403   —  —  51,403  
Issuance of common stock warrants in connection with loan agreement — —  — —  — —  2,595   —  —  2,595  
Issuance of common stock for acquisition — —  686,123 —  — —  2,087   —  —  2,087  
Other comprehensive income — —  — —  — —  —  —  401   401  
December 31, 2023 — —   488,923,055 49   — —   1,176,484   ( 623,526 ) 1,537   554,544  
Net loss — —  — —  — —  —  ( 190,175 ) —  ( 190,175 )
Issuance of common stock under equity plans — —  14,799,420 1   — —  8,836   —  —  8,837  
Stock-based compensation — —  — —  — —  55,919   —  —  55,919  
Issuance of common stock for acquisition — —  190,974 —  — —  838   —  —  838  
Common stock issued upon exercise of common stock warrants — —  540,336 —  — —  —  —  —  — 
Purchase of capped calls — —  — —  — —  ( 43,168 ) —  —  ( 43,168 )
Other comprehensive loss — —  — —  — —  —  —  ( 4,342 ) ( 4,342 )
December 31, 2024 — —   504,453,785 50   — —   1,198,909   ( 813,701 ) ( 2,805 ) 382,453  
Net loss — —  — —  — —  —  ( 198,209 ) —  ( 198,209 )
Issuance of common stock under equity plans — —  12,316,956 2   — —  12,833   —  —  12,835  
Stock-based compensation — —  — —  — —  69,927   —  —  69,927  
Issuance of common stock under ATM Equity Offerings, net of issuance costs — —  30,804,505 3 — — 1,119,326 — — 1,119,329  
Preferred Stock Exchange 50,951,250 5   — ( 5 ) ( 50,951,250 ) —  —  —  —  —  
Preferred Stock conversion ( 5,000,000 ) —  — —  5,000,000 —  —  —  —  — 
Issuance of common stock for acquisition — —  3,057,588 —  — —  137,653   —  —  137,653  
Issuance of common stock upon conversion of convertible senior notes — —  38,892,968 4 — — 197,021 — — 197,025  
Other comprehensive income — —  — —  — —  —  —  841   841  
December 31, 2025 45,951,250 $ 5   589,525,802 $ 54   ( 45,951,250 ) $ —   $ 2,735,669   $ ( 1,011,910 ) $ ( 1,964 ) $ 1,721,854  

The accompanying notes are an integral part of these consolidated financial statements.

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ROCKET LAB CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(in thousands)

Years Ended December 31,
2025 2024 2023
CASH FLOWS FROM OPERATING 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  
Stock-based compensation expense 71,099   56,816   53,461  
Loss (gain) on disposal of assets 2,613   ( 2,828 ) ( 111 )
Loss on extinguishment of long-term debt 5,926   1,330   1,732  
Amortization of debt issuance costs and discount 3,140   3,091   2,904  
Noncash lease expense 8,288   5,951   5,787  
Change in the fair value of contingent consideration ( 10,624 ) ( 218 ) 1,343  
Accretion of marketable securities purchased at a discount ( 2,245 ) ( 2,901 ) ( 4,571 )
Deferred income taxes ( 30,667 ) 599   708  
Changes in operating assets and liabilities:
Accounts receivable, net 667   ( 1,428 ) 1,452  
Contract assets 2,296   ( 50,161 ) ( 3,501 )
Inventories ( 39,885 ) ( 12,398 ) ( 15,562 )
Prepaids and other current assets ( 15,460 ) 7,591   ( 14,586 )
Other non-current assets 15,834   ( 12,922 ) ( 11,470 )
Trade payables 10,220   24,800   15,585  
Accrued expenses ( 1,931 ) 9,086   ( 3,275 )
Employee benefits payable 1,523   5,304   5,484  
Contract liabilities ( 21,606 ) 76,865   30,992  
Other current liabilities 849   3,249   ( 7,563 )
Non-current lease liabilities ( 11,507 ) ( 6,405 ) ( 5,076 )
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:
Purchases of property, equipment and software ( 156,285 ) ( 67,093 ) ( 54,707 )
Proceeds on disposal of assets, net 397   12,542   3,660  
Cash paid for business combinations and asset acquisitions, net of acquired cash ( 132,441 ) —   ( 18,966 )
Purchases of marketable securities ( 275,319 ) ( 162,161 ) ( 207,266 )
Maturities of marketable securities 212,868   116,242   269,204  
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:
Proceeds from ATM Equity Offerings 1,146,057   —   —  
Issuance costs related to ATM Equity Offerings ( 26,514 ) —   —  
Proceeds from the exercise of stock options 2,572   3,507   2,444  
Proceeds from Employee Stock Purchase Plan 11,047   5,683   4,988  
Proceeds from sale of employees restricted stock units to cover taxes 113,346   35,254   15,995  
Minimum tax withholding paid on behalf of employees for restricted stock units ( 113,487 ) ( 35,336 ) ( 15,722 )
Payment of contingent consideration —   —   ( 1,000 )
Finance lease principal payments ( 268 ) ( 329 ) ( 336 )
Purchase of capped calls related to issuance of convertible senior notes —   ( 43,168 ) —  
Proceeds from issuance of convertible senior notes —   355,000   —  
Proceeds from secured term loan 26,716   —   110,000  
Repayments on secured term loans ( 87,920 ) ( 51,724 ) ( 107,573 )
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  
Net increase (decrease) in cash and cash equivalents and restricted cash 558,243   108,868   ( 79,437 )
Cash and cash equivalents, and restricted cash, beginning of period 275,302   166,434   245,871  
Cash and cash equivalents, and restricted cash, end of period $ 833,545   $ 275,302   $ 166,434  

