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Item 7. Management’s Discussion and Analysis

2026-02-26 compared with 2025-02-27 · 128 added, 90 removed, 249 unchanged (47% of the section changed)

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We deliver reliable launch services, spacecraft design services, spacecraft components, spacecraft manufacturing and other spacecraft and on-orbit management solutions that make it faster, easier and more affordable to access space.

While our business has historically been centered on the development of small-class launch vehicles and the 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.

While our business has historically been centered on the manufacture of small-class launch vehicles and the related sale of launch services, we are currently innovating in the areas of medium-class launch vehicle and launch services, space systems design and manufacturing, on-orbit management solutions, and space data applications.

Each of these initiatives addresses a critical component of the end-to-end solution and our value proposition for the space economy:

• Launch Services is the design, manufacture, and launch of orbital rockets to deploy payloads to various Earth orbits and interplanetary destinations.

• Space Systems is the design and manufacture of spacecraft components and spacecraft program management services, space data applications and mission operations.

• Space Systems is the design and manufacture of spacecraft, spacecraft components and spacecraft program management services, space data applications, mission operations and optical systems.

Electron is our orbital small launch vehicle that was designed from the ground up to accommodate a high launch rate business model to meet the growing and dynamic needs of our customers for small launch services.

Since its maiden launch in 2017, Electron has become the leading small spacecraft launch vehicle delivering over 200 spacecraft to orbit for government and commercial customers across 75 successful missions through December 31, 2025.

In 2024, Electron was the second most frequently orbital launched rocket by companies operating in the United States and the second most frequent orbital launcher globally.

In 2025, Electron was the second most frequently launched orbital rocket.

Our launch services program has seen us develop many industry-leading innovations, including 3D printed electric turbo-pump rocket engines, fully carbon composite first stage fuel tanks, a private orbital launch complex, a rocket stage that can be configured to convert into a highly capable spacecraft on orbit, and the potential ability to successfully recover a stage from space, providing a path to reusability.

In March 2021, we announced plans to develop our reusable-ready medium-capacity Neutron launch vehicle that will increase the payload capacity of our space launch vehicles to approximately 15,000 kg for expendable launches to low Earth orbit and lighter payloads for reusable configurations and into higher orbits.

In March 2021, we announced plans to develop our reusable-ready medium-capacity Neutron launch vehicle that will increase the payload capacity of our space launch vehicles to approximately 13,000 kg for reusable configuration launches to low Earth orbit and support lighter payloads for higher orbits.

Neutron will be tailored for commercial and U.S.

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We expect to be able to leverage Electron’s flight heritage across various vehicle subsystems designs, launch complexes and ground station infrastructure.

Our space systems initiatives are supported by the design and manufacture of our spacecraft family along with a range of components, software and services for spacecraft, including reaction wheels, star trackers, radios, separation systems, solar solutions, command and control spacecraft software, high voltage space grade battery solutions, and additional products in development to serve a wide variety of sub-system functions.

We entered this market with our acquisition of leading spacecraft components manufacturer Sinclair Interplanetary, and have since expanded our market participation with the acquisitions of Planetary Systems Corporation, SolAero Technologies Corp.

and aerospace software firm Advanced Solutions, Incorporated.

Our space systems initiatives are supported by the design and manufacture of our spacecraft family along with a range of components, software and services for spacecraft, including reaction wheels, star trackers, radios, separation systems, solar solutions, command and control spacecraft software, high voltage space grade battery solutions, optical solutions and additional products in development to serve a wide variety of sub-system functions.

Each of these strategic acquisitions brought incremental vertically-integrated capabilities for our own spacecraft family and also enabled Rocket Lab to deliver high-volume manufacturing of critical spacecraft components and software solutions at scale prices to the broader spacecraft merchant market.

Our spacecraft family, which are configurable for a range of low Earth orbit, medium Earth orbit, geosynchronous orbit and interplanetary missions enable us to offer an end-to-end mission solution encompassing launch, full spacecraft manufacturing, ground services and mission operations to provide customers with streamlined access to orbit with Rocket Lab as a single mission partner.

Our spacecraft family, which are configurable for a range of low Earth orbit, medium Earth orbit, geosynchronous orbit and interplanetary missions enable us to offer an end-to-end mission solution encompassing launch, full spacecraft manufacturing, ground services, mission operations and optical systems to provide customers with streamlined access to orbit with Rocket Lab as a single mission partner.

