Rocket Lab Corp 10-K

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, 2024. 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”). Based on that assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2024. 54 Table of Contents 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, 2024 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. Item 9B. Other Information Rule 10b5-1 Trading Plans During the three months ended December 31, 2024, certain executive officers and directors of the Company (each, a “Plan Participant”) entered into Rule 10b5-1 trading plan (a “Rule 10b5-1 Trading Plan ”) to sell shares of the Company’s common stock, in each case, subject to any applicable volume limitations. The table below provides certain information regarding each Plan Participant’s Rule 10b5-1 Trading Plan. Name Title Plan Date Earliest Selling Start Date Maximum Shares That May Be Sold Under the Plan Plan Expiration Date Adam Spice Chief Financial Officer December 12, 2024 March 13, 2025 2,377,078 (1) March 31, 2026 Frank Klein Chief Operations Officer December 13, 2024 March 14, 2025 39,000 (2) December 31, 2025 Arjun Kampani Senior Vice President, General Counsel and Secretary December 12, 2024 March 13, 2025 92,844 (2) December 31, 2025 (1) Represents shares issuable to Mr. Spice upon the exercise of approximately 46% of the vested stock options held by Mr. Spice as of the date of the Rule 10b5-1 Trading Plan, all of which are scheduled to expire in August 2028. The maximum number of shares that may be sold under the Rule 10b5-1 Trading Plan is tiered such that the number of shares that may be sold in any one month period is subject to certain escalating minimum price thresholds whereby a maximum of 198,089 shares may be sold in any one month subject to a certain price threshold, 396,178 shares may be sold in any one month subject to a higher minimum price threshold, and all 2,377,078 shares may be sold if an even higher minimum price threshold is eclipsed, as further specified in the Rule 10b5-1 Trading Plan. (2) The aggregate number of RSU Shares that will be available for sale under the Rule 10b5-1 Trading Plan is not yet determinable because the shares available will be net of shares sold to satisfy tax withholding obligations that arise in connection with the vesting and settlement of such RSU awards. Additionally, certain provisions within the Rule 10b5-1 Trading Plan specify a certain percentage of the net shares that can be sold at the vesting date of the underlying equity award. As such, for purposes of this disclosure, the shares included in this table reflect the aggregate maximum number of gross shares underlying the equity awards subject to the Rule 10b5-1 Trading Plan, adjusted to represent the maximum percentage specified in the plan for each vesting date of such award, but without excluding the shares that will be sold to satisfy the tax withholding obligations. A Rule 10b5-1 Trading Plan is a written document that pre-establishes the amounts, prices and dates (or formulas for determining the amounts, prices and dates) of future purchases or sales of the Company’s common stock, including, if applicable, shares issued upon exercise of stock options or vesting of restricted stock units. Each Plan Participant’s Rule 10b5-1 Trading Plan was adopted during an authorized trading period and when such Plan Participant was not in possession of material non-public information and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 55 Table of Contents PART III We expect to file a definitive Proxy Statement for our 2025 Annual Meeting of Stockholders (the “2025 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 2025 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.rocketlabusa.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 2025 Proxy Statement. Item 11. Executive Compensation The information required by this Item is incorporated by reference from our 2025 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 2025 Proxy Statement. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item is incorporated by reference from our 2025 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 2025 Proxy Statement. For the limited purpose of providing the information necessary to comply with this Item 14, the 2025 Proxy Statement is incorporated herein by this reference. 56 Table of Contents 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 Certificate of Incorporation of Rocket Lab USA, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by Rocket Lab USA, Inc. on August 30, 2021). 3.2 Bylaws of Rocket Lab USA, Inc. (incorporated by reference to Exhibit 3.2 to the Form 8-K filed by Rocket Lab USA, Inc. on August 30, 2021). 3.3 Certificate of Designations of Series A Convertible Participating Preferred Stock of the Registrant (incorporated by reference to Exhibit 3.1 to Rocket Lab USA, Inc.’s Current Report on Form 8-K filed on January 10, 2025). 4.1* Description of Securities. 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 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). 57 Table of Contents 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 Asset Purchase Agreement, dated May 23, 2023, by and among Virgin Orbit Holdings, Inc. (the “Seller”), each of the affiliates of the Seller listed on Schedule I thereto, and Rocket Lab USA, Inc., as the buyer (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on May 25, 2023). 58 Table of Contents 10.23 Master Equipment Financing Agreement, dated December 29, 2023, by and between Rocket Lab USA, Inc. and certain of its subsidiaries and Trinity Capital, Inc. (incorporated by reference to Exhibit 10.29 of the Company’s Form 10-K filed on February 28, 2024). 10.24 Form of Capped Call Confirmation (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on February 7, 2024). 10.25 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). 10.26 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). 10.27 Exchange Agreement, dated December 3, 2024, between the Company 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). 10.28* First Amendment to Master Equipment Financing Agreement, dated October 17, 2024, by and between Rocket Lab USA, Inc. and certain of its subsidiaries and Trinity Capital, Inc. 10.29* Second Amendment to Master Equipment Financing Agreement, dated November 21, 2024, by and between Rocket Lab USA, Inc. and certain of its subsidiaries and Trinity Capital, Inc. 19* Rocket Lab USA, Inc. 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 Compensation Recovery Policy (incorporated by reference to Exhibit 97 of the Company’s Form 10-K filed on February 28, 2024). 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. 59 Table of Contents + 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. Item 16. Form 10-K Summary None. 60 Table of Contents ROCKET LAB USA., INC. 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, 2024 and 2023 F- 5 Consolidated Statements of Operations for the Years ended December 31, 2024, 2023 and 2022 F- 6 Consolidated Statements of Changes in Stockholders’ Equity for the Years ended December 31, 2024, 2023 and 2022 F- 7 Consolidated Statements of Cash Flows for the Years ended December 31, 2024, 2023 and 2022 F- 8 Notes to Consolidated Financial Statements F- 10 F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Rocket Lab USA, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Rocket Lab USA, Inc. and subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive loss, consolidated statements of changes in stockholders’ equity, and consolidated statements of cash flows, for each of the three years in the period ended December 31, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, 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, 2024, 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 27, 2025, 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 – Contracts with products and services – Refer to Note 2 to the Financial Statements The Company has $436 million of total revenue for the year ended December 31, 2024, of which a portion is generated from contracts that include various combinations of products and services. These contracts may contain multiple performance obligations whereby the transaction price is allocated based on the standalone selling price of each performance obligation. Revenue is recognized when or as control transfers to the customer, either over time or at a point in time. Revenue recognition for these contracts requires management judgment to determine whether products and services qualify as separate performance obligations and whether control transfer to a customer over time. We identified the application of revenue recognition guidance to revenue contracts with various products and services as a critical audit matter because of the judgment management uses to determine performance obligations and whether control transfers over time. This requires high degree of auditor judgment and an increased extent of effort by more experienced auditors when performing audit procedures to evaluate the reasonableness of management’s identified performance obligations and whether control transfers overtime. F-2 Table of Contents How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to identification of performance obligations and whether revenue is recognized overtime included the following, among others: • We tested the effectiveness of controls over revenue recognition, including management’s controls over the identification of performance obligations and whether control transfers overtime. • We assessed the reasonableness of management’s conclusions by examining contracts on a test basis and determining whether: ◦ products and services are capable of being distinct and are distinct within the context of the contract ◦ control of performance obligations are transferred over time /s/ Deloitte & Touche LLP Los Angeles, California February 27, 2025 We have served as the Company’s auditor since 2018. F-3 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Rocket Lab USA, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Rocket Lab USA, Inc. and subsidiaries (the “Company”) as of December 31, 2024, 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, 2024, 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, 2024, of the Company and our report dated February 27, 2025, 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. 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 27, 2025 F-4 Table of Contents ROCKET LAB USA, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2024 AND 2023 (in thousands, except share and per share values) December 31, 2024 2023 Assets Current assets: Cash and cash equivalents $ 271,042 $ 162,518 Marketable securities, current 147,948 82,255 Accounts receivable, net 36,440 35,176 Contract assets 63,108 12,951 Inventories 119,074 107,857 Prepaids and other current assets 55,009 66,949 Assets held for sale — 9,016 Total current assets 692,621 476,722 Non-current assets: Property, plant and equipment, net 194,838 145,409 Intangible assets, net 58,637 68,094 Goodwill 71,020 71,020 Right-of-use assets - operating leases 53,664 59,401 Right-of-use assets - finance leases 14,396 14,987 Marketable securities, non-current 60,686 79,247 Restricted cash 4,260 3,916 Deferred income tax assets, net 3,010 3,501 Other non-current assets 31,210 18,914 Total assets $ 1,184,342 $ 941,211 Liabilities and Stockholders’ Equity Current liabilities: Trade payables $ 53,059 $ 29,303 Accrued expenses 19,460 5,590 Employee benefits payable 20,847 16,342 Contract liabilities 216,160 139,338 Current installments of long-term borrowings 12,045 17,764 Other current liabilities 17,954 15,036 Total current liabilities 339,525 223,373 Non-current liabilities: Convertible senior notes, net 345,392 — Long-term borrowings, excluding current installments 44,049 87,587 Non-current operating lease liabilities 51,965 56,099 Non-current finance lease liabilities 14,970 15,238 Deferred tax liabilities 891 426 Other non-current liabilities 5,097 3,944 Total liabilities 801,889 386,667 COMMITMENTS AND CONTINGENCIES (Note 17) Stockholders’ equity: Preferred stock, $ 0.0001 par value; authorized shares: 100,000,000 ; no shares issued and outstanding at December 31, 2024 and December 31, 2023 — — Common stock, $ 0.0001 par value; authorized shares: 2,500,000,000 ; issued and outstanding shares: 504,453,785 and 488,923,055 at December 31, 2024 and December 31, 2023, respectively 50 49 Additional paid-in capital 1,198,909 1,176,484 Accumulated deficit ( 813,701 ) ( 623,526 ) Accumulated other comprehensive (loss) income ( 2,805 ) 1,537 Total stockholders’ equity 382,453 554,544 Total liabilities and stockholders’ equity $ 1,184,342 $ 941,211 The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents ROCKET LAB USA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022 (in thousands, except share and per share data) Years Ended December 31, 2024 2023 2022 Revenues: Product revenues $ 289,851 $ 156,560 $ 133,103 Service revenues 146,363 88,032 77,893 Total revenues 436,214 244,592 210,996 Cost of revenues: Cost of product revenues 213,835 115,342 104,994 Cost of service revenues 