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ROCKET LAB CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(in thousands)

Years Ended December 31,
2025 2024 2023
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest $ 24,548   $ 16,287   $ 15,553  
Cash paid for income taxes 854   269   769  
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Unpaid purchases of property, equipment and software 18,544   8,321   2,796  
Right-of-use assets obtained in exchange for new operating lease liabilities 39,286   2,871   30,396  
Early termination of right-of-use assets —   —   664  
Issuance of common stock for payment of accrued bonus 1,798   1,795   —  
Issuance of common stock warrants in connection with Loan Agreement —   —   2,595  
Issuance of common stock in connection with acquisition, at fair value 137,653   838   2,087  
Contingent consideration assumed at acquisition 18,258   —   —  
Accrued issuance costs in connection with Loan Agreement —   —   641  
Accrued issuance costs in connection with ATM Equity Offerings 214   —   —  
Convertible senior notes, net and accrued interest settled by issuance of common stock 197,025   —   —  
Payable to seller in connection with business combination 578   —   —  

The accompanying notes are an integral part of these consolidated financial statements.
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ROCKET LAB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)

1. DESCRIPTION OF THE BUSINESS
Rocket Lab Corporation (“Rocket Lab” and, together with its consolidated subsidiaries, the “Company,” “we,” “us” or “our”) is an end-to-end space company with an established track record of mission success headquartered in Long Beach, California and is the parent company for several wholly owned operating subsidiaries located in the United States, New Zealand, Canada and Australia. We deliver reliable launch services, spacecraft design services, spacecraft components, spacecraft manufacturing and other spacecraft and on-orbit management solutions that make it faster, easier and more affordable to access space. We operate one of the only private orbital launch ranges in the world, located in Mahia, New Zealand, enabling a unique degree of operational flexibility and control of customer launch manifests and mission assurance. While our business has historically been centered on the manufacture of small-class launch vehicles and related sale of launch services, we are currently innovating in the areas of medium-class launch vehicle and launch services, space systems design and manufacturing, on-orbit management solutions, and space data applications.
Merger and Consummation of Holding Company Reorganization
On May 8, 2025, Rocket Lab USA, Inc., a Delaware corporation (“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.

2. SIGNIFICANT ACCOUNTING POLICIES
Principals of Consolidation and Basis of Presentation
The consolidated financial statements are presented in conformity with accounting standards generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of Rocket Lab Corporation and its wholly owned subsidiaries after elimination of intercompany accounts and transactions. Certain amounts in the Company’s prior period consolidated financial statements have been reclassified to conform to the current period presentation.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.
On an ongoing basis, our management evaluates estimates and assumptions including those related to revenue recognition, contract costs, loss reserves, valuation of warrants and stock-based compensation and deferred tax valuation allowances, goodwill, intangible assets and contingent consideration. We based our estimates on historical data and experience, as well as various other factors that our management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities. Actual results could differ from these estimates and assumptions.
Operating Cycle
For classification of certain current assets and liabilities, we use the duration of the related contract or program as our operating cycle, which is generally longer than one year.
Cash and Cash Equivalents
The Company considers cash and cash equivalents to be only those investments which are highly liquid, readily convertible to cash and which have a maturity date within ninety days from the date of purchase. The carrying amounts for the Company’s cash equivalents approximate fair value due to their short maturities. Cash equivalents are recorded at fair value and consist primarily of money market funds and certificates of deposit.
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ROCKET LAB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data)