Recent Developments

Space Development Agency Tracking Layer Tranche 3

On December 17, 2025, we entered into an agreement with the Space Development Agency (“SDA”) to design, manufacture and provide operations and sustainment for 18 satellites for the Tracking Layer Tranche 3 program (“Tranche 3”) under the Proliferated Warfighter Space Architecture.

The contract with SDA has a total potential value of $816 million, which includes a base amount of $806 million and options totaling $10 million.

Work under the agreement will begin immediately with final delivery of the satellites for launch expected in 2029.

Neutron Update

We continue to make significant progress across Neutron’s structures and infrastructure at our LC-3 facility in Virginia.

Archimedes engine qualification continues at Rocket Lab’s engine test site at the Stennis Space Center in Mississippi.

Performance iterations on the production line have resulted in mass reductions of more than 200kg per engine.

We introduced our proposed modified barge, that will be customized to enable landings at sea for our reusable Neutron rocket.

Based on our evaluation of progress to date and necessary testing, engineering, qualification and manufacturing and infrastructure milestones still necessary to be achieved, we continue to plan for the debut launch of Neutron in the second half of 2025, although uncertainty remains in the complex development cycle of a new launch vehicle which could result in our targeted timeline for first launch slipping further.

We continue to make significant progress in the development of the Neutron launch vehicle.

Neutron qualification testing of flight hardware from large structures through to component level systems is ongoing.

Several major vehicle structures have completed successful qualification and are moving into final integration and test phase, including the fairing, second stage, and thrust structure.

An unanticipated failure during qualification testing of the first stage tank occurred in January 2026 and this has impacted the expected timing of Neutron’s first launch.

Based on our evaluation of necessary time to produce a new tank and complete robust testing of the tank as well as the Archimedes engine, and qualification of remaining systems and hardware, Neutron’s first launch is now targeted for Q4 2026.

However, risk and uncertainty remains in the complex development cycle of a new launch vehicle which could impact our current best estimate of a targeted timeline for first launch.

Key Factors Affecting Our Performance

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Our future results will depend on the success of the development and commercial acceptance of our Neutron medium-capacity launch vehicle.

While we have made significant progress across Neutron’s structures and infrastructure to date, including engine testing and initial production execution, the commercial development of a new launch vehicle is inherently time consuming and involves numerous risks throughout the engineering and manufacturing development cycle, any of which could create delays in reaching the initial launch and future launches of the completed vehicle.

In addition, even if we succeed in developing Neutron consistent with our targeted timeline, we could be unsuccessful in developing the ability to produce these launch vehicles in quantities and with the necessary quality manufacturing system that ensures each vehicle and engines perform as required.

While we have made significant progress across Neutron’s structures and infrastructure to date, including engine testing and initial production execution, the commercial development of a new launch vehicle is inherently time consuming and involves numerous risks throughout the engineering and manufacturing development cycle, hardware and systems testing, and infrastructure readiness, any of which could create further delays in reaching the initial launch and future launches of the completed vehicle.

In addition, even if we succeed in developing Neutron to a successful initial launch, we could be unsuccessful in developing the ability to produce these launch vehicles in quantities and with the necessary quality manufacturing system that ensures each vehicle and engines perform as required or meet our expectations for future launch cadence.

Any delay in the production of the Neutron launch vehicle or in our ability to produce these launch vehicles at our expected rate of production and with a reliable quality management system could have a material impact on customer acceptance as well as our future revenue, financial condition and results of operations.

Additionally, delays or setbacks in Neutron development may require more research, development and capital expenditures than we currently anticipate, which could adversely affect our liquidity and capital resources in future periods.

Additional delays or setbacks in Neutron development may require more research, development and capital expenditures than we currently anticipate, which could adversely affect our liquidity and capital resources in future periods.

Ability to sell additional launch services, space systems service and spacecraft components to new and existing customers

Our results will be impacted by our ability to sell our launch services, space systems services, and spacecraft components to new and existing customers.

We have successfully launched Electron 54 times delivering over 200 spacecraft to orbit, including one suborbital launch, through December 31, 2024.

We have flight hardware and spacecraft that have flown on over 1,800 missions, including legacy missions enabled by Sinclair Interplanetary (acquired April 2020), Advanced Solutions, Incorporated (acquired October 2021), Planetary Systems Corporation (acquired November 2021) and SolAero Technologies Corp.

(acquired January 2022).