106,230 77,841 87,012 Total cost of revenues 320,065 193,183 192,006 Gross profit 116,149 51,409 18,990 Operating expenses: Research and development, net 174,394 119,054 65,168 Selling, general and administrative 131,556 110,273 89,026 Total operating expenses 305,950 229,327 154,194 Operating loss ( 189,801 ) ( 177,918 ) ( 135,204 ) Other income (expense): Interest expense, net ( 3,954 ) ( 4,248 ) ( 7,799 ) Loss on foreign exchange ( 87 ) ( 470 ) ( 4,435 ) Change in fair value of liability classified warrants — — 13,482 Other income, net 4,431 3,715 1,010 Total other income (expense), net 390 ( 1,003 ) 2,258 Loss before income taxes ( 189,411 ) ( 178,921 ) ( 132,946 ) Provision for income taxes ( 764 ) ( 3,650 ) ( 2,998 ) Net loss $ ( 190,175 ) $ ( 182,571 ) $ ( 135,944 ) Other comprehensive income (loss), net of tax: Foreign currency translation (loss) gain ( 4,797 ) ( 93 ) 600 Unrealized gain (loss) on available-for-sale marketable securities 455 494 ( 772 ) Comprehensive loss $ ( 194,517 ) $ ( 182,170 ) $ ( 136,116 ) Net loss per share attributable to Rocket Lab USA, Inc.: Basic and diluted $ ( 0.38 ) $ ( 0.38 ) $ ( 0.29 ) Weighted-average common shares outstanding: Basic and diluted 495,929,861 481,768,060 466,214,095 The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents ROCKET LAB USA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022 (in thousands, except share and per share data) Common Stock Additional Paid-In Capital Accumulated Deficit Other Comprehensive Income (Loss) Total Shares Amount December 31, 2021 450,180,479 $ 45 $ 1,002,106 $ ( 305,011 ) $ 1,308 $ 698,448 Net loss — — — ( 135,944 ) — ( 135,944 ) Issuance of common stock under equity plans 18,210,116 3 7,624 — — 7,627 Stock-based compensation — — 58,403 — — 58,403 Common stock issued upon exercise of Public and Private Warrants 4,554,830 — 44,844 — — 44,844 Issuance of common stock for acquisitions 2,411,092 — — — — — Other comprehensive loss — — — — ( 172 ) ( 172 ) 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 The accompanying notes are an integral part of these consolidated financial statements. F-7 Table of Contents ROCKET LAB USA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022 (in thousands) Years Ended December 31, 2024 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 190,175 ) $ ( 182,571 ) $ ( 135,944 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 33,655 29,744 29,947 Stock-based compensation expense 56,816 53,461 55,649 (Gain) loss on disposal of assets ( 2,828 ) ( 111 ) 923 Loss on extinguishment of long-term debt 1,330 1,732 — Amortization of debt issuance costs and discount 3,091 2,904 2,827 Noncash lease expense 5,951 5,787 3,199 Noncash income associated with liability-classified warrants — — ( 13,482 ) Change in the fair value of contingent consideration ( 218 ) 1,343 — Accretion of marketable securities purchased at a discount ( 2,901 ) ( 4,571 ) ( 1,395 ) Deferred income taxes 599 708 ( 576 ) Changes in operating assets and liabilities: Accounts receivable, net ( 1,428 ) 1,452 ( 9,430 ) Contract assets ( 50,161 ) ( 3,501 ) ( 7,545 ) Inventories ( 12,398 ) ( 15,562 ) ( 25,964 ) Prepaids and other current assets 7,591 ( 14,586 ) ( 15,059 ) Other non-current assets ( 12,922 ) ( 11,470 ) ( 7,072 ) Trade payables 24,800 15,585 ( 2,129 ) Accrued expenses 9,086 ( 3,275 ) ( 3,518 ) Employee benefits payable 5,304 5,484 2,108 Contract liabilities 76,865 30,992 22,661 Other current liabilities 3,249 ( 7,563 ) 1,280 Non-current lease liabilities ( 6,405 ) ( 5,076 ) ( 3,686 ) Other non-current liabilities 2,209 227 668 Net cash used in operating activities ( 48,890 ) ( 98,867 ) ( 106,538 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, equipment and software ( 67,093 ) ( 54,707 ) ( 42,412 ) Proceeds on disposal of assets, net 12,542 3,660 — Cash paid for business combinations and asset acquisitions, net of acquired cash and restricted cash — ( 18,966 ) ( 65,824 ) Purchases of marketable securities ( 162,161 ) ( 207,266 ) ( 259,567 ) Maturities of marketable securities 116,242 269,204 21,724 Sale of marketable securities 2,143 20,093 — Net cash (used in) provided by investing activities ( 98,327 ) 12,018 ( 346,079 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from the exercise of stock options and public warrants 3,507 2,444 3,874 Proceeds from Employee Stock Purchase Plan 5,683 4,988 4,380 Proceeds from sale of employees restricted stock units to cover taxes 35,254 15,995 31,166 Minimum tax withholding paid on behalf of employees for restricted stock units ( 35,336 ) ( 15,722 ) ( 31,164 ) Tax payment for net settled option shares — — ( 444 ) Payment of contingent consideration — ( 1,000 ) ( 5,500 ) Finance lease principal payments ( 329 ) ( 336 ) ( 271 ) 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 — 110,000 — Repayments on secured term loans ( 51,724 ) ( 107,573 ) — Payment of debt issuance costs ( 12,205 ) ( 1,427 ) — Net cash provided by financing activities 256,682 7,369 2,041 Effect of exchange rate changes on cash and cash equivalents ( 597 ) 43 4,372 Net increase (decrease) in cash and cash equivalents and restricted cash 108,868 ( 79,437 ) ( 446,204 ) Cash and cash equivalents, and restricted cash, beginning of period 166,434 245,871 692,075 Cash and cash equivalents, and restricted cash, end of period $ 275,302 $ 166,434 $ 245,871 F-8 Table of Contents ROCKET LAB USA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022 (in thousands) Years Ended December 31, 2024 2023 2022 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest $ 16,287 $ 15,553 $ 10,749 Cash paid for income taxes 269 769 2,666 SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES: Unpaid purchases of property, equipment and software 8,321 2,796 1,865 Right-of-use assets obtained in exchange for new operating lease liabilities 2,871 30,396 9,140 Early termination of right-of-use assets — 664 — Net exercise of public and private warrants into common stock — — 44,739 Issuance of common stock for payment of accrued bonus 1,795 — 1,441 Issuance of common stock warrants in connection with Loan Agreement — 2,595 — Issuance of common stock in connection with acquisition, at fair value 838 2,087 — Accrued issuance costs in connection with Loan Agreement — 641 — The accompanying notes are an integral part of these consolidated financial statements. F-9 Table of Contents ROCKET LAB USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share data) 1. DESCRIPTION OF THE BUSINESS Rocket Lab USA, Inc. (“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 development of small-class launch vehicles and related sale of launch services, we are currently innovating in the areas of medium-class launch vehicles and launch services, space systems design and manufacturing, on-orbit management solutions, and space data applications. On August 25, 2021, the predecessor Rocket Lab USA, Inc. consummated the merger with Vector Acquisition Corporation (the “Business Combination”). In connection with the closing of the Business Combination, the Company changed its name from Vector Acquisition Corporation to Rocket Lab USA, Inc. The “Post Combination Company” following the Business Combination is Rocket Lab USA, Inc. 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 USA, Inc. 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. 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. Restricted Cash The Company considers restricted cash to include any cash that is legally restricted as to withdrawal or usage. The Company had $ 4,260 and $ 3,916 as of December 31, 2024 and 2023, 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. F-10 Table of Contents ROCKET LAB USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (In thousands, except share and per share data) Marketable Securities Marketable securities consist of investments in commercial paper, corporate debt securities, bank certificates of deposit, U.S. Treasury bills and notes 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, 2024 and 2023, and the activity in this account, including the current-period provision for expected credit losses for the years ended December 31, 2024, 2023 and 2022, 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. 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. F-11 Table of Contents ROCKET LAB USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (In thousands, except share and per share data) 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 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. 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. F-12 Table of Contents ROCKET LAB USA, INC. 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, 2024, 2023 and 2022. 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, 2024, 2023 and 2022. 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. F-13 Table of Contents ROCKET LAB USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (In thousands, except share and per share data) Revenue Recognition The Company generates revenue from launch services and space systems. Launch services may be provided as a mission dedicated to a single customer or as a rideshare arrangement with multiple spacecraft from multiple customers. Space systems revenue is comprised of space engineering, program management, spacecraft components, spacecraft manufacturing, space software and mission operations. Revenue is recognized when control of the promised product or service is transferred to our customers at an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services. The Company’s revenue contracts are generally fixed-price contracts or time and materials contracts depending upon the nature of the contract. In fixed-price contracts, to the extent actual costs vary from the cost upon which the price was negotiated, the Company will generate variable levels of profit or could incur a loss. The Company enters into contracts that can include various combinations of products and services, including contracts that contain both launch services and space systems products and services. In general, each launch and space system product or service is capable of being distinct and accounted for as separate performance obligations. Where contracts contain a single performance obligation, the entirety of the transaction price is allocated to this one performance obligation. For contracts with multiple performance obligations, the transaction price is allocated to each performance obligation based on the estimated standalone selling price of the product or service underlying each performance obligation. The standalone selling price represents the amount the Company would sell the product or service to a customer on a standalone basis. The transaction price represents the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised services to its 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. The Company estimates 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. The Company recognizes revenue when or as control is transferred to the customer, either over-time or at a point-in-time. Generally, launch services revenue is recognized at a point-in-time when control transfers upon intentional ignition of the launch or where successful delivery milestones are applicable, such as upon delivery of the spacecraft to the specified orbit. Revenue for space systems is recognized at a point-in-time or over-time depending upon the nature of the contract with customer. For contracts to provide space engineering, program management and mission operations, the Company recognizes revenues over-time as the customer simultaneously receives and consumes the benefits as the Company performs. Similarly, spacecraft manufacturing is recognized over-time when it is determined that there is no alternative use for the spacecraft, due to contractual or practical limitations, and where the Company has an enforceable right to payment for the services performed to date including a reasonable profit. Contracts to provide components for spacecraft that do not qualify for over-time recognition are recognized at a point-in-time when control is transferred. 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. 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. Contracts for space software provide the customer with a right to use the software as it exists when made available to the customer. Customers may purchase perpetual entity-wide licenses or mission-based licenses, which provide customers with the same functionality and differ primarily in the number of spacecraft into which the software may be integrated. Revenue from space software is recognized upfront at the point-in-time when the software is made available to the customer. Revenue from software maintenance is recognized ratably over the maintenance period. F-14 Table of Contents ROCKET LAB USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (In thousands, except share and per share data) Due to their nature, time and materials contracts contain variable consideration; however, in general, the Company’s performance obligations under time and materials contracts qualify for the “right to invoice” practical expedient. Under this practical expedient, the Company recognizes revenue, over time, in the amount to which the Company has a right to invoice. In addition, the Company is not required to estimate such variable consideration upon inception of the contract and reassess the estimate each reporting period. The Company determined that this method best represents the transfer of services as, upon billing, the Company has a right to consideration from a customer in an amount that directly corresponds with the value to the customer of the Company’s performance completed to date. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Timing may differ between the satisfaction of performance obligations and the invoicing and collection of amounts related to our contracts with customers. Contract assets include unbilled amounts under contracts when revenue recognized exceeds the amount billed to the customer. Contract assets are transferred to accounts receivable when the right to invoice becomes unconditional and the invoice is issued. Contract assets are classified as current assets consistent with our operating cycle. These contract assets are not considered a significant financing component of the Company’s contracts as the payment terms are intended to protect the customer in the event the Company does not perform on its obligations under the contract. Contract liabilities primarily consists of customer billings in advance of revenues being recognized. Contract liabilities are not a significant financing component as they are generally utilized to pay for contract costs within a one-year period or are used to ensure the customer meets contractual requirements. 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. Cost of Revenues Cost of revenues, for both products and services, 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. Research and Development, net Research and development, net consists of labor, prototype, professional services, materials, facilities and depreciation expense related to the development of our Neutron launch vehicle, space system platforms and components. These costs are based on a cost model for research and development relating to internal product development programs not associated with customer contractual arrangements. These costs are presented net of government grants on the consolidated statements of operations and comprehensive loss. Selling, General and Administrative Selling, general and administrative expenses consist of indirect costs, including management and executive compensation, corporate costs related to finance, accounting, human resources, information technology, legal, administrative, safety, professional services, rent, advertising costs and other general expenses. Government Assistance The Company receives government assistance from various domestic and foreign governments in the form of cash grants or refundable tax credits. These arrangements incentivize us to continue growing our capital investments and research and development activities. Government incentives generally contain conditions that must be met in order for the assistance to be earned. We recognize the incentives when there is reasonable assurance that we will comply with all conditions specified in the incentive arrangement and the incentive will be received. The Company records incentives related to operating activities as a reduction to expense in the same line item on the consolidated statements of operations and comprehensive loss as the expenditure for which the grant is intended to compensate. The Company records capital expenditure related incentives as an offset to the associated property, plant and equipment, net within our consolidated balance sheets and recognize a reduction to depreciation expense over the useful life of the corresponding acquired asset. F-15 Table of Contents ROCKET LAB USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (In thousands, except share and per share data) The Company has applied for tax credits related to a research and development tax incentive program with the New Zealand government effective from January 1, 2021. This tax incentive will reimburse up to 15 % of the Company’s qualifying research and development costs incurred. The Company has various research government assistance awards which includes the Air Force Research Laboratory and the U.S. Space Force’s Space Systems Command. The Company applied for the employee retention credit under the CARES Act during the year ended December 31, 2023. On November 22, 2024, the Company entered into a direct funding agreement with the U.S. Department of Commerce to receive direct funding for the procurement, installation and qualification of new manufacturing equipment and will also receive funding by claiming the refundable Advanced Manufacturing Investment Credit under the United States CHIPS and Science Act of 2022. The Company recorded $ 2,130 of government assistance as a reduction of cost of revenues during the year ended December 31, 2023.The Company recorded $ 12,983 , $ 27,385 and $ 15,049 of government assistance as a reduction of research and development, net during the years ended December 31, 2024, 2023 and 2022, respectively. The Company recorded $ 250 and $ 1,080 of government assistance as a reduction of selling, general and administrative during the years ended December 31, 2024 and 2023, respectively. During the year ended December 31, 2024, the Company recorded capital expenditure incentive of $ 2,186 as an offset to property, plant and equipment, net . As of December 31, 2024 and 2023, prepaids and other current assets includes government assistance receivables of $ 7,783 and $ 9,940 , respectively. As of December 31, 2024 and 2023, other non-current assets includes government assistance receivables of $ 5,863 and $ 4,739 , respectively. Stock-Based Compensation The Company’s stock compensation plan is classified as an equity plan which permits stock awards in the form of employee stock options and restricted stock awards. For awards that vest solely based on continued service, the fair value of an award is recognized as an expense over the requisite service period on a straight-line basis. The fair value of stock options under the Company’s 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 is based on the market price of our common stock underlying the awards on the grant date. • Expected volatility . The Company’s shares have actively traded for a short period of time subsequent to the Business Combination, the volatility is based on the weighted average historical volatilities of the Company and a pool of public companies that are comparable to the Company. Expected volatility represents the estimated volatility of the shares over the expected life of the options. • Expected term . The Company determines 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 . The Company uses an expected dividend yield of zero since no dividends are expected to be paid. The fair value of restricted stock units granted under the Company’s employee equity incentive plans are estimated as of the grant date in an amount equal to the estimated fair value per share of the Company’s common stock. Forfeitures are recognized as incurred. Unless otherwise approved, options must be exercised while the individual is an employee or within 90-days of termination when applicable. The expiration date of newly issued options is ten years after grant date unless earlier terminated as provided for in the Rocket Lab 2021 Stock Option and Incentive Plan. 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. F-16 Table of Contents ROCKET LAB USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (In thousands, except share and per share data) Income Taxes The Company uses 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. The Company utilizes 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. The Company makes 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 the Company’s estimates, assumptions and judgments thereby impacting its consolidated financial position and results of operations. Segment Information Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in two reportable segments: launch services and space systems. Foreign Currencies The functional currency of certain of the Company’s wholly owned subsidiaries is the currency of the primary economic environment in which they operate. Assets and liabilities denominated in currencies other than the functional currency are remeasured at the exchange rate in effect on the balance sheet date, with exchange differences or remeasurement included in other income, net on the consolidated statement of operations and comprehensive loss. Revenue and expenses are translated at average rates of exchange prevailing during the respective period. Translation adjustments resulting from this process are recorded as a component of accumulated other comprehensive income (loss) in the consolidated statements of changes in stockholders’ equity. Leases The Company leases certain property, vehicles and equipment. At contract inception, the Company determines if a contract contains a lease and whether the lease should be classified as an operating or financing lease. Right of use (“ROU”) assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, it uses the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU asset also includes any lease prepayments made and excludes lease incentives. The Company’s lease terms include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Finance leases result in the recognition of depreciation expense, which is recognized on a straight-line basis over the expected life of the leased asset, and interest expense, which is recognized following an effective interest rate method. The Company excludes short-term leases (term of 12 months or less) from the balance sheet presentation and accounts for non-lease and lease components in a contract as a single lease component for certain asset classes. Convertible Senior Notes The Company accounts for convertible senior notes under Accounting Standards Codification (“ASC”) ASC 470-20 - Debt with Conversion and Other Options and Derivatives and Hedging—Contracts in Entity's Own Equity (“ASU 2020-06”). The Company records the convertible senior notes as a long-term liability at face value net of debt issuance costs. If any of the conditions to the convertibility of the convertible senior notes is satisfied, or the convertible senior notes become due within one year, then the Company may be required under applicable accounting standards to reclassify the carrying value of the convertible senior notes as a current, rather than a long-term liability. F-17 Table of Contents ROCKET LAB USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (In thousands, except share and per share data) Debt issuance costs related to the convertible senior notes were capitalized and recorded as a contra-liability and are presented net against the convertible senior notes balance on the consolidated balance sheets. Debt issuance costs consist of underwriting, legal and other direct costs related to the issuance of the convertible senior notes and are amortized to interest expense over the term of the convertible senior notes using the effective interest method. Capped Call Transactions Capped call transactions cover the aggregate number of shares of the Company’s common stock that will initially underlie the convertible senior notes. The Company determined that the freestanding capped call option contracts qualify as equity under the accounting guidance on indexation and equity classification, and recognized the contract by recording an entry to Additional paid-in capital in stockholders’ equity in the consolidated balance sheets and not remeasured. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivative and Hedging. For warrants that meet all the criteria for equity classification, the warrants are recorded as a component of additional paid-in capital at the time of issuance. Warrants classified as liabilities are recognized at fair value and remeasured at fair value at each reporting period with any change in fair value recognized in the consolidated statements of operations and comprehensive loss. Recent Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which focuses on the rate reconciliation and income taxes paid. ASU 2023-09 requires a public business entity (PBE) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in ASU 2023-09 prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU 2023-09 disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all period presented. The Company is assessing the potential impact of adopting ASU 2023-09 on its financial statements. In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (DISE) (“ASU 2024-03”), which requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The amendments in ASU 2024-03 will be applied prospectively with the option for retrospective application and early adoption is permitted. The Company is assessing the potential impact of adopting ASU 2024-03 on its financial statements. 