Restricted Cash
The Company considers restricted cash to include any cash that is legally restricted as to withdrawal or usage. The Company had $ 4,885 and $ 4,260 as of December 31, 2025 and 2024, respectively. The balance relates to collateral for letters of credit and money market accounts and is presented in restricted cash in the consolidated balance sheets.
Marketable Securities
Marketable securities consist of investments in corporate debt securities, U.S. Treasury securities, mortgage- and asset-backed securities, commercial paper, certificates of deposit and Yankee bonds mortgage- and asset-backed securities. The Company’s investment policy requires the selection of high-quality issuers. The Company's marketable securities are classified as available-for-sale and are carried at fair value. The Company classifies all available-for-sale marketable securities with maturities greater than one year from the balance sheet date as non-current assets. Interest receivable on marketable securities is presented in prepaids and other current assets on the consolidated balance sheets.
Any unrealized holding gains or losses on debt securities, including their tax effect, are reported as components of other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss. Realized gains and losses are included in other income, net in the consolidated statements of operations and comprehensive loss, are determined using the specific identification method for determining the cost of securities sold. Interest and dividend income is recorded when earned and included in interest expense, net on the consolidated statements of operations and comprehensive loss. Premiums and discounts on marketable securities are amortized and accreted, respectively, to earliest call date and maturity, respectively, and included in other income, net on the consolidated statements of operations and comprehensive loss.
At each balance sheet date, the Company assesses available-for-sale marketable securities in an unrealized loss position to determine whether it intends to sell or if it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the available-for-sale security with a fair value below amortized cost is written down to fair value through current period earnings. The Company also reviews its available-for-sale securities in an unrealized loss position to determine whether the unrealized loss is the result of a change in creditworthiness or other factors. If declines in the value of available for-sale securities are determined to be credit-related, a loss is recorded in earnings in the current period.
Accounts Receivable, Net
Accounts receivables represent amounts billed and currently due from customers. The amounts are stated at their net estimated realizable value. The Company monitors collections and payments from its customers and maintains an allowance for doubtful accounts, which is based upon applying an expected credit loss rate to receivables based on the historical loss rate from similar high-risk customers adjusted for current conditions, including any specific customer collection issues identified, and forecasts of economic conditions. Delinquent account balances are written off after management has determined that the likelihood of collection is remote. The allowance for credit losses as of December 31, 2025 and 2024, and the activity in this account, including the current-period provision for expected credit losses for the years ended December 31, 2025, 2024 and 2023, were not material.
Inventories
Inventories consist of components and subassemblies, spare parts and consumable goods. Inventories are recorded at actual acquisition costs and adjusted to the lower of cost or estimated net realizable value. Costs include direct material, direct labor, applicable manufacturing and engineering overhead, and other direct costs.
Prepaids and Other Current Assets
Prepaids and other current assets include goods and services tax, prepaid expenses, deposits, government grant receivables and miscellaneous receivables.
Customer Financing
The Company records customer financing receivables net of any unamortized discounts and deferred incremental direct costs. Interest income and amortization of any discounts are recorded ratably over the related term of the note to interest income in the consolidated statements of operations and comprehensive loss.
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ROCKET LAB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data)