We have successfully launched Electron 75 times delivering over 200 spacecraft to orbit, including suborbital launches, through December 31, 2025.

(acquired January 2022) and GEOST (acquired August 2025).

Our growth opportunity is dependent on our ability to expand our addressable launch services market with larger volumetric and higher mass payload capabilities of our in-development medium-capacity Neutron launch vehicle, which will address large commercial and government constellation launch opportunities.

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We built approximately 11 Electron launch vehicles in 2023, approximately 14 Electron launch vehicles in 2024 and approximately 24 Electron launch vehicles in 2025.

We launched nine Electron vehicles in 2022, ten Electron vehicles in 2023 and 16 Electron vehicles in 2024.

Growth rates between launches and total launch service revenue are not perfectly correlated because our total revenue is affected by other variables, such as the revenue per launch, which can vary considerably based on factors such as unique orbit and insertion requirements, payload handling needs, launch location, time sensitivity of mission completion and other factors.

We launched ten Electron vehicles in 2023, 16 Electron vehicles in 2024 and 21 Electron vehicles in 2025.

Revenue Growth

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This year-on-year increase primarily resulted from increased revenues in our organic space system products and services representing growth of $91.9 million and higher launch cadence that delivered growth of $73.7 million.

Revenue and Cost Value Per Launch

Revenue value per launch represents the average revenue per launch contract attributable to launches that occurred during a period, regardless of when the revenue was recognized.

Revenue value per launch can be a useful metric to provide insight into general competitiveness and price sensitivity in the marketplace.

Revenue value per launch can vary considerably, based on factors such as unique orbit and insertion requirements, payload handling needs, launch location, time sensitivity of mission completion and other factors, and as such may not provide absolute clarity with regards to pricing and competitive dynamics in the marketplace.

For the years ended December 31, 2024, 2023 and 2022, our revenue value per launch was $7.8 million, $7.1 million and $6.7 million, respectively.

Revenue and Cost Per Launch

Revenue per launch represents the average transaction price attributable to launch contract performance obligations during the period in which the launch occurs, regardless of whether the revenue is recognized as point-in-time or over-time method of revenue recognition.

This metric provides insight into general competitiveness and price sensitivity in the marketplace.

Revenue per launch can vary considerably, based on factors such as unique orbit and insertion requirements, payload handling needs, launch location, time sensitivity of mission completion and other factors, and as such may not provide absolute clarity with regards to pricing and competitive dynamics in the marketplace.

Cost per launch is calculated by taking actual costs of the launch vehicles that occur in the period, regardless of whether the costs were recognized at point-in-time or over-time method and all period costs in the period of launch.

For the years ended December 31, 2025, 2024 and 2023, our revenue per launch was $8.5 million, $7.8 million and $7.1 million, respectively.

Meanwhile, cost per launch was $4.8 million, $5.7 million and $7.0 million for the years ended December 31, 2025, 2024 and 2023, respectively.

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Contracts for launch services and spacecraft builds typically include termination rights that may be exercised by customers upon advanced notice and payment of a specified termination fee.

As of December 31, 2024, our backlog totaled $1,067.0 million, of which $680.7 million is related to space systems and $386.3 million is related to launch services.

Our backlog increased from $1,067.0 million as of December 31, 2024 to $1,847.3 million as of December 31, 2025, of which $1,371.7 million is related to space systems and $475.6 million is related to launch services.

The increase was primarily a result of continued bookings during the period, which includes the SDA Tranche 3 contract signed in December 2025, and the acquisition of GEOST, partially offset by recognizing revenue on contracts during the period.

Components of Results of Operations

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Selling, General and Administrative

Selling, general and administrative expenses consist primarily of personnel-related expenses for our sales, marketing, supply chain, finance, legal, human resources and administrative personnel, as well as the costs of customer service, information technology, risk management and related insurance, travel, allocated overhead and other marketing, communications and administrative expenses.

Selling, general and administrative expenses consist primarily of personnel-related expenses for our sales, marketing, supply chain, finance, legal, human resources and administrative personnel, as well as the costs of customer service, information technology, risk management and related insurance, travel, allocated overhead, other marketing, communications, administrative and transaction expenses.

We also expect to further invest in our corporate infrastructure and incur additional expenses associated with operating as a public company, including increased legal and accounting costs, investor relations and compliance costs.

As a result, we expect that selling, general and administrative expenses will increase in absolute dollars in future periods but decline as a percentage of total revenue over time.