3. REVENUES The Company disaggregates revenue by reportable segment and revenue recognition pattern, as it believes these categories best depicts how the nature, timing and uncertainty of revenue and cash flows are affected by economic factors. The following tables provide information about disaggregated revenue and a reconciliation of the disaggregated revenue during the years ended December 31, 2024, 2023 and 2022: Year Ended December 31, 2024 Launch Services Space Systems Total Revenues by recognition model Point-in-time $ 125,338 $ 74,636 $ 199,974 Over-time 38 236,202 236,240 Total revenue by recognition model $ 125,376 $ 310,838 $ 436,214 F-18 Table of Contents ROCKET LAB USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (In thousands, except share and per share data) Year Ended December 31, 2023 Launch Services Space Systems Total Revenues by recognition model Point-in-time $ 71,131 $ 46,704 $ 117,835 Over-time 763 125,994 126,757 Total revenue by recognition model $ 71,894 $ 172,698 $ 244,592 Year Ended December 31, 2022 Launch Services Space Systems Total Revenues by recognition model Point-in-time $ 60,200 $ 61,141 $ 121,341 Over-time 485 89,170 89,655 Total revenue by recognition model $ 60,685 $ 150,311 $ 210,996 The timing of revenue recognition, billings, and cash collections results in billed accounts receivable, unbilled receivables (presented within contract assets) and customer advances and deposits (presented within contract liabilities) on the consolidated balance sheets, where applicable. Amounts are generally billed as work progresses in accordance with agreed-upon milestones. These individual contract assets and liabilities are reported in a net position on a contract-by-contract basis on the consolidated balance sheets at the end of each reporting period. The following table presents the balances related to enforceable contracts as of December 31, 2024 and 2023: December 31, 2024 2023 Contract balances Accounts receivable, net $ 36,440 $ 35,176 Contract assets 63,108 12,951 Contract liabilities ( 216,160 ) ( 139,338 ) Changes in contract liabilities were as follows: 2024 2023 2022 Contract liabilities, beginning of year $ 139,338 $ 108,344 $ 59,749 Contract liabilities assumed at acquisition — — 26,014 Customer advances received or billed 176,763 137,158 96,206 Recognition of unearned revenue ( 99,941 ) ( 106,164 ) ( 73,625 ) Contract liabilities, end of year $ 216,160 $ 139,338 $ 108,344 The revenue recognized from the contract liabilities consisted of the Company satisfying performance obligations during the normal course of business. The amount of revenue recognized from changes in the transaction price associated with performance obligations satisfied in prior years during the years ended December 31, 2024, 2023 and 2022 was not material. Backlog The Company’s backlog represents the estimated transaction prices on performance obligations to the Company’s customers for which work remains to be performed. The amount of backlog increases with new contracts or additions to existing contracts and decreases as revenue is recognized on existing contracts. Contracts are included in the amount of backlog when an enforceable agreement has been reached. Remaining backlog totaled $ 1,067,037 as of December 31, 2024, of which approximately 50 % is expected to be recognized within 12 months, with the remaining 50 % to be recognized beyond 12 months. F-19 Table of Contents ROCKET LAB USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (In thousands, except share and per share data) Customer Financing In connection with the signing of two separate multi-launch agreements with commercial customers, the Company entered into subordinated loan and security agreements. The commercial customers may choose to have certain milestone payments financed under the terms of the subordinated loan and security agreements. The receivables will bear no interest until the initial launch dates passes, after which interest will accrue at a fixed rate of 10.8 % or 12.6 %, based on the commercial customer. Principal and interest payments will be made over 12 quarterly payments from the launch date. As of December 31, 2024 and 2023, the Company had $ 4,200 and $ 3,733 customer financing in prepaids and other currents assets, respectively and $ 15,567 and $ 13,533 customer financing receivable in other non-current assets on the consolidated balance sheets, respectively. Customer financing interest income for the years ended December 31, 2024 and 2023 was $ 1,213 and $ 371 , respectively. 4. BUSINESS COMBINATIONS AND ASSET ACQUISITIONS SolAero On January 18, 2022, the Company closed on the acquisition (the “SolAero Acquisition”) of SolAero Holdings, Inc. (“SolAero”) pursuant to an Agreement and Plan of Merger (the “SolAero Merger Agreement”), dated as of December 10, 2021, by and among the Company, Supernova Acquisition Corp. (“SolAero Merger Sub”), SolAero, and Fortis Advisors LLC as stockholder representative, which provides for, among other things, the merger of SolAero Merger Sub with and into SolAero, with SolAero being the surviving corporation of the merger and a direct, wholly owned subsidiary of the Company. Pursuant to the terms of the SolAero Merger Agreement, all of the issued and outstanding shares of SolAero were cancelled in exchange for aggregate consideration of $ 80,000 in cash, subject to customary adjustments at closing for cash, working capital, transaction expenses and indebtedness, and amounts held back by the Company (the “SolAero Merger Consideration”). In addition, $ 3,600 of the SolAero Merger Consideration was placed into escrow by the Company in order to secure recovery of any Adjustment Amount (as defined in the SolAero Merger Agreement) and as security against indemnity claims. In connection with the SolAero Acquisition, the Company entered into customary employment or consulting agreements with certain key employees of SolAero. F-20 Table of Contents ROCKET LAB USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (In thousands, except share and per share data) Acquisition Consideration The acquisition-date consideration transferred consisted of cash of $ 76,181 . The following table presents estimates of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition: Description Amount Cash and cash equivalents $ 7,815 Accounts receivable 12,322 Inventories 17,765 Prepaids and other current assets 3,536 Property, plant and equipment 24,689 Intangible assets 33,600 Right-of-use assets - operating leases (1) 1,128 Right-of-use assets - finance leases (1) 16,174 Restricted cash 3,293 Trade payables ( 9,795 ) Accrued expenses ( 6,883 ) Contract liabilities (2) ( 26,014 ) Other current liabilities ( 10,145 ) Non-current operating lease liabilities (1) ( 1,128 ) Non-current finance lease liabilities (1) ( 15,874 ) Other assets and liabilities, net ( 204 ) Identifiable net assets acquired 50,279 Goodwill 25,902 Total purchase price $ 76,181 _________________________ (1) SolAero, as a private company, had not adopted ASC 842 prior to the acquisition. Upon acquisition, SolAero adopted ASC 842 to align accounting policies with the Company. (2) Contract liabilities was recorded under ASC 606 in accordance with ASU No. 2021-08; therefore a reduction in contract liabilities related to the estimated fair values of the acquired contract liabilities was not required. The following is a summary of identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets: Type Estimated Life in Years Fair Value Developed technology 13 $ 10,700 In-process technology N/A 800 Capitalized software 3 5,400 Customer relationships 12 9,000 Trademark and tradenames 12 4,700 Backlog 2 3,000 Total identifiable intangible assets acquired $ 33,600 Goodwill of $ 25,902 was recorded for the SolAero Acquisition, representing the excess of the purchase price over the fair value of the identifiable net assets. Goodwill recognized primarily represents the future revenue and earnings potential and certain other assets which were acquired, but that do not meet the recognition criteria, such as assembled workforce. The goodwill is expected to be deductible for income tax purposes as, prior to the merger, SolAero held tax deductible goodwill in excess of the amount recorded. F-21 Table of Contents ROCKET LAB USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (In thousands, except share and per share data) The Company recognized $ 427 of acquisition and integration related costs that were expensed for the year ended December 31, 2022. These costs are included in selling, general and administrative in the consolidated statements of operations and comprehensive loss. Measurement Period During the measurement period, the Company continued to obtain information to assist in determining the fair value of net assets acquired, which could differ materially from those preliminary estimates. Measurement period adjustments, if applicable, were applied in the reporting period in which the adjustment amounts were determined. The Company made a SolAero measurement period adjustment in the fourth quarter of 2022 related to a provision for contract loss of $ 9,446 , which was recorded to other current liabilities and goodwill. Unaudited Pro Forma Information The Company’s 2022 consolidated statement of operations includes revenues of $ 81,188 and operating loss of $ 12,533 , related to the SolAero acquisition. The unaudited consolidated financial information summarized in the following table gives effect to the SolAero Acquisition assuming it occurred on January 1, 2022. These unaudited consolidated pro forma operating results do not assume any impact from revenue, cost or other operating synergies that are expected as a result of the acquisition. These unaudited consolidated pro forma operating results are presented for illustrative purposes only and are not indicative of the operating results that would have been achieved had the acquisition occurred on January 1, 2022, nor does the information project results for any future period. Year Ended December 31, As Reported Acquisition Pro-Forma (Unaudited) Consolidated Pro-Forma (Unaudited) 2024 Revenues $ 436,214 $ — $ 436,214 Net loss ( 190,175 ) — ( 190,175 ) 2023 Revenues $ 244,592 $ — $ 244,592 Net loss ( 182,571 ) — ( 182,571 ) 2022 Revenues $ 210,996 $ 2,454 $ 213,450 Net loss ( 135,944 ) ( 1,062 ) ( 137,006 ) Asset Purchase Agreement On June 2, 2023, Company closed on the purchase of certain assets pursuant to an Asset Purchase Agreement (the “Virgin APA”) with Virgin Orbit Holdings, Inc. to acquire certain assets, including a real property lease for a property located in Long Beach, California and certain production assets, machinery and equipment. The acquisition was accounted for as an asset acquisition and the total purchase price consideration of $ 16,934 (which includes $ 815 of transaction costs) was allocated to the assets acquired on a relative fair value basis. The following table presents estimates of the relative fair value of the assets acquired and the liabilities assumed by the Company in the acquisition: Description Amount Property, plant and equipment $ 15,658 Right-of-use assets - operating leases 13,939 Other non-current assets 189 Other current liabilities ( 1,125 ) Non-current operating lease liabilities ( 10,375 ) Other non-current liabilities ( 1,352 ) Total purchase price $ 16,934 F-22 Table of Contents ROCKET LAB USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (In thousands, except share and per share data) 5. CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES Cash and cash equivalents and marketable securities consisted of the following as of December 31, 2024 and 2023: December 31, 2024 2023 Cash and cash equivalents $ 271,042 $ 162,518 Marketable securities, current 147,948 82,255 Marketable securities, non-current 60,686 79,247 Total cash and cash equivalents and marketable securities $ 479,676 $ 324,020 As of December 31, 2024, cash equivalents and marketable securities consisted of the following: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash Equivalents Marketable Securities Money market accounts $ 211,619 $ — $ — $ 211,619 $ 211,619 $ — Certificates of deposit 21,778 17 — 21,795 — 21,795 Commercial paper 10,103 6 — 10,109 — 10,109 Corporate debt securities 86,367 140 ( 31 ) 86,476 — 86,476 Yankee bonds 2,581 5 — 2,586 — 2,586 U.S. Treasury securities 66,192 — ( 72 ) 66,120 — 66,120 Mortgage- and asset-backed securities 21,436 113 — 21,549 — 21,549 Total $ 420,076 $ 281 $ ( 103 ) $ 420,254 $ 211,619 $ 208,635 The following table presents the Company’s cash equivalents and marketable securities with unrealized losses by investment category and the length of time the cash equivalents and marketable securities have been in a continuous loss position as of December 31, 2024: Less than 12 Months In Loss Position for Greater than 12 Months Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Corporate debt securities $ 11,192 $ ( 31 ) $ — $ — $ 11,192 $ ( 31 ) U.S. Treasury securities 20,497 ( 57 ) 42,423 ( 15 ) 62,920 ( 72 ) Total $ 31,689 $ ( 88 ) $ 42,423 $ ( 15 ) $ 74,112 $ ( 103 ) The Company has not observed a significant deterioration in credit quality of these securities, which are highly rated with moderate to low credit risk. Declines in value are