Interest income recognition is generally suspended for customer financing receivables that are uncollectible. The Company measures and records expected credit losses related to its customer financing in accordance with the current expected credit losses (“CECL”) standard. The CECL standard requires an entity to consider historical loss experience, current conditions, and a reasonable and supportable forecast of the economic environment.
Assets Held For Sale
The Company generally considers assets to be held for sale when the following criteria are met: (i) management commits to a plan to sell the property, (ii) the property is available for sale immediately, (iii) the property is actively being marketed for sale at a price that is reasonable in relation to its current fair value, (iv) the sale of the property within one year is considered probable and (v) significant changes to the plan to sell are not expected. Property classified as held for sale is no longer depreciated and is reported at the lower of its carrying value or its estimated fair value less estimated costs to sell.
Property, Plant and Equipment, Net
Property, plant and equipment, net are stated at cost, less accumulated depreciation. The Company has calculated depreciation on a straight-line method. The Company will depreciate over the useful lives as follows:

Asset Category Estimated Useful Lives
Buildings and improvements 15 to 30 years

Machinery, equipment, vehicles and office furniture 2 to 12 years

Computer equipment, hardware and software 3 to 5 years

Launch site assets 3 to 15 years

Leasehold improvements Shorter of remaining lease term or estimated useful life

Launch site assets include buildings, machinery and equipment at launch sites.
Repair and maintenance costs are expensed as incurred. Assets disposed of or retired are removed from cost and accumulated depreciation accounts and any resulting gain or loss is reflected in the Company’s consolidated statements of operations and comprehensive loss.
Business Combination
The results of businesses acquired in a business combination are included in our consolidated financial statements from the date of the acquisition. The Company uses the acquisition method of accounting for business combinations and recognizes assets acquired and liabilities assumed measured at their fair values on the date acquired. Goodwill is measured as of the acquisition date as the excess of consideration transferred over the net acquisition date fair value of the assets acquired and the liabilities assumed.
The Company performs valuations of assets acquired and liabilities assumed and allocates the purchase price to its respective assets and liabilities. Determining the fair value of assets acquired, liabilities assumed and contingent consideration requires us to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination.
Intangible Assets, Net
Intangible assets consist of purchased intangible assets including developed technology, in-process research and development, customer relationships, backlog, trademarks and tradenames, non-compete agreements, capitalized software and capitalized intellectual property and are amortized over their useful lives ranging from one to twenty years using the straight-line method of amortization. The Company evaluates the recoverability of intangible assets periodically by considering events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired.
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ROCKET LAB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data)

Impairment of Long-Lived Assets
Long-lived assets consist of property, plant and equipment and intangible assets with estimable useful lives subject to depreciation and amortization. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of an asset or asset group to be held and used is measured by a comparison of the carrying amount of an asset or asset group to the estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of the asset or asset group exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group. There was no impairment of long-lived assets during the years ended December 31, 2025, 2024 and 2023.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combination. We test goodwill for impairment at least annually during the fourth fiscal quarter, or more frequently if indicators of impairment exist during the fiscal year. Events or circumstances which could trigger an impairment review include a significant adverse change in legal factors or in the business climate, loss of key customers, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business, significant negative industry or economic trends or significant underperformance relative to expected historical or projected future results of operations.
When testing goodwill for impairment, the Company first performs a qualitative assessment. If the Company determines it is more likely than not that a reporting unit’s fair value is less than its carrying amount, then a one-step impairment test is required. If the Company determines it is not more likely than not a reporting unit’s fair value is less than its carrying amount, then no further analysis is necessary. To identify whether a potential impairment exists, the Company compares the estimated fair value of the reporting unit with its carrying amount, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If, however, the fair value of the reporting unit is less than its carrying amount, then such balance would be recorded as an impairment loss.
Any impairment loss is limited to the carrying amount of goodwill allocated to the reporting unit. There was no impairment of goodwill during the years ended December 31, 2025, 2024 and 2023.
Fair Value of Financial Instruments
We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We estimate fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which is categorized in one of the following levels:
• Level 1 —Quoted prices in active markets for identical assets or liabilities.
• Level 2 —Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
• Level 3 —Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The inputs to the determination of fair value are based upon the best information in the circumstances and may require significant management judgment or estimation.
The Company considers the carrying values of cash, restricted cash, accounts receivable, accounts payable, and accrued expenses to approximate fair value for these financial instruments due to the short maturities of these instruments.
Assets and Liabilities Recorded at Fair Value on a Non-Recurring Basis
Certain assets and liabilities, including goodwill and intangible assets, are subject to measurement at fair value on a non-recurring basis upon initial acquisition in a business combination or if they are deemed to be impaired as a result of an impairment review.
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ROCKET LAB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data)