Interest Income (Expense), Net

Interest income (expense), net consists primarily of interest expense incurred on debt and interest income earned on our cash and cash equivalents, short-term investments balances and marketable securities.

Interest Expense

Interest expense consists primarily of interest expense on our loan agreements, amortization of debt issuance costs and finance lease interest.

Interest Income

Interest income consists primarily of interest income on our cash and cash equivalents, marketable securities and customer financing.

Loss on Foreign Exchange

Gain (loss) on foreign exchange relates to currency fluctuations that generate foreign exchange gains or losses on invoices denominated in currencies other than the United States (“U.S.”) Dollar.

Change in Fair Value of Liability Classified Warrants

Change in fair value of liability classified warrants relates to changes in the fair value of warrant liabilities.

Other Income (Expense), Net

Other income (expense), net consists primarily of change in the fair value of contingent consideration, loss on extinguishment of debt, gain or loss on disposal of assets and accretion of marketable securities purchased at a discount.

Results of Operations

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Other income (expense):

Interest expense, net (3,954) (0.9) % (4,248) (1.7) % (7,799) (3.7) %

Interest expense (26,489) (4.4) % (26,179) (6.0) % (17,525) (7.1) %

Interest income 25,512 4.2 % 22,225 5.1 % 13,277 5.4 %

Loss on foreign exchange (463) (0.1) % (87) — % (470) (0.2) %

Change in fair value of liability classified warrants — — % — — % 13,482 6.4 %

Other income, net 4,381 0.7 % 4,431 1.0 % 3,715 1.5 %

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Loss before income taxes (225,897) (37.7) % (189,411) (43.5) % (178,921) (73.2) %

Provision for income taxes (764) (0.2) % (3,650) (1.5) % (2,998) (1.4) %

Benefit (provision) for income taxes 27,688 4.6 % (764) (0.2) % (3,650) (1.5) %

Net loss $ (198,209) (33.1) % $ (190,175) (43.7) % $ (182,571) (74.7) %

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Revenue increased by $165.6 million, or 38%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

Space systems revenue was $310.8 million for the year ended December 31, 2024, an increase of $138.1 million, or 80%, primarily due to spacecraft manufacturing growth.

Launch services revenue was $125.4 million for the year ended December 31, 2024, an increase of $53.5 million, or 74%, primarily due to a higher launch cadence, with 16 launch missions completed in the year ended December 31, 2024, versus ten launch mission completed in the year ended December 31, 2023.

Space systems revenue was $402.8 million for the year ended December 31, 2025, an increase of $91.9 million, or 30%, primarily due to spacecraft manufacturing growth, partially offset by a net $7.9 million downward cumulative catch-up adjustment to revenue primarily related to changes in the estimated costs to complete an individual contract.

Launch services revenue was $199.0 million for the year ended December 31, 2025, an increase of $73.7 million, or 59%, primarily due to a higher launch cadence, with 21 launch missions completed in the year ended December 31, 2025, versus 16 launch mission completed in the year ended December 31, 2024, higher revenue per launch, revenue recognized on over-time Electron launch missions and increase in other launch revenue, which includes termination and study revenue.

Cost of Revenues

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Launch Service cost of revenues was $117.8 million for the year ended December 31, 2025, an increase of $27.0 million, or 30%, primarily due to a higher launch cadence referenced above.

Cost of revenues for the year ended December 31, 2024 decreased to 73% of total revenue as compared to 79% for the year ended December 31, 2023.

Research and Development, Net

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Selling, general and administrative $ 165,303 $ 131,556 $ 33,747 26 %

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

Interest Expense, Net

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

Interest Expense

Years Ended December 31,

(in thousands, except percentages) 2025 2024 $ Change % Change

Interest expense, net $ (3,954) $ (4,248) $ 294 (7) %

Interest expense, net of interest income decreased by $0.3 million, or 7%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to an increase of interest income from increased money market account balances and decreased interest expense on secured borrowings, partially offset by interest expense incurred on senior convertible notes.

Interest expense $ (26,489) $ (26,179) $ (310) 1 %

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

Interest Income

Years Ended December 31,

(in thousands, except percentages) 2025 2024 $ Change % Change

Interest income $ 25,512 $ 22,225 $ 3,287 15 %

Interest income increased by $3.3 million, or 15%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to higher cash and cash equivalents balances held in interest bearing accounts.