largely attributable to current global economic conditions. The securities continue to make timely principal and interest payments, and the fair values are expected to recover as they approach maturity. The Company does not intend to sell the securities, and it is not more likely than not that the Company will be required to sell the securities, before the respective recoveries of their amortized cost bases, which may be maturity. As of December 31, 2024, the Company had not recognized an allowance for credit losses on any marketable securities in an unrealized loss position. The following table summarizes the contractual maturities of the Company’s cash equivalents and marketable securities as of December 31, 2024: Amortized Cost Fair Value Due within one year $ 359,492 $ 359,568 Due within one to two years 60,584 60,686 Total $ 420,076 $ 420,254 F-23 Table of Contents ROCKET LAB USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (In thousands, except share and per share data) 6. FAIR VALUE OF FINANCIAL INSTRUMENTS As of December 31, 2024 and 2023, the following financial assets and liabilities are measured at fair value on a recurring basis and are categorized using the fair value hierarchy as follows: December 31, 2024 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market accounts $ 211,619 $ — $ — $ 211,619 Marketable securities, current: Certificates of deposit — 21,795 — 21,795 Commercial paper — 10,109 — 10,109 Corporate debt securities — 57,589 — 57,589 Yankee bonds — 2,208 — 2,208 U.S. Treasury securities 55,568 — — 55,568 Mortgage- and asset-backed securities — 680 — 680 Marketable securities, non-current Corporate debt securities — 28,887 — 28,887 Yankee bonds — 378 — 378 U.S. Treasury securities 10,552 — — 10,552 Mortgage- and asset-backed securities — 20,869 — 20,869 Total $ 277,739 $ 142,515 $ — $ 420,254 December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market accounts $ 121,491 $ — $ — $ 121,491 Marketable securities, current: Certificates of deposit — 24,590 — 24,590 Commercial paper — 10,484 — 10,484 Corporate debt securities — 41,871 — 41,871 Yankee bonds — 2,676 — 2,676 U.S. Treasury securities 2,633 — — 2,633 Marketable securities, non-current Corporate debt securities — 10,968 — 10,968 U.S. Treasury securities 54,900 — — 54,900 Mortgage- and asset-backed securities — 13,380 — 13,380 Total $ 179,024 $ 103,969 $ — $ 282,993 Liabilities: Other non-current liabilities: Contingent consideration $ — $ — $ 1,056 $ 1,056 Total $ — $ — $ 1,056 $ 1,056 The estimated fair value amounts shown above are not necessarily indicative of the amounts that the Company would realize upon disposition, nor do they indicate the Company’s intent or ability to dispose of the financial instrument. F-24 Table of Contents ROCKET LAB USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (In thousands, except share and per share data) There were no transfers between fair value measurement levels during the years ended December 31, 2024 and 2023. Convertible Senior Notes The Company measures the fair value of its convertible senior notes on a quarterly basis for disclosure purposes. The Company considers the fair value of its convertible senior notes as of December 31, 2024 to be a Level 2 measurement due to limited trading activity of the convertible senior notes. As of December 31, 2024, the net carrying amount of the convertible senior notes was $ 345,392 , with unamortized discount and debt issuance costs of $ 9,608 . As of December 31, 2024, the total estimated fair value (Level 2) of the convertible senior notes was $ 1,799,544 . The fair value was determined based on the closing trading price of the convertible senior notes as of the last day of trading for the period. 7. INVENTORIES Inventories as of December 31, 2024 and 2023 consisted of the following: December 31, 2024 2023 Raw materials $ 50,650 $ 45,062 Work in process 60,462 53,628 Finished goods 7,962 9,167 Total inventories $ 119,074 $ 107,857 8. PREPAIDS AND OTHER CURRENT ASSETS Prepaids and other current assets as of December 31, 2024 and 2023 consisted of the following: December 31, 2024 2023 Prepaid expenses and deposits $ 38,041 $ 48,031 Government grant receivables 7,783 9,940 Customer financing receivables 4,200 3,733 Other current assets 4,985 5,245 Total prepaids and other current assets $ 55,009 $ 66,949 9. ASSETS HELD FOR SALE In the first quarter of 2023, the Company updated its Electron recovery strategy by completing a marine recovery, which we believe will be a more effective and financially viable type of recovery. As a result, the Company has ceased mid-air rocket booster recovery and began the sale process of two helicopters. As of March 31, 2023, the Company’s two helicopters met the held for sale criteria and the Company ceased depreciating these assets. On June 6, 2024, the Company sold one of the Company’s held for sale helicopters to a purchaser unaffiliated with the Company, for $ 12,030 before closing costs and holdbacks. The Company recognized a gain on sale of assets related to the sale of the helicopter and spare parts of $ 2,825 included in other income, net in the consolidated statements of operations and comprehensive loss during the year ended December 31, 2024. On October 18, 2023, the Company sold one of the Company’s held for sale helicopters to a purchaser unaffiliated with the Company, for $ 3,900 before closing costs. The Company recognized a gain on sale of assets of $ 1,094 included in other income, net in the consolidated statements of operations and comprehensive loss during the year ended December 31, 2023. F-25 Table of Contents ROCKET LAB USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (In thousands, except share and per share data) 10. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net, as of December 31, 2024 and 2023 consisted of the following: December 31, 2024 2023 Buildings and improvements $ 68,631 $ 59,730 Machinery, equipment, vehicles and office furniture 127,577 82,973 Computer equipment, hardware and software 16,204 11,624 Launch site assets 20,726 14,193 Construction in process 27,285 25,999 Property, plant and equipment—gross 260,423 194,519 Less accumulated depreciation and amortization ( 65,585 ) ( 49,110 ) Property, plant and equipment—net $ 194,838 $ 145,409 Depreciation expense recorded in the consolidated statements of operations and comprehensive loss during the years ended December 31, 2024, 2023 and 2022 consisted of the following: Years Ended December 31, Depreciation expense 2024 2023 2022 Cost of revenues $ 11,088 $ 8,481 $ 12,867 Research and development 5,890 4,700 1,981 Selling, general and administrative 2,798 2,226 1,310 Total depreciation expense $ 19,776 $ 15,407 $ 16,158 11. GOODWILL AND INTANGIBLE ASSETS, NET Goodwill The carrying amount of goodwill for the space systems reportable segment was $ 71,020 as of December 31, 2024 and 2023. Intangible Assets The components of intangible assets consisted of the following as of December 31, 2024 and 2023: December 31, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite-Lived Intangible Assets Developed Technology $ 57,865 $ ( 23,512 ) $ 34,353 Capitalized software 13,757 ( 9,873 ) 3,884 Customer relationships 16,086 ( 4,472 ) 11,614 Trademarks and tradenames 10,098 ( 2,610 ) 7,488 Backlog 3,491 ( 3,491 ) — Other 1,320 ( 522 ) 798 Indefinite-Lived Intangible Assets In-process Technology 500 — 500 Total $ 103,117 $ ( 44,480 ) $ 58,637 F-26 Table of Contents ROCKET LAB USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (In thousands, except share and per share data) December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite-Lived Intangible Assets Developed Technology $ 56,065 $ ( 16,649 ) $ 39,416 Capitalized software 11,690 ( 7,454 ) 4,236 Customer relationships 16,135 ( 3,234 ) 12,901 Trademarks and tradenames 10,106 ( 1,789 ) 8,317 Backlog 3,491 ( 3,366 ) 125 Other 1,222 ( 423 ) 799 Indefinite-Lived Intangible Assets In-process Technology 2,300 — 2,300 Total $ 101,009 $ ( 32,915 ) $ 68,094 Amortization expense recorded in the consolidated statements of operations and comprehensive loss during the years ended December 31, 2024, 2023 and 2022, respectively consisted of the following: Years Ended December 31, 2024 2023 2022 Cost of revenues $ 7,110 $ 7,106 $ 5,144 Research and development 45 90 3,449 Selling, general and administrative 4,913 5,904 4,634 Total amortization expense $ 12,068 $ 13,100 $ 13,227 The following table outlines the estimated future amortization expense related to finite-lived intangible assets held as of December 31, 2024: 2025 $ 10,304 2026 10,147 2027 9,171 2028 8,138 2029 5,999 Thereafter 14,378 Total $ 58,137 12. LOAN AGREEMENTS Indenture and Notes On February 6, 2024, the Company issued $ 355,000 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”). The Notes are the Company’s senior, unsecured obligations and are (i) equal in right of payment with the Company’s existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company’s future indebtedness that is expressly subordinated to the Notes in right of payment; (iii) effectively subordinated to the Company’s existing and future secured indebtedness, including borrowings under its equipment financing agreement, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries. F-27 Table of Contents ROCKET LAB USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (In thousands, except share and per share data) The Notes accrue interest at a rate of 4.250 % per annum, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2024. The Notes mature on February 1, 2029, unless earlier converted, redeemed or repurchased. Before November 1, 2028, noteholders have the right to convert their Notes only during the following circumstances: (i) during any calendar quarter (and only during such calendar quarter) if the last reported sale price of the Company’s common stock exceeds 130 % of the conversion price for each of at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter, (ii) during the five consecutive business day period after any 10 consecutive trading day period, or the measurement period, in which the trading price per $1 principal amount of Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the applicable conversion rate on each such trading day, (iii) upon the occurrence of certain corporate events or distributions specified in the Indenture or (iv) if the Company calls such Notes for redemption. From and after November 1, 2028, noteholders may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election. The initial conversion rate is 195.1029 shares of common stock per $1 principal amount of Notes, which represents an initial conversion price of approximately $ 5.13 per share of common stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. As of December 31, 2024, the holder of the Notes have the right to convert between January 1, 2025 and March 31, 2025 because the Company’s common stock price exceeded the applicable conversion price by 130 % for the specified period of time during the quarter ended December 31, 2024. When a conversion notice is received, the Company has the option to pay or deliver cash, shares of the Company’s common stock, or a combination thereof. Since the issuance of the Notes, the Company has not received a notice from the holders. As of December 31, 2024, the Company cannot be required to settle the Notes in cash and has the intent and ability to settle in common stock, therefore, the Notes were classified as non-current liabilities on the Company’s consolidated balance sheet. As of December 31, 2024, there was $ 355,000 outstanding under the Notes, before unamortized discount and debt issuance costs of $ 9,608 . As of December 31, 2024, the effective interest rate under the Notes was 5.0 %. Capped Call Transactions In connection with the pricing of the Notes, on February 1, 2024 and February 2, 2024, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain financial institutions. Collectively, the Capped Call Transactions cover, subject to customary adjustments, the number of shares of common stock initially underlying the Notes. The cost of the Capped Call Transactions was $ 43,168 . The Capped Call Transactions are expected generally to reduce or offset the potential dilution to the Company’s common stock upon exercise of the Notes and/or the Company’s election to offset the cash payments the Company is required to make in excess of the principal amount of the Notes upon conversion of the Notes in the event that the market price per share of the Company’s common stock is greater than the strike price of the Capped Call Transactions (which initially corresponds to the initial conversion price of the Notes and is subject to certain adjustments under the terms of the Capped Call Transactions), with such reduction and/or offset subject to a cap based on the cap price of the Capped Call Transactions. The Capped Call Transactions have an initial cap price of $ 8.04 per share of the Company’s common stock, which represents a premium of 100 % over the last reported sale price of the Company's common stock on February 1, 2024. The Capped Call Transactions do not meet the criteria for