Loss on Foreign Exchange

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Loss on foreign exchange $ (463) $ (87) $ (376) 432 %

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

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

Other Income, Net

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Other income, net $ 4,381 $ 4,431 $ (50) (1 %)

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

Provision for Income Taxes

Other income decreased by $0.1 million, or 1%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

In 2025, other income, net consisted primarily of a $10.6 million change in the fair value of contingent consideration and $2.2 million in accretion of marketable securities purchased at a discount, partially offset by a $5.9 million loss on extinguishment of debt and a $2.6 million loss on disposal of assets.

In 2024, other income, net consisted primarily of $2.9 million in accretion of marketable securities purchased at a discount and a $2.8 million gain on disposal of assets, partially offset by a $1.3 million loss on extinguishment of debt.

Benefit (Provision) for Income Taxes

Years Ended December 31,

(in thousands, except percentages) 2025 2024 $ Change % Change

Provision for income taxes $ (764) $ (3,650) $ 2,886 (79) %

We recorded income tax expense of $0.8 million and $3.7 million for the years ended December 31, 2024 and 2023, respectively.

Benefit (provision) for income taxes $ 27,688 $ (764) $ 28,452 (3,724) %

We recorded income tax benefit of $27.7 million for the year ended December 31, 2025 and income tax expense of $0.8 million for the year ended December 31, 2024.

The effective tax rate was 12.3% for the year ended December 31, 2025, compared to (0.4)% for the year ended December 31, 2024.

The effective tax rate differs from the federal statutory rate due primarily to a full valuation allowance against our U.S.

deferred tax assets.

The 2025 effective tax rate differs from the federal statutory rate due primarily to increases in the U.S.

valuation allowance on our deferred tax assets, net of the release of the valuation allowance related to the GEOST acquisition, as well as the impact of stock based compensation deductions, and foreign income taxed at different rates.

Comparison of the Years Ended December 31, 2024 and 2023

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Revenue increased by $191.6 million, or 78%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

Launch services revenue was $71.9 million for the year ended December 31, 2023, an increase of $11.2 million, or 18%, primarily due to a higher launch cadence, with ten launch missions completed in the year ended December 31, 2023, versus nine launch mission completed in the year ended December 31, 2022.

Space systems revenue was $310.8 million for the year ended December 31, 2024, an increase of $138.1 million, or 80%, primarily due to spacecraft manufacturing growth.

Cost of Revenues

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Cost of revenues increased by $126.9 million, or 66%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

Launch Service cost of revenues was $63.8 million for the year ended December 31, 2023, a decrease of $3.8 million, or 6%, primarily due to a release of a $4.1 million provision for contract losses and a $2.1 million benefit from non-recurring employee retention credit, offset by the higher launch cadence referenced above.

Space systems cost of revenue was $229.3 million for the year ended December 31, 2024, an increase of $99.9 million, or 77%, primarily due to spacecraft manufacturing growth.

Launch Service cost of revenues was $90.8 million for the year ended December 31, 2024, an increase of $27.0 million, or 42%, primarily due to a higher launch cadence referenced above.

Cost of revenues for the year ended December 31, 2024 decreased to 73% of total revenue as compared to 79% for the year ended December 31, 2023.

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Research and development, net $ 174,394 $ 119,054 $ 55,340 46 %

Research and development expense increased by $53.9 million, or 83%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to Neutron development progress, increased staff cost as a result of hiring and prototype spend focused on expanding our Photon and spacecraft components product portfolio.

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

Selling, General and Administrative

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Selling, general and administrative $ 131,556 $ 110,273 $ 21,283 19 %

Selling, general and administrative expense increased by $21.2 million, or 24%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to expanding our business development initiatives which drove higher staff related costs, increased professional services costs associated with our recent transition to large accelerated filer status, a $2.6 million increase in stock-based compensation and facility related expense.

Interest Income (Expense), Net

Interest Expense

Years Ended December 31,

(in thousands, except percentages) 2024 2023 $ Change % Change

Interest income (expense), net $ (4,248) $ (7,799) $ 3,551 (46) %

Interest expense, net of interest income decreased by $3.6 million, or 46%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to an increase of interest income on marketable securities and money market funds, partially offset by increased interest expense on our floating rate term loan from Hercules.

Loss on Foreign Exchange

Interest expense $ (26,179) $ (17,525) $ (8,654) 49 %

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

Interest Income

Years Ended December 31,

(in thousands, except percentages) 2024 2023 $ Change % Change

Interest income $ 22,225 $ 13,277 $ 8,948 67 %

Interest income increased by $8.9 million, or 67%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to higher cash and cash equivalents balances held in interest bearing accounts.

Loss on Foreign Exchange

Loss on foreign exchange decreased by $4.0 million, or 89%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to our New Zealand intercompany loan denominated in New Zealand Dollar.

On July 1, 2022, the Company determined the New Zealand intercompany loan was not expected to be repaid and started recording foreign exchange impact on this intercompany loan to foreign currency translation adjustments.

Change in Fair Value of Liability Classified Warrants

Years Ended December 31,

(in thousands, except percentages) 2024 2023 $ Change % Change

Change in fair value of liability classified warrants $ — $ 13,482 $ (13,482) (100) %

Change in fair value of liability classified warrants income was $13.5 million for the year ended December 31, 2022 as a result of the change in fair value of liability classified warrants assumed in connection with the Business Combination that were redeemed in January 2022.

The Company had no liability classified warrants as of December 31, 2023.

Other Income (Expense), Net

Loss on foreign exchange $ (87) $ (470) $ 383 (81) %

Other Income, Net

Years Ended December 31,

(in thousands, except percentages) 2024 2023 $ Change % Change

Other income (expense), net $ 3,715 $ 1,010 $ 2,705 268 %

Other income increased by $2.7 million, or 268%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to accretion of marketable securities purchased at a discount.

Benefit (Provision) for Income Taxes

Other income, net $ 4,431 $ 3,715 $ 716 19 %

Provision for Income Taxes

Years Ended December 31,

(in thousands, except percentages) 2024 2023 $ Change % Change

Benefit (provision) for income taxes $ (3,650) $ (2,998) $ (652) 22 %

Provision for income taxes $ (764) $ (3,650) $ 2,886 (79) %

We recorded income tax expense of $0.8 million and $3.7 million for the years ended December 31, 2024 and 2023, respectively.

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Our primary requirements for liquidity and capital are for investment in new products and technologies, the expansion of existing manufacturing facilities, working capital, debt service, acquisitions of complementary businesses, products or technologies and general corporate needs.

Historically, these cash requirements have been met through the net proceeds we received through private sales of equity securities and convertible senior notes, borrowings under our credit and equipment financing facilities, net proceeds received in the Business Combination and payments received from customers.

We believe that our existing cash and cash equivalents and payments from customers will be sufficient to meet our working capital and capital expenditure needs for at least the next twelve months, although we may choose to take advantage of opportunistic capital raising or refinancing transactions at any time primarily for the purposes noted above.

We believe that our existing cash, cash equivalents, marketable securities and payments from customers will be sufficient to meet our working capital and capital expenditure needs for at least the next twelve months, although we may choose to take advantage of opportunistic capital raising or refinancing transactions at any time primarily for the purposes noted above.

We will continue to invest in increasing production and expanding our product offerings through acquisitions.

Material Cash Requirements

As of December 31, 2024, we had outstanding $58.3 million in aggregate principal amount of indebtedness under our equipment financing agreement, of which $12.0 million was scheduled to become due in the following twelve months.

As of December 31, 2025, our total minimum lease payments was $151.0 million, of which $17.9 million is due in the following twelve months.

For details regarding our indebtedness and lease obligations at December 31, 2024, refer to Note 12, Loan Agreements, and Note 16, Leases, to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

For details regarding our lease obligations at December 31, 2025, refer to Note 16, Leases, to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Our capital expenditures for the fiscal year ended December 31, 2025 were $156.3 million.

Our future capital requirements will depend on many factors, including our launch cadence, traction in the market with our space systems offerings, the expansion of sales and marketing activities, the timing and extent of spending to support product development efforts, the introduction of new and enhanced products, the continuing market adoption of our products, the timing and extent of additional capital expenditures to invest in existing and new office spaces and the number of acquisitions of complementary businesses, products or technologies we pursue, if any.

We may be required to seek additional equity or debt financing or take advantage of opportunistic capital raising or financing transactions primarily for the purposes noted above.

We may be required to seek additional equity or debt financing or we may choose to take advantage of opportunistic capital raising or financing transactions primarily for the purposes noted above.

In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all.

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As of December 31, 2025, the effective interest rate under the Notes was 5.0%.