separate accounting as a derivative as they are indexed to the Company’s stock. The premiums paid for the Capped Call Transactions have been included as a net reduction to additional paid-in capital within shareholders’ equity. F-28 Table of Contents ROCKET LAB USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (In thousands, except share and per share data) Trinity Master Equipment Financing Agreement On December 29, 2023 (the “Effective Date”), the Company and certain of its subsidiaries (the “Subsidiaries”, together with the Company, the “Borrowers”), entered into a Master Equipment Financing Agreement (the “Loan Agreement”) with Trinity Capital, Inc., a Maryland corporation (the “Lender”) to provide financing for certain equipment and other property (the “Equipment”). The Loan Agreement provides that the Lender shall provide equipment financing in the aggregate of up to $ 120,000 (the “Conditional Commitment”), with advances (“Draws”) to be made as follows: (i) $ 70,000 on the Effective Date (the “Effective Date Draw”); and (ii) $ 40,000 to be drawn on the Effective Date (the “Blanket Lien Draw”), with each of the Effective Date Draw and Blanket Lien Draw payable over sixty ( 60 ) months beginning January 2024, with the final payments due in January 2029. After the Blanket Lien Draw is repaid in full, Borrowers may make Draws as follows: (x) $ 30,000 to be drawn in not more than three advances of at least $ 10,000 each at the Borrowers’ option no later than the date that is 18 months after the Effective Date; and (y) $ 20,000 to be drawn at Borrower’s option between January 1, 2025 and June 30, 2025 (such date, the “Termination Date”), subject to customary conditions. The monthly payment factors under the Loan Agreement and Blanket Lien Draw have a term of sixty ( 60 ) months and a rate factor of 0.022266 . In connection with the Loan Agreement, the Company issued warrants to Lender to acquire 728,835 shares of the Company’s common stock at an exercise price of $ 4.87 per share (see Note 13). The proceeds from the Loan Agreement were allocated to the loan and warrants based on the relative fair value at inception, resulting in a reduction to the loan amount and amortized to interest expense over the term of the loan. As of December 31, 2024, there was $ 58,281 outstanding under the Loan Agreement, before unamortized discount and debt issuance costs of $ 2,187 , of which $ 12,045 is classified as current in the Company’s consolidated balance sheets, with the remainder classified as long-term borrowing. As of December 31, 2024 the effective interest rate under the Loan Agreement was 14.9 %. The Company is required to pay an end of term charge of $ 700 upon repayment of the Effective Date Draw. The future principal payments under the Loan Agreement as of December 31, 2024 were as follows: 2025 $ 12,045 2026 13,652 2027 15,474 2028 17,110 Total $ 58,281 Hercules Capital Secured Term Loan On June 10, 2021, the Company entered into a $ 100,000 secured term loan agreement with Hercules Capital, Inc. (the “Hercules Capital Secured Term Loan”) and borrowed the full amount under the secured term loan agreement. The term loan had a maturity date of June 1, 2024 and was secured by substantially all of the assets of the Company. Payments due for the term loan were interest-only until the maturity date with interest payable monthly in arrears. The outstanding principal bore (i) cash interest at the greater of (a) 8.15 % or (b) 8.15 % plus the prime rate minus 3.25 % and (ii) payment-in-kind interest of 1.25 % which was accrued and added to the outstanding principal balance. Prepayment of the outstanding principal was permitted under the loan agreement and subject to certain prepayment fees. On June 10, 2021, in connection with the secured term loan, the Company paid an initial facility charge of $ 1,000 . On December 29, 2023, the Company was required to pay an end of term charge of $ 3,250 upon repayment of the loan. On December 29, 2023, a portion of the proceeds from the Effective Date Draw and the Blanket Lien Draw were used to pay off all obligations owing pursuant to the Hercules Capital Secured Term Loan, resulting in a loss on extinguishment of debt of $ 1,732 for the year ended December 31, 2023. The Hercules Capital Secured Term Loan was terminated. F-29 Table of Contents ROCKET LAB USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (In thousands, except share and per share data) 13. WARRANTS Equity Classified Common Stock Warrants The Company has issued equity classified warrants which are settled through issuance of common stock. Upon settlement, the warrants are recognized as additional paid-in capital, a component of equity in the consolidated balance sheets. In connection with the Loan Agreement, the Company issued a warrant (“Warrant”), dated December 29, 2023, to purchase up to 728,835 shares of the Company’s common stock, at an exercise price of $ 4.87 per share, payable in cash or on a cashless basis according to the formula set forth in the Warrant. The exercise price of the Warrant and the number of shares issuable upon exercise of the Warrant were subject to adjustments for stock splits, combinations, stock dividends or similar events. On November 14, 2024, all 728,835 common stock warrants were exercised on a cashless basis, which resulted in the holder of the warrants receiving 540,336 shares of common stock. The following assumptions were used in the Black-Sholes pricing model calculation for the Warrant issued: Share price $ 5.53 Strike price $ 4.87 Expected volatility 82.0 % Risk-free interest rate 3.85 % Expected life (years) 4.0 Dividend rate None Public and Private Warrants As part of the closing of the Business Combination, the Company assumed Public Warrants and Private Warrants to purchase up to 10,666,666 shares and 5,600,000 shares of common stock of the Post Combination Company, respectively, which were exercisable at $ 11.50 per share. During the year ended December 31, 2022, an aggregate of 10,383,077 Public Warrants were exercised on a cashless basis in exchange for the issuance of 2,951,781 shares and 10,969 Public Warrants were exercised for an aggregate of 10,969 shares of Company common stock at an exercise price of $ 11.50 per share, for aggregate cash proceeds to the Company of $ 126 . At the conclusion of the redemption notice period on January 31, 2022, the remaining 270,470 Public Warrants issued and outstanding were redeemed at a price of $ 0.10 per warrant for aggregate cash payment from the Company of $ 27 . On January 31, 2022, the Public Warrants were delisted from Nasdaq. In addition, during the year ended December 31, 2022, the 5,600,000 Private Warrants were exercised on a cashless basis for an aggregate of 1,592,080 shares of the Company’s common stock. The Public Warrants and Private Warrants were remeasured to fair value as of the exercise or redemption date, resulting in a gain of $ 13,482 for the year ended December 31, 2022. 14. STOCK-BASED COMPENSATION Equity Incentive Plans The Company has a single active equity incentive plan, the Rocket Lab 2021 Stock Option and Incentive Plan (the “2021 Plan”), with the objective of attracting and retaining available employees and directors by providing stock-based and other performance-based compensation. The Rocket Lab 2013 Stock Option and Grant Plan was terminated, but outstanding awards granted thereunder remain governed by it. The 2021 Plan provides for the grant of equity awards to officers, employees, directors and other key employees as well as service providers which include incentive stock options, non-qualified stock options, restricted stock awards, unrestricted stock awards, restricted stock units or any combination of the foregoing any of which may be performance based, as determined by the Company’s Compensation Committee. An aggregate of 59,875,000 shares were initially reserved for the issuance of awards under the 2021 Plan. The number of shares reserved for issuance under the 2021 Plan automatically increases each January 1, beginning on January 1, 2022, by 5 % of the outstanding number of shares of common stock on the immediately preceding December 31, or such lesser amount as determined by the plan administrator. The Company was authorized to issue up to 113,756,881 shares of common stock as equity awards to participants under the 2021 Plan as of December 31, 2024. There were 92,127,861 shares of common stock available for grant as of December 31, 2024. F-30 Table of Contents ROCKET LAB USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (In thousands, except share and per share data) Total stock-based compensation recorded in the consolidated statements of operations and comprehensive loss during the years ended December 31, 2024, 2023 and 2022 consisted of the following: Years Ended December 31, Stock-based compensation 2024 2023 2022 Cost of revenues $ 16,657 $ 12,521 $ 17,948 Research and development 15,626 21,721 21,127 Selling, general and administrative 24,533 19,219 16,574 Total stock-based compensation expense $ 56,816 $ 53,461 $ 55,649 Options The following summarizes the stock option activity of the 2013 Plan for the years ended December 31, 2024, 2023 and 2022: Options to Purchase Common Stock Weighted- Average Exercise Price per Share Weighted- Average Grant Date Fair Value per Share Weighted- Average Remaining Contract Life (In Years) Aggregate Intrinsic Value Outstanding — at January 1, 2022 17,345,328 $ 1.03 $ 0.54 6.03 $ 195,111 Exercised ( 3,887,435 ) 1.02 0.51 1.93 10,687 Forfeited ( 200,173 ) 1.22 0.71 — 510 Outstanding — at December 31, 2022 13,257,720 $ 1.03 $ 0.53 5.18 $ 36,306 Exercised ( 2,623,282 ) 0.93 0.47 0.86 12,072 Forfeited ( 7,556 ) 1.42 0.78 — 31 Expired ( 75,596 ) 1.22 0.72 — 326 Outstanding — at December 31, 2023 10,551,286 $ 1.06 $ 0.53 4.32 $ 47,210 Exercised ( 3,396,050 ) 1.01 0.52 2.61 84,916 Outstanding — at December 31, 2024 7,155,236 $ 1.08 $ 0.53 3.46 174,521 Options vested and exercisable — at December 31, 2024 7,155,236 $ 1.08 $ 0.53 3.46 $ 174,521 Options vested and exercisable — at December 31, 2023 10,551,286 $ 1.06 $ 0.53 4.32 $ 47,210 Options vested and exercisable — at December 31, 2022 13,185,026 $ 1.03 $ 0.53 5.18 $ 36,134 Restricted Stock Units The time-based service vesting condition is generally satisfied over periods of approximately four years as the employees provide service. As of December 31, 2024, the total unrecognized compensation expense related to unvested restricted stock units granted under the 2013 Plan and 2021 Plan was $ 128,689 and will be recognized upon vesting. F-31 Table of Contents ROCKET LAB USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (In thousands, except share and per share data) The following summarizes the restricted stock unit activity of the Plan for the years ended December 31, 2024, 2023 and 2022: Number of Units Weighted- Average Grant Date Fair Value Outstanding — at January 1, 2022 16,946,922 $ 4.49 Granted 14,455,901 5.97 Released ( 13,264,758 ) Forfeited ( 1,451,848 ) 6.33 Outstanding — at December 31, 2022 16,686,217 5.94 Granted 11,269,200 4.76 Released ( 8,887,903 ) Forfeited ( 2,729,675 ) 6.01 Outstanding — at December 31, 2023 16,337,839 5.48 Granted 18,206,230 6.54 Released ( 9,854,054 ) 5.45 Forfeited ( 2,931,413 ) 5.15 Outstanding — at December 31, 2024 21,758,602 $ 6.43 Units expected to vest — at December 31, 2024 21,758,602 $ 6.43 Units expected to vest — at December 31, 2023 16,337,839 $ 5.48 Units expected to vest — at December 31, 2022 16,686,217 $ 5.94 2021 Employee Stock Purchase Plan In August 2021, the 2021 Employee Stock Purchase Plan (the “2021 ESPP”) was approved to reserve 9,980,000 shares of common stock for issuance for awards in accordance with the terms of the 2021 ESPP. In addition, the number of shares reserved for issuance will ultimately increase on January 1 of each year from 2022 to 2031 by the lesser of (i) 9,980,000 shares of common stock, (ii) 1 % of the number of shares of common stock outstanding as of the close of business on the immediately preceding December 31 or (iii) the number of common stock shares as determined by the Company’s board of directors. The purpose of the 2021 ESPP is to enable eligible employees to use payroll deductions to purchase shares of common stock and thereby acquire an interest in the Company. Eligible employees are offered shares through a 12-month offering period, which consists of two consecutive 6-month purchase periods. Employees may purchase a limited amount of shares of our stock at a discount of up to 15 % of the lesser of the fair market value at the beginning of the offering period or the end of each 6-month purchase period. During the years ended December 31, 2024, 2023 and 2022, 1,473,720 , 1,369,604 and 1,106,958 shares of common stock were issued under the 2021 ESPP. As of December 31, 2024, 20,183,297 shares remain available for issuance under the 2021 ESPP. Total ESPP stock-based compensation recorded in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2024, 2023 and 2022 was $ 3,016 , $ 2,399 and $ 3,693 , respectively. As of December 31, 2024, the total unrecognized compensation expense related to the 2021 ESPP was $ 3,712 and will be recognized over the remaining offering period. 15. EMPLOYEE BENEFITS Defined Contribution Plans The Company’s 401(k) Savings and Retirement Plan covers any eligible employee on the active payroll of the Company. The Company’s contributions were approximately $ 2,858 , $ 2,427 and $ 1,520 during the years ended December 31, 2024, 2023 and 2022, respectively. The Company’s contributions consist of matching contributions, and non-elective contributions on behalf of employees. F-32 Table of Contents ROCKET LAB USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (In thousands, except share and per share data) 16. LEASES The Company has operating and finance leases for properties, vehicles and equipment. The Company’s operating and finance leases have remaining lease terms of less than one year to twenty-six years , some of which include options to extend the lease term, and some of which include options to terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Supplemental balance sheet information related to leases as of December 31, 2024 and 2023 were as follows: December 31, Liabilities Presentation 2024 2023 Current: Operating lease liabilities Other current liabilities $ 6,170 $ 5,276 Finance lease liabilities Other current liabilities 268 329 Total lease liabilities, current 6,438 5,605 Non-current: Operating lease liabilities Non-current operating lease liabilities 51,965 56,099 Finance lease liabilities Non-current finance lease liabilities 14,970 15,238 Total lease liabilities, non-current 66,935 71,337 Total lease liabilities $ 73,373 $ 76,942 The Company does not separate non-lease components for the purposes of measuring our lease liabilities and assets. The components of lease expense were as follows during the years ended December 31, 2024, 2023 and 2022: Years Ended December 31, 2024 2023 2022 Operating lease costs: Operating lease costs $ 9,762 $ 7,164 $ 5,107 Amortization of favorable lease 1,220 610 — Total operating lease costs: $ 10,982 $ 7,774 $ 5,107 Finance lease costs: Depreciation of right-of-use assets $ 591 $ 627 $ 562 Interest on lease liabilities 949 967 900 Total finance lease costs $ 1,540 $ 1,594 $ 1,462 Cash paid for amounts included in the measurement of lease liabilities: Years Ended December 31, 2024 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 8,672 $ 6,581 $ 4,558 Operating cash flows from finance leases 949 967 900 Finance cash flows from finance leases 329 336 271 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 2,871 $ 30,396 $ 9,140 F-33 Table of Contents ROCKET LAB USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (In thousands, except share and per share data) The weighted average remaining lease term related to operating leases was 9.0 years and 9.8 years as of December 31, 2024 and 2023, respectively. The weighted average discount rate related to operating leases was 6.4 % as of December 31, 2024 and 2023. The weighted average remaining lease term related to finance leases was 17.4 years and 18.3 years as of December 31, 2024 and 2023. The weighted average discount rate related to finance leases was 6.2 % as of December 31, 2024 and 2023. The following is a schedule of the future minimum operating and finance lease payments by year as of December 31, 2024: Operating Leases Finance Leases 2025 $ 9,680 $ 1,201 2026 9,774 1,231 2027 9,555 1,262 2028 8,842 1,293 2029 8,399 1,326 Thereafter 30,286 19,498 Total lease payments 76,536 25,811 Less imputed interest ( 18,401 ) ( 10,573 ) Total $ 58,135 $ 15,238 17. COMMITMENTS AND CONTINGENCIES Litigation and Claims The Company is, and from time to time may be, a party to claims and legal proceedings generally incidental to its business that are principally covered under contracts with its customers and insurance policies. In the opinion of management, there are no legal matters or claims likely to have a material adverse effect on the Company’s financial position, results of operations or cash flows. Other Commitments The Company has commitments under its lease obligations (Note 16). Contingencies The Company records a contingent liability when it is both probable that a loss has been incurred, and the amount can be reasonably estimated. If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the Company’s consolidated financial statements. Contingencies are inherently unpredictable, and the assessments of the value can involve a series of complex judgments about future events and can rely heavily on estimates and assumptions. On May 23, 2016, the Company entered into a launch services agreement with a customer to provide three commercial dedicated launches which would deliver the customer’s payloads over the period of 2017 through 2021. Per the terms of the agreement, each dedicated launch shall have a firm fixed price below current launch vehicle costs. During the year ended December 31, 2018, the Company determined that it was probable that the costs to provide the services as stipulated by the launch services agreement would exceed the fixed firm price of each launch. As such, the Company recorded a provision for contract loss for these three dedicated launches. During the year ended December 31, 2021, one of the three launches occurred. On April 21, 2021, the launch services agreement was amended, resulting in one additional launch and the potential for price increases on the second and third launches dependent on the customer’s desired payload configuration. On March 29, 2023 and April 29, 2023, the launch services agreement was amended, to change the date by which the launch window election is to occur from March 31, 2023 to on or before May 31, 2023. In June 2023, the launch services agreement was terminated and as a result, the Company released a $ 4,066 provision for contract losses. F-34 Table of Contents ROCKET LAB USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (In thousands, except share and per share data) In connection with the SolAero acquisition, the Company assumed a contract with a customer to provide solar panel module at a fixed price. The Company determined that it was probable that the costs to complete the solar panel modules as stipulated by the contract would exceed the fixed firm price of the solar panel modules. As such, the Company recorded a provision for contract loss for this contract, of which $ 9,446 was recorded to other current liabilities in order to recognize the contract at fair value at acquisition. The provision for contract losses outstanding as of December 31, 2024, which primarily is related to the solar panel module agreement, was $ 6,462 included in other current liabilities in the Company’s consolidated balance sheets. 18. INCOME TAXES The components of the pretax loss for the years ended December 31, 2024, 2023 and 2022 were as follows: Years Ended December 31, 2024 2023 2022 Domestic $ ( 257,752 ) $ ( 205,334 ) $ ( 186,121 ) Foreign 68,341 26,413 53,175 Loss before provision for income taxes $ ( 189,411 ) $ ( 178,921 ) $ ( 132,946 ) The provision (benefit) for income taxes for the years ended December 31, 2024, 2023 and 2022 were as follows: Years Ended December 31, 2024 2023 2022 Current: Federal $ — $ — $ — State 14 ( 18 ) ( 39 ) Foreign ( 299 ) 3,270 3,802 Total current provision ( 285 ) 3,252 3,763 Deferred: Federal 166 114 ( 2,073 ) State 280 452 ( 173 ) Foreign 603 ( 168 ) 1,481 Total deferred provision 1,049 398 ( 765 ) Provision for income taxes $ 764 $ 3,650 $ 2,998 The following is a reconciliation of the U.S. federal statutory federal income tax rate to our effective tax rate (in percentages): Years Ended December 31, 2024 2023 2022 Federal statutory rate 21.0 % 21.0 % 21.0 % Adjustments for tax effects of: State taxes, net of federal benefit 6.0 % 3.2 % 8.3 % Transaction costs — % — % 1.4 % Permanent differences and other ( 2.6 %) 0.4 % ( 0.3 ) % Uncertain tax positions 1.0 % ( 0.7 ) % ( 2.1 %) Warrants — % — % 2.1 % Stock-based compensation 6.7 % ( 0.5 %) 6.5 % Other adjustments to deferred taxes 0.1 % 1.7 % — % Increase in valuation allowance ( 32.6 ) % ( 27.1 ) % ( 39.2 ) % Provision for income taxes ( 0.4 ) % ( 2.0 ) % ( 2.3 %) F-35 Table of Contents ROCKET LAB USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (In thousands, except share and per share data) The significant components of the Company’s deferred tax assets and liabilities as of December 31, 2024 and 2023 were as follows : December 31, 2024 2023 Deferred tax assets: Accrued expenses $ 2,751 $ 2,434 Inventories 2,612 1,536 Deferred revenue 13,681 22,293 Lease liability 19,181 20,394 Stock compensation 2,662 4,428 Interest expense 3,798 4,291 Net operating losses 129,601 87,946 Tax credits 4,768 4,768 Reserves 1,893 2,298 Capitalized research 81,261 52,019 Other 2,364 462 Total deferred tax assets 264,572 202,869 Valuation allowance ( 236,113 ) ( 173,441 ) Total deferred tax assets, net 28,459 29,428 Deferred tax liabilities: Right of use asset ( 17,929 ) ( 19,232 ) Depreciation and amortization ( 8,411 ) ( 6,402 ) Other — ( 719 ) Total deferred tax liabilities ( 26,340 ) ( 26,353 ) Net deferred tax assets $ 2,119 $ 3,075 A valuation allowance is recognized against deferred tax assets if it is more-likely-than-not that the deferred tax asset will not be realized. Because of the Company’s recent history of operating losses in the U.S., we have recorded a full valuation allowance against our U.S. deferred tax assets. As of December 31, 2024 and 2023, we recorded valuation allowances of $ 236,113 and $ 173,441 , respectively. In 2024, the net increase in our valuation allowance primarily resulted from losses from operations. The 2017 Tax Act amended the Internal Revenue Code (the "Code"), effective for amounts paid or incurred in tax years beginning after December 31, 2021, to eliminate the immediate expensing of research and experimental expenditures (“R&E”) and require taxpayers to capitalize their R&E expenditures and software development costs. Capitalized costs are required to be amortized over five years (15 years for expenditures attributable to foreign research). Starting in 2022, we recorded a tax adjustment to capitalize and amortize R&E and software development costs. Due to the full valuation allowance against our U.S. deferred tax assets, the impact of this adjustment was immaterial. F-36 Table of Contents ROCKET LAB USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (In thousands, except share and per share data) The reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits for the years ended December 31, 2024 and 2023 is as follows: 2024 2023 Balance at beginning of year $ 4,887 $ 3,560 Increase related to prior year tax positions — — Decrease related to prior year tax positions ( 1,974 ) — Increase related to current year tax position — 1,327 Settlements ( 1,974 ) — Balance at end of year $ 939 $ 4,887 As of December 31, 2024 and 2023, the Company has unrecognized tax benefits totaling $ 140 and $ 4,087 , respectively, which, if recognized, would impact the effective tax rate in future periods. As of December 31, 2024, the Company anticipates that $ 0 of uncertain tax positions will be settled in the next twelve months. The Company recognizes interest and penalties related to uncertain tax positions as a component of the income tax provision. As of December 31, 2024 and 2023, there were no accrued interest and penalties. Due to net operating loss (“NOL”) carryforwards, the U.S. federal and state returns are open to examination by the Internal Revenue Service and state jurisdictions for all years beginning with the year ended March 31, 2016. Our foreign subsidiaries are generally subject to examination within four years from the end of the tax year during which the tax return was filed. The years subject to audit may be extended if the entity substantially understates corporate income tax. The Company is not currently under examination in the United States by the Internal Revenue Service or state and local tax authorities. The Company is not currently under examination in New Zealand. We are under audit by the Canada Revenue Agency (“CRA”) for the years ended December 31, 2021 and December 31, 2022. The audit is in the early information request stage and the Company is engaged in discussions with the CRA on the matter. Given the early stage of these discussions, we will continue to monitor for any developments and their impact, if any, to our provision for income taxes. At December 31, 2024 and 2023, the Company had federal NOL carryforwards of $ 492,496 and $ 352,000 , respectively, which is comprised of definite and indefinite NOLs. The Company had definite federal NOL carryforwards of $ 57,135 as of December 31, 2024 and 2023, which begin to expire in varying amounts beginning in 2034. Federal NOLs generated after 2017 of $ 435,361 and $ 294,865 as of December 31, 2024 and 2023, respectively will carryforward indefinitely and are available to offset up to 80 % of future taxable income each year. The Company also had state NOL carryforwards of $ 428,696 and $ 238,951 as of December 31, 2024 and 2023, respectively, available to reduce future taxable income, if any. If not realized, the state NOLs will begin to expire in varying amounts beginning in 2035. Utilization of the net operating loss carryforwards may become subject to annual limitations due to ownership changes that could occur in the future as provided by Section 382 of the Internal Revenue Code of 1986, as amended, as well as similar state and foreign provisions. These ownership changes may limit the amount of the net operating loss and tax credit carryforwards that can be utilized annually to offset future taxable income. The Company has completed a Section 382 analysis through December 31, 2021 and determined that an ownership change occurred on August 23, 2013. No further ownership changes occurred through December 31, 2021. However, future ownership changes under Section 382 may limit the Company’s ability to fully utilize any remaining tax benefits. As of December 31, 2024 and 2023, we have undistributed earnings of our foreign subsidiaries of $ 43,266 and $ 24,586 , respectively, which we have indefinitely reinvested and for which we have not recognized deferred taxes. The amount of unrecognized deferred taxes associated with these unremitted earnings would not be significant at December 31, 2024 and 2023. 19. NET LOSS PER SHARE Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during each period. The holder of each share of common stock has the right to one vote for each share and is entitled to notice of any stockholders’ meeting and to vote upon certain events. F-37 Table of Contents ROCKET LAB USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (In thousands, except share and per share data) Diluted net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common and dilutive common equivalent shares outstanding for the period using the treasury-stock method or the as-converted method, or two-class method for participating securities, whichever is more dilutive. Potentially dilutive shares are comprised of common stock warrants, restricted stock units and stock options. For the years ended December 31, 2024, 2023 and 2022, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss and potentially dilutive shares being anti-dilutive. The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company for the years ended December 31, 2024, 2023 and 2022: Years Ended December 31, 2024 2023 2022 Numerator Net loss attributable to common stockholders-basic and diluted $ ( 190,175 ) $ ( 182,571 ) $ ( 135,944 ) Denominator Weighted average common shares outstanding-basic and diluted 495,929,861 481,768,060 466,214,095 Net loss per share attributable to common stockholders-basic and diluted $ ( 0.38 ) $ ( 0.38 ) $ ( 0.29 ) The following equity shares were excluded from the calculation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive for the years ended December 31, 2024, 2023 and 2022: December 31, 2024 2023 2022 Stock options and restricted stock units 28,913,838 26,889,125 29,943,937 Common stock warrants — 728,835 — Shares underlying our convertible senior notes 69,261,530 — — 20. SEGMENTS The Company’s CODM reviews financial information presented based on a management approach for the purposes of making operating decisions, assessing financial performance and allocating resources. The Company manages its business primarily based upon two operating segments, launch services and space systems. Each of these operating segments represents a reportable segment. Launch Services provides launch and launch related services to customers on a dedicated mission or ride share basis. Space systems is predominately comprised of spacecraft components and spacecraft manufacturing. Although some of the Company’s contracts with customers contain elements of space systems and launch services, each reporting segment is managed separately to better align with customer’s needs and the Company’s growth plans. The accounting policies of the various segments are the same as those described in Note 2. For contracts with customers that contain both space systems and launch services elements, revenues for each reporting segment are generally allocated based upon the overall costs incurred for each of the reporting segments in comparison to total overall costs of the contract. The following table shows information by reportable segment for the years ended December 31, 2024, 2023 and 2022: Years Ended December 31, 2024 2023 2022 Launch Services Space Systems Launch Services Space Systems Launch Services Space Systems Revenues $ 125,376 $ 310,838 $ 71,894 $ 172,698 $ 60,686 $ 150,310 Cost of revenues 90,786 229,279 63,827 129,356 67,640 124,366 Gross profit (loss) $ 34,590 $ 81,559 $ 8,067 $ 43,342 $ ( 6,954 ) $ 25,944 F-38 Table of Contents ROCKET LAB USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (In thousands, except share and per share data) The following table shows information by reportable segment by products and services for the years ended December 31, 2024, 2023 and 2022: Years Ended December 31, 2024 2023 2022 Launch Services Space Systems Launch Services Space Systems Launch Services Space Systems Products: Revenues $ — $ 289,851 $ — $ 156,560 $ — $ 133,103 Cost of revenues — 213,835 — 115,342 — 104,994 Gross profit $ — $ 76,016 $ — $ 41,218 $ — $ 28,109 Services: Revenues $ 125,376 $ 20,987 $ 71,894 $ 16,138 $ 60,686 $ 17,207 Cost of revenues 90,786 15,444 63,827 14,014 67,640 19,372 Gross profit (loss) $ 34,590 $ 5,543 $ 8,067 $ 2,124 $ ( 6,954 ) $ ( 2,165 ) Management does not regularly review either reporting segment’s total assets or operating expenses. This is because in general, the Company’s long-lived assets, facilities, and equipment are shared by each reporting segment. 21. CONCENTRATION OF CREDIT RISK, SIGNIFICANT CUSTOMERS AND GEOGRAPHIC INFORMATION Concentration of Credit Risk and Significant Customers The Company is subject to concentration of credit risk with respect to its cash, cash equivalents and accounts receivable. The Company maintains bank accounts in the United States, New Zealand and Canada and attempts to minimize by maintaining its cash, cash equivalents with major high credit quality financial institutions. From time to time cash balances held may exceed limits federally insured by the Federal Deposit Insurance Corporation. The Company has not experienced losses in such accounts and believes it is not exposed to any significant credit risk associated with these accounts. The services provided by Rocket Lab are to U.S. Government and commercial customers. The Company has a significant concentration of credit risk associated with its accounts receivables that is solely based on the good faith and credit of the U.S. Government. We extend differing levels of credit to commercial customers, do not require collateral deposits, and, when necessary, maintain reserves for potential credit losses based upon the expected collectability of accounts receivable. We manage credit risk related to our customers by following credit approval processes, establishing credit limits, performing periodic evaluations of credit worthiness and applying other credit risk monitoring procedures. As of December 31, 2024 and 2023, the Company’s customers that accounted for 10% or more of the total accounts receivable, net, were as follows: December 31, 2024 2023 Lockheed Martin Corporation 15 % * Dynetics Inc. 15 % * MDA Corporation * 21 % Northrop Grumman Space Systems * 20 % * Accounts receivable, net was less than 10% F-39 Table of Contents ROCKET LAB USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (In thousands, except share and per share data) For the years ended December 31, 2024, 2023 and 2022, the Company’s customers that accounted for 10% or more of the total revenue were as follows: December 31, 2024 2023 2022 MDA Corporation 23 % 13 % * Government Customer 11 % * * Northrop Grumman Space Systems * 13 % * * Revenue was less than 10% Geographic Information The Company’s consolidated revenues by geographic area based on customer billing location are as follows for the years ended December 31, 2024, 2023 and 2022: Years Ended December 31, 2024 2023 2022 Amount % of Total Revenues Amount % of Total Revenues Amount % of Total Revenues United States $ 268,326 61 % $ 184,748 76 % $ 164,593 78 % Canada 104,388 24 % 36,116 15 % 4,562 2 % Japan 30,684 7 % 10,457 4 % 15,306 7 % Rest of world 32,816 8 % 13,271 5 % 26,535 13 % Total $ 436,214 100 % $ 244,592 100 % $ 210,996 100 % Long-lived assets, which consists of property, plant and equipment, net, leased right-of-use assets, intangible assets, net and goodwill, by geographic area are as follows as of December 31, 2024 and 2023: December 31, 2024 2023 Amount % of Long- Lived Assets Amount % of Long- Lived Assets United States $ 346,383 88 % $ 308,718 86 % New Zealand 42,090 11 % 45,575 13 % Canada 4,082 1 % 4,618 1 % Total $ 392,555 100 % $ 358,911 100 % 22. RELATED PARTY TRANSACTIONS As of December 31, 2024 and 2023, there are no amounts due to or from related parties. F-40 Table of Contents ROCKET LAB USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (In thousands, except share and per share data) 23. SUBSEQUENT EVENTS Preferred Stock Exchange The Company entered into an exchange agreement dated December 3, 2024 with The Equatorial Trust (the “Trust”), a family trust established by Sir Peter Beck (“Sir Peter”), the Company’s Founder, President, Chief Executive Officer and Chairman, to exchange (the “Preferred Stock Exchange”) 50,951,250 shares of the Company’s common stock into 50,951,250 shares of the Company’s Series A Convertible Participating Preferred Stock, $ 0.0001 par value per share (the “Preferred Stock”). On January 7, 2025, the Preferred Stock Exchange was consummated (the “Closing”) and the Company filed the Certificate of Designation for the Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, which became effective upon filing. At the Closing, the Company issued 50,951,250 shares of Preferred Stock to the Trust. The Preferred Stock has the rights and restrictions set forth in a Certificate of Designation. Each share of Preferred Stock is convertible at any time at the option of the holder of the Preferred Stock (a “Holder”) into a number of shares of Common Stock at the then-applicable conversion rate (the “Conversion Rate”). In addition, each share of Preferred Stock automatically converts into a number of shares of Common Stock at the Conversion Rate upon the earliest to occur of (a) a transfer of such share (other than to a Permitted Transferee), (b) the first date on which Sir Peter no longer serves as (i) the Chief Executive Officer of the Company or (ii) such other executive officer position of the Company as approved by the Board, (c) Sir Peter’s death or permanent disability, or (d) the first date on which the outstanding shares of Preferred Stock no longer represent a minimum beneficial ownership by Sir Peter of five percent. A “Permitted Transferee” is defined in the Certificate of Designation and includes Sir Peter and his controlled affiliates. The Preferred Stock is not redeemable by the Company at any time. The Certificate of Designation also provides that for so long as any shares of Preferred Stock are outstanding, the Holders, voting exclusively and as a separate class, will be entitled to designate and elect at least one individual to serve on the Board as a director (a “Preferred Stock Director”). In the event the Board increases its size to more than ten members, the Holders are entitled to designate and elect, voting exclusively and as a separate class, one or more additional Preferred Stock Directors in order to maintain the right to elect ten percent of the total number of authorized directorships, rounded up to the nearest whole number. The right to designate a Preferred Stock Director is nontransferable. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, after the satisfaction in full of the Company’s debts and the payment of any liquidation preference ranking senior to the Preferred Stock, Holders are entitled to receive an amount equal to $ 0.0001 per share of Preferred Stock. Following the payment of the full amount of the liquidation preference in respect of all outstanding shares of Preferred Stock, Holders participate pari passu with the holders of the Common Stock (on an as-if-converted-to-Common-Stock basis) in the net assets of the Company. F-41 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. Rocket Lab USA, Inc. Date: February 27, 2025 By: /s/ Peter Beck Peter Beck President, Chief Executive Officer and Chairman Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Name Position Date /s/ Peter Beck President, Chief Executive Officer and Chairman February 27, 2025 Peter Beck (Principal Executive Officer) /s/ Adam Spice Chief Financial Officer February 27, 2025 Adam Spice (Principal Financial Officer and Principal Accounting Officer) /s/ Nina Armagno Director February 27, 2025 Nina Armagno /s/ Edward Frank Director February 27, 2025 Edward Frank /s/ Matthew Ocko Director February 27, 2025 Matthew Ocko /s/ Jon Olson Director February 27, 2025 Jon Olson /s/ Kenneth Possenriede Director February 27, 2025 Kenneth Possenriede /s/ Merline Saintil Director February 27, 2025 Merline Saintil /s/ Alex Slusky Director February 27, 2025 Alex Slusky