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 $120.0 million (the “Conditional Commitment”), with advances (“Draws”) to be made as follows:

(i) $70 million on the Effective Date (the “Effective Date Draw”);

and (ii) $40 million 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 million to be drawn in not more than three advances of at least $10 million each at the Borrowers’ option no later than the date that is 18 months after the Effective Date;

and (y) $20 million to be drawn at Borrower’s option between January 1, 2025 and June 30, 2025 (such date, the “Termination Date”), subject to customary conditions.

As of December 31, 2024 the effective interest rate under the Loan Agreement was 14.9%.

As of December 31, 2024, there was $58.3 million principal outstanding under the Loan Agreement, of which $12.0 million is classified as current in the Company’s consolidated balance sheets, with the remainder classified as long-term borrowing.

In addition, the Company has financing agreements with $1.7 million outstanding as of December 31, 2025.

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

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Cash Flows from Operating Activities

Net cash used in operating activities for the year ended December 31, 2024 of $48.9 million, which consisted of $190.2 million in operating loss, $95.5 million non-cash expense and $45.8 million in cash provided by operating assets and liabilities.

Included in the non-cash activities are $56.8 million in stock-based compensation expense and $33.7 million in depreciation and amortization.

Included in the cash provided by operating assets and liabilities are $76.9 million in contract liabilities, $24.8 million in trade payables, $9.1 million in accrued expenses and $7.6 million in prepaids and other assets, offset by cash used in operating assets and liabilities including $50.2 million in contract assets, $12.9 million in other non-current assets and $12.4 million in inventories.

Net cash used in operating activities for the year ended December 31, 2025 of $165.5 million, which consisted of $198.2 million in net loss, $91.5 million non-cash expense and $58.8 million in cash used in operating assets and liabilities.

Included in the non-cash activities are $71.1 million in stock-based compensation expense and $43.9 million in depreciation and amortization, partially offset by $30.7 million in deferred income taxes.

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

Cash Flows from Investing Activities

Cash used in investing activities for the year ended December 31, 2024 of $98.3 million was primarily driven by capital equipment and infrastructure investments of $67.1 million and net cash used related to purchases, maturities and sales of marketable securities of $43.8 million.

These capital investments included the purchases of equipment, including additive manufacturing or 3D printers and milling machines, and tenant improvements to support Neutron production and space systems infrastructure.

Cash used in investing activities was partially offset by $12.5 million of net proceeds on disposal of assets, primarily related to the sale of a helicopter.

Cash used in investing activities for the year ended December 31, 2025 of $347.4 million was primarily driven by capital equipment and infrastructure investments of $156.3 million, cash paid for the GEOST acquisition of $132.4 million and net cash used related to purchases, maturities and sales of marketable securities of $59.1 million.

Cash Flows from Financing Activities

Cash provided by financing activities for the year ended December 31, 2024 of $256.7 million was primarily related to $355.0 million of proceeds from the issuance of convertible senior notes, partially offset by $51.7 million of repayments on Trinity Loan Agreement, $43.2 million purchase of capped calls related to the issuance of convertible senior notes and $12.2 million of debt issuance costs.

Cash provided by financing activities for the year ended December 31, 2025 of $1,071.3 million was primarily related to $1,119.5 million of net proceeds from the issuance of common stock under the ATM Equity Offerings and $11.0 million in proceeds from our Employee Stock Purchase Plan, partially offset by $61.5 million net cash outflows related to debt activities.

Critical Accounting Policies and Estimates

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Due to the nature of the work performed under spacecraft construction contracts, the estimation of physical and technical progress requires judgment and is subject to many variables including but not limited to actual progress and costs incurred, labor productivity, changes in cost and availability of materials.

Significant estimates and assumptions are made in estimating contract costs.

At the outset of an over-time contract, we identify and monitor risks related to technical, schedule, and cost aspects of the contract, as well as our ability to earn variable consideration.

These risks are assessed throughout the contract period and may result in changes to our estimates of the transaction price or total costs to complete the contract.

When such changes occur, we recognize cumulative adjustments to revenue and profit in the period the changes are identified, reflecting the inception-to-date effect of the revised estimates.

These adjustments may favorably or unfavorably impact our gross margin.

For the impacts of changes in estimates on our consolidated statements of operations and comprehensive loss, see Note 3 to the consolidated financial statements.

If our actual costs exceed our estimates, our margins and profits are reduced and we could incur a provision for contract loss.

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• Expected volatility .

Our 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 our common stock and a pool of public companies that are comparable to us.

The volatility is based on the weighted average historical volatilities of our common stock and a pool of public companies that are comparable to us.

Expected volatility represents the estimated volatility of the shares over the expected life of the options.

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Actual future operating results and the underlying amount and type of income could differ materially from our estimates, assumptions and judgments thereby impacting its consolidated financial position and results of operations.

Business Combinations

The results of businesses acquired in a business combination are included in our consolidated financial statements from the date of the acquisition.

The Company uses the acquisition method of accounting for business combinations and recognizes assets acquired and liabilities assumed measured at their fair values on the date acquired.

Goodwill is measured as of the acquisition date as the excess of consideration transferred over the net acquisition date fair value of the assets acquired and the liabilities assumed.

The determination of fair values of identifiable assets and liabilities requires estimates and the use of valuation techniques when fair value is not readily available and requires a significant amount of management judgment.

We perform valuations of assets acquired and liabilities assumed and allocate the purchase price to its respective assets and liabilities.

Determining the fair value of assets acquired and liabilities assumed requires us to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates and selection of comparable companies.

The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination.

In certain business combinations, we may agree to pay contingent consideration based on the future performance of the acquired business.

Contingent consideration is measured at fair value as of the acquisition date and included as part of the total purchase price.

Subsequent changes in the fair value of contingent consideration are recognized in earnings in the period of the change.

The determination of the fair value of contingent consideration requires significant judgment and estimates, including projections of future financial performance, discount rates and volatility assumptions.

These estimates are inherently uncertain, as they rely on forward-looking assumptions about our business and market conditions.

Changes in these assumptions can materially impact the fair values assigned to identifiable intangible assets, goodwill and amortization expense.

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations.

We test goodwill for impairment at least annually during the fourth fiscal quarter, or more frequently if indicators of impairment exist during the fiscal year.

Events or circumstances which could trigger an impairment review include a significant adverse change in legal factors or in the business climate, loss of key customers, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of our use of the acquired assets or the strategy for our overall business, significant negative industry or economic trends or significant underperformance relative to expected historical or projected future results of operations.

When testing goodwill for impairment, we first performs a qualitative assessment.

If we determine it is more likely than not that a reporting unit’s fair value is less than its carrying amount, then a one-step impairment test is required.

If we determines it is not more likely than not a reporting unit’s fair value is less than its carrying amount, then no further analysis is necessary.

To identify whether a potential impairment exists, we compare the estimated fair value of the reporting unit with its carrying amount, including goodwill.

If the estimated fair value of the reporting unit exceeds its carrying amount, goodwill is not considered to be impaired.

If, however, the fair value of the reporting unit is less than its carrying amount, then such balance would be recorded as an impairment loss.

There was no impairment of goodwill during the years ended December 31, 2025, 2024 and 2023.

We performed our most recent qualitative analysis as of October 1, 2025, where we determined the fair value of our reporting unit with goodwill substantially exceeded its carrying value.

Guarantor Information

In connection with the Reorganization, on May 23, 2025, the Company, Rocket Lab USA and U.S.

Bank Trust Company, National Association (the “Trustee”) entered into the first supplemental indenture (the “Supplemental Indenture”) to the indenture, dated as of February 6, 2024, between Rocket Lab USA and the Trustee (the “Indenture”), governing the Convertible Notes in order to (i) provide for subsequent conversions of our convertible senior notes in the manner set forth in Section 5.09 of the Indenture, (ii) provide for subsequent adjustments to the Conversion Rate pursuant to Section 5.05(A) of the Indenture in a manner consistent with Section 5.09 of the Indenture, (iii) provide for the full and unconditional guarantee of the obligations of Rocket Lab USA under our convertible senior notes and the Indenture and (iv) make such other changes as are appropriate to preserve the economic interests of the holders and to give effect to the provisions of Section 5.09(A) of the Indenture.

As of December 31, 2025, there was $155.7 million aggregate principal amount of issued and outstanding convertible senior notes of Rocket Lab USA that are fully and unconditionally guaranteed by the Company.

Accordingly, pursuant to Rule 3-10 of Regulation S-X, separate consolidated financial statements of Rocket Lab USA have not been presented.

As permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, we have excluded summarized financial information for Rocket Lab USA because the assets, liabilities and results of operations of Rocket Lab USA are not materially different than the corresponding amounts in the Company’s consolidated financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis