7 unchanged sentences
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”).
+Added: We have excluded from the scope of our assessment of internal control over financial reporting the operations and related assets of GEOST, which we acquired on August 12, 2025.
Based on that assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.
+Added: At December 31, 2025 and for the period from the GEOST acquisition on August 12, 2025 through December 31, 2025, total assets and total revenues subject to GEOST’s internal control over financial reporting represented 14% and 2% of consolidated total assets and total revenues, respectively, as of and for the year ended December 31, 2025.
Deloitte & Touche LLP, an independent registered public accounting firm, which has audited and reported on the consolidated financial statements contained in this Annual Report on Form 10-K, has issued its report on the effectiveness of the Company’s internal control over financial reporting which is included commencing at page F-1 of this Annual Report on Form 10-K and incorporated herein by reference.
7 unchanged sentences
Other Information
−Removed: Rule 10b5-1 Trading Plans
−Removed: 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.
−Removed: The table below provides certain information regarding each Plan Participant’s Rule 10b5-1 Trading Plan.
−Removed: Name Title Plan Date Earliest Selling Start Date Maximum Shares That May Be Sold Under the Plan Plan Expiration Date
−Removed: Adam Spice Chief Financial Officer December 12, 2024 March 13, 2025 2,377,078 (1)
−Removed: March 31, 2026
−Removed: Frank Klein Chief Operations Officer December 13, 2024 March 14, 2025 39,000 (2)
−Removed: December 31, 2025
−Removed: Arjun Kampani Senior Vice President, General Counsel and Secretary December 12, 2024 March 13, 2025 92,844 (2)
−Removed: December 31, 2025
−Removed: (1) Represents shares issuable to Mr.
−Removed: Spice upon the exercise of approximately 46% of the vested stock options held by Mr.
−Removed: Spice as of the date of the Rule 10b5-1 Trading Plan, all of which are scheduled to expire in August 2028.
−Removed: 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.
−Removed: (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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Sell to Cover Trading Election
+Added: On November 24, 2025 , Sir Peter Beck , Chief Executive Officer (the “Participant”), entered into Rule 10b5-1 trading arrangement that is intended to qualify as a “plan providing for eligible sell-to-cover transactions” under Rule 10b5-1(c)(1)(ii)(D)(3) under the Exchange Act.
+Added: The plan will apply to all RSUs granted to the Participant by the Company, whether granted prior to the date of the election or on or subsequent to the date of the election, pursuant to the Company’s 2021 Stock Option and Incentive Plan or any successor equity incentive plan.
+Added: The sell-to-cover election provides for the sale of shares of common stock issued upon the vesting of restricted stock units in an amount sufficient to cover the federal, state, local, and foreign tax withholding obligations incurred in connection with such vesting.
+Added: The sell-to-cover election is effective from March 2, 2026 until December 31, 2027 , unless terminated earlier due to specified events, such as the individual’s death or legal or regulatory restrictions.
+Added: The number of shares sold under this election will vary based on the tax withholding obligations incurred upon vesting.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
6 unchanged sentences
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.
−Removed: 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 .
+Added: The full text of this code of ethics and employee conduct is posted on the investor relations page of our website at www.rocketlabcorp.com .
If we make any amendment to, or a waiver from, a provision of our code of ethics that applies to our Chief Executive Officer, Chief Financial Officer, principal accounting officer or controller, or persons performing similar functions, that relates to any element of the code of ethics definition enumerated in paragraph (b) of Item 406 of Regulation S-K, we intend to disclose such amendment or waiver on that website.
13 unchanged sentences
Number Description
−Removed: 3.1 Certificate of Incorporation of Rocket Lab USA, Inc.
−Removed: (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by Rocket Lab USA, Inc.
−Removed: on August 30, 2021).
−Removed: 3.2 Bylaws of Rocket Lab USA, Inc.
−Removed: (incorporated by reference to Exhibit 3.2 to the Form 8-K filed by Rocket Lab USA, Inc.
−Removed: on August 30, 2021).
−Removed: 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).
−Removed: 4.1* Description of Securities.
+Added: 3.1 Amended and Restated Certificate of Incorporation of Rocket Lab Corporation (incorporated by reference to Exhibit 3.1 to the Form 8-K12B filed by the Company on May 23, 2025).
+Added: 3.2 Amended and Restated Bylaws of Rocket Lab Corporation (incorporated by reference to Exhibit 3.2 to the Form 8-K12B filed by the Company on May 23, 2025).
+Added: 3.3 Certificate of Designations of Series A Convertible Participating Preferred Stock of Rocket Lab Corporation (incorporated by reference to Exhibit 3.3 to the Form 8-K12B filed by the Company on May 23, 2025).
+Added: 4.1 Description of Securities (incorporated by reference to Exhibit 4.1 to the Form 8-K12B filed by the Company on May 23, 2025).
4.2 Indenture, dated February 6, 2024, between the Company and U.S.
Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed on February 7, 2024).
+Added: 4.3 Supplemental Indenture, dated as of May 23, 2025, among Rocket Lab Corporation, Rocket Lab USA, Inc.
+Added: Bank Trust Company, National Association (incorporated by reference to Exhibit 4.2 of the Company's Form 8-K12B filed on May 23, 2025).
4.4 Form of 4.250% Convertible Senior Note due 2029 (incorporated by reference as an exhibit to Exhibit 4.1 of the Company’s Form 8-K filed on February 7, 2024).
34 unchanged sentences
on May 2, 2022).
−Removed: 10.22 Asset Purchase Agreement, dated May 23, 2023, by and among Virgin Orbit Holdings, Inc.
−Removed: (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).
−Removed: 10.23 Master Equipment Financing Agreement, dated December 29, 2023, by and between Rocket Lab USA, Inc.
−Removed: and certain of its subsidiaries and Trinity Capital, Inc.
−Removed: (incorporated by reference to Exhibit 10.29 of the Company’s Form 10-K filed on February 28, 2024).
10.22 Form of Capped Call Confirmation (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on February 7, 2024).
3 unchanged sentences
on December 5, 2024).
−Removed: 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.
+Added: 10.25 Exchange Agreement, dated December 3, 2024, between Rocket Lab USA, Inc.
+Added: 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).
−Removed: 10.28* First Amendment to Master Equipment Financing Agreement, dated October 17, 2024, by and between Rocket Lab USA, Inc.
−Removed: and certain of its subsidiaries and Trinity Capital, Inc.
−Removed: 10.29* Second Amendment to Master Equipment Financing Agreement, dated November 21, 2024, by and between Rocket Lab USA, Inc.
−Removed: and certain of its subsidiaries and Trinity Capital, Inc.
−Removed: 19* Rocket Lab USA, Inc.
−Removed: Insider Trading and Disclosure Policy.
+Added: 10.26 Assignment and Assumption Agreement, dated as of May 23, 2025, between Rocket Lab USA, Inc.
+Added: and Rocket Lab Corporation.
+Added: (incorporated by reference to Exhibit 10.1 to the Form 8-K12B filed by the Company on May 23, 2025).
+Added: 10.27 Omnibus Amendment to the Rocket Lab USA, Inc.
+Added: 2021 Stock Option and Incentive Plan, the Second Amended and Restated 2013 Stock Option and Grant Plan and the Rocket Lab USA, Inc.
+Added: 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to the Form 8-K12B filed by the Company on May 23, 2025).
+Added: 10.28 Rocket Lab Corporation Senior Executive Cash Incentive Bonus Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 29, 2025).
+Added: Stock Purchase Agreement, dated May 22, 2025, by and among Rocket Lab USA, Inc., LightRidge Solutions Holdings LP, and LightRidge Interco Solutions Holdings, Inc.
+Added: (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on August 7, 2025).
+Added: 10.30 Joinder to Stock Purchase Agreement, dated May 23, 2025, by and among Rocket Lab Corporation, Rocket Lab USA, Inc., LightRidge Solutions Holdings LP, and LightRidge Interco Solutions Holdings, Inc.
+Added: (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on August 7, 2025).
+Added: 19* Rocket Lab Corporation Insider Trading and Disclosure Policy.
21.1* Subsidiaries of the Registrant.
4 unchanged sentences
Section 1350.
−Removed: 97 Rocket Lab Compensation Recovery Policy (incorporated by reference to Exhibit 97 of the Company’s Form 10-K filed on February 28, 2024).
+Added: 97* Rocket Lab Corporation Compensation Recovery Policy.
101.INS* Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
11 unchanged sentences
‡ Management contract or compensatory plan or arrangement.
+Added: Certain portions of this exhibit (indicated by “[***]”) have been omitted in compliance with Regulation S-K Item 601(b)(10)(iv) as the Company determined the omitted information (i) is not material and (ii) is the type that the Company customarily and actually treats as private or confidential.
Form 10-K Summary
−Removed: ROCKET LAB USA., INC.
−Removed: AND SUBSIDIARIES
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
2 unchanged sentences
Consolidated Balance Sheets as of December 31, 2025 and 2024
−Removed: Consolidated Statements of Operations for the Years ended December 31, 2024, 2023 and 2022
+Added: Consolidated Statements of Operations and Comprehensive Loss for the Years ended December 31, 2025, 2024 and 2023
Consolidated Statements of Changes in Stockholders’ Equity for the Years ended December 31, 2025, 2024 and 2023
2 unchanged sentences
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the shareholders and the Board of Directors of Rocket Lab USA, Inc.
+Added: To the shareholders and the Board of Directors of Rocket Lab Corporation
Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheets of Rocket Lab USA, Inc.
−Removed: 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”).
+Added: We have audited the accompanying consolidated balance sheets of Rocket Lab Corporation and subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, consolidated statements of changes in stockholders’ equity and consolidated statements of cashflows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
14 unchanged sentences
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.
−Removed: Revenue Recognition – Contracts with products and services – Refer to Note 2 to the Financial Statements
−Removed: 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.
−Removed: These contracts may contain multiple performance obligations whereby the transaction price is allocated based on the standalone selling price of each performance obligation.
−Removed: Revenue is recognized when or as control transfers to the customer, either over time or at a point in time.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Revenue Recognition – Estimates of revenue and cost at completion for select over-time contracts - Refer to Notes 2 and 3 to the financial statements
+Added: As further described in Notes 2 and 3 to the financial statements, the Company recognizes revenue as control is transferred to the customer at an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: We analyzed the Company’s contract portfolio to identify contracts that we believe had elevated financial or performance risk.
+Added: For those contracts identified, the evaluation of one or more of the assumptions used to recognize revenue required extensive audit effort due to the complexity of the contracts and a high degree of auditor judgment.
How the Critical Audit Matter Was Addressed in the Audit
−Removed: Our audit procedures related to identification of performance obligations and whether revenue is recognized overtime included the following, among others:
−Removed: • We tested the effectiveness of controls over revenue recognition, including management’s controls over the identification of performance obligations and whether control transfers overtime.
−Removed: • We assessed the reasonableness of management’s conclusions by examining contracts on a test basis and determining whether:
−Removed: ◦ products and services are capable of being distinct and are distinct within the context of the contract
−Removed: ◦ control of performance obligations are transferred over time
+Added: Our audit procedures related to the revenue and cost estimates for these contracts identified included the following, among others:
+Added: • We tested the effectiveness of controls over the significant assumptions and judgments underlying the estimates of revenues and costs to completion associated with these over-time contracts.
+Added: • Based on the risk characteristic identified on an individual contract, we evaluated certain revenue and cost assumptions by:
+Added: ◦ Reading the underlying contract and any amendments or modifications to understand the contractual requirements and performance obligations.
+Added: ◦ Assessing the timing of recognition of any incentive fees or liquidated damages based on contract terms relative to the progress made towards completion.
+Added: ◦ Evaluating management’s ability to achieve the estimates of remaining revenue and costs by performing inquiries with the Company’s program and business management regarding their basis of estimates including performance to schedule, program labor and suppliers, reserves related to the program, actual performance to date compared to plan, and any recent correspondence between the Company and the customer on changes, or expected changes in scope or contractual terms.
+Added: ◦ Evaluating selected changes to the estimates of costs to completion and obtaining supporting documentation on the appropriateness of the timing and amounts of these changes in estimates.
+Added: ◦ Testing the accuracy and completeness of the information used in developing estimates, as well as the mathematical accuracy of management’s calculation of revenue recognized during the period for the performance obligations.
+Added: Business Acquisitions – GEOST developed technology intangible asset - Refer to Notes 2 and 4 to the financial statements
+Added: As further described in Notes 2 and 4 to the financial statements, the Company closed its acquisition of GEOST LLC (“GEOST”) on August 12, 2025.
+Added: The Company uses the acquisition method of accounting for business combinations and recognizes assets acquired and liabilities assumed measured at their fair values on the date acquired, including developed technology intangible assets of $172,300,000.
+Added: Determining the fair value of the acquired developed technology intangible assets required management to make significant judgments and estimates including the selection of valuation methodology, estimates of future revenue, costs and cash flows, discount rates and selection of comparable companies.
+Added: We identified the assumptions related to estimating the amount and timing of expected future revenues to be a critical audit matter given the inherent judgment involved in estimating these amounts.
+Added: Performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
+Added: How the Critical Audit Matter Was Addressed in the Audit
+Added: Our audit procedures related to the expected amount and timing of future revenue used to estimate the fair value of the intangible assets acquired included the following, among others:
+Added: • We tested the effectiveness of management’s controls over the valuation of intangibles, including management’s controls over the estimates of the amount and timing of expected future revenues.
+Added: • We assessed the reasonableness of management’s forecasts of future revenues by performing inquiries of appropriate individuals outside of the accounting organization, comparing the projections to historical results, contractual agreements, and third-party industry forecasts.
+Added: • With the assistance of our fair value specialists, we compared applicable industry forecasted long-term revenue growth rates to management’s projected revenues used within the valuation model.
+Added: • We evaluated management’s ability to estimate future revenues by comparing actual revenues to estimates assumed in the valuation model.
/s/ Deloitte & Touche LLP
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the shareholders and the Board of Directors of Rocket Lab USA, Inc.
+Added: To the shareholders and the Board of Directors of Rocket Lab Corporation
Opinion on Internal Control over Financial Reporting
−Removed: We have audited the internal control over financial reporting of Rocket Lab USA, Inc.
−Removed: 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).
+Added: We have audited the internal control over financial reporting of Rocket Lab Corporation and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
9 unchanged sentences
We believe that our audit provides a reasonable basis for our opinion.
+Added: As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at GEOST LLC, which was acquired on August 12, 2025, and whose financial statements constitute 14% and 2% of consolidated total assets and total revenues, respectively, as of and for the year ended December 31, 2025.
+Added: Accordingly, our audit did not include the internal control over financial reporting at GEOST LLC.
Definition and Limitations of Internal Control over Financial Reporting
8 unchanged sentences
February 26, 2026
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
8 unchanged sentences
Prepaids and other current assets 89,953 55,009
−Removed: Assets held for sale — 9,016
Total current assets 1,365,544 692,621
21 unchanged sentences
Convertible senior notes, net 152,395 345,392
−Removed: Long-term borrowings, excluding current installments 44,049 87,587
+Added: Long-term borrowings, net, excluding current installments 1,716 44,049
Non-current operating lease liabilities 85,191 51,965
8 unchanged sentences
100,000,000 ;
−Removed: no shares issued and outstanding at December 31, 2024 and December 31, 2023
+Added: issued and outstanding shares:
+Added: 45,951,250 and 0 at December 31, 2025 and December 31, 2024, respectively
Common stock, $ 0.0001 par value;
1 unchanged sentence
2,500,000,000 ;
−Removed: issued and outstanding shares:
+Added: issued shares:
589,525,802 and 504,453,785 at December 31, 2025 and December 31, 2024, respectively;
+Added: outstanding shares 543,574,552 and 504,453,785 at December 31, 2025 and December 31, 2024, respectively
+Added: Treasury stock, at cost;
+Added: 45,951,250 and 0 at December 31, 2025 and December 31, 2024, respectively
Additional paid-in capital 2,735,669 1,198,909
Accumulated deficit ( 1,011,910 ) ( 813,701 )
−Removed: Accumulated other comprehensive (loss) income ( 2,805 ) 1,537
+Added: Accumulated other comprehensive loss ( 1,964 ) ( 2,805 )
Total stockholders’ equity 1,721,854 382,453
1 unchanged sentence
The accompanying notes are an integral part of these consolidated financial statements.
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
17 unchanged sentences
Other income (expense):
−Removed: Interest expense, net ( 3,954 ) ( 4,248 ) ( 7,799 )
+Added: Interest expense ( 26,489 ) ( 26,179 ) ( 17,525 )
+Added: Interest income 25,512 22,225 13,277
Loss on foreign exchange ( 463 ) ( 87 ) ( 470 )
−Removed: Change in fair value of liability classified warrants — — 13,482
Other income, net 4,381 4,431 3,715
1 unchanged sentence
Loss before income taxes ( 225,897 ) ( 189,411 ) ( 178,921 )
−Removed: Provision for income taxes ( 764 ) ( 3,650 ) ( 2,998 )
+Added: Benefit (provision) for income taxes 27,688 ( 764 ) ( 3,650 )
Net loss $ ( 198,209 ) $ ( 190,175 ) $ ( 182,571 )
Other comprehensive income (loss), net of tax:
−Removed: Foreign currency translation (loss) gain ( 4,797 ) ( 93 ) 600
−Removed: Unrealized gain (loss) on available-for-sale marketable securities 455 494 ( 772 )
+Added: Foreign currency translation gain (loss) 624 ( 4,797 ) ( 93 )
+Added: Unrealized gain on available-for-sale marketable securities 217 455 494
Comprehensive loss $ ( 197,368 ) $ ( 194,517 ) $ ( 182,170 )
−Removed: Net loss per share attributable to Rocket Lab USA, Inc.:
+Added: Net loss per share attributable to Rocket Lab Corporation:
Basic and diluted $ ( 0.37 ) $ ( 0.38 ) $ ( 0.38 )
2 unchanged sentences
The accompanying notes are an integral part of these consolidated financial statements.
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
1 unchanged sentence
(in thousands, except share and per share data)
−Removed: Common Stock Additional
+Added: Preferred Stock Common Stock Treasury Stock Additional
Capital Accumulated
2 unchanged sentences
Income (Loss) Total
−Removed: Shares Amount
−Removed: December 31, 2021 450,180,479 $ 45 $ 1,002,106 $ ( 305,011 ) $ 1,308 $ 698,448
−Removed: Net loss — — — ( 135,944 ) — ( 135,944 )
−Removed: Issuance of common stock under equity plans 18,210,116 3 7,624 — — 7,627
−Removed: Stock-based compensation — — 58,403 — — 58,403
−Removed: Common stock issued upon exercise of Public and Private Warrants 4,554,830 — 44,844 — — 44,844
−Removed: Issuance of common stock for acquisitions 2,411,092 — — — — —
−Removed: Other comprehensive loss — — — — ( 172 ) ( 172 )
+Added: Shares Amount Shares Amount Shares Amount
December 31, 2022 — $ — 475,356,517 $ 48 — $ — $ 1,112,977 $ ( 440,955 ) $ 1,136 $ 673,206
14 unchanged sentences
December 31, 2024 — — 504,453,785 50 — — 1,198,909 ( 813,701 ) ( 2,805 ) 382,453
+Added: Net loss — — — — — — — ( 198,209 ) — ( 198,209 )
+Added: Issuance of common stock under equity plans — — 12,316,956 2 — — 12,833 — — 12,835
+Added: Stock-based compensation — — — — — — 69,927 — — 69,927
+Added: Issuance of common stock under ATM Equity Offerings, net of issuance costs — — 30,804,505 3 — — 1,119,326 — — 1,119,329
+Added: Preferred Stock Exchange 50,951,250 5 — ( 5 ) ( 50,951,250 ) — — — — —
+Added: Preferred Stock conversion ( 5,000,000 ) — — — 5,000,000 — — — — —
+Added: Issuance of common stock for acquisition — — 3,057,588 — — — 137,653 — — 137,653
+Added: Issuance of common stock upon conversion of convertible senior notes — — 38,892,968 4 — — 197,021 — — 197,025
+Added: Other comprehensive income — — — — — — — — 841 841
+Added: December 31, 2025 45,951,250 $ 5 589,525,802 $ 54 ( 45,951,250 ) $ — $ 2,735,669 $ ( 1,011,910 ) $ ( 1,964 ) $ 1,721,854
The accompanying notes are an integral part of these consolidated financial statements.
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
8 unchanged sentences
Stock-based compensation expense 71,099 56,816 53,461
−Removed: (Gain) loss on disposal of assets ( 2,828 ) ( 111 ) 923
+Added: Loss (gain) on disposal of assets 2,613 ( 2,828 ) ( 111 )
Loss on extinguishment of long-term debt 5,926 1,330 1,732
1 unchanged sentence
Noncash lease expense 8,288 5,951 5,787
−Removed: Noncash income associated with liability-classified warrants — — ( 13,482 )
Change in the fair value of contingent consideration ( 10,624 ) ( 218 ) 1,343
18 unchanged sentences
Proceeds on disposal of assets, net 397 12,542 3,660
−Removed: Cash paid for business combinations and asset acquisitions, net of acquired cash and restricted cash — ( 18,966 ) ( 65,824 )
+Added: Cash paid for business combinations and asset acquisitions, net of acquired cash ( 132,441 ) — ( 18,966 )
Purchases of marketable securities ( 275,319 ) ( 162,161 ) ( 207,266 )
3 unchanged sentences
CASH FLOWS FROM FINANCING ACTIVITIES:
−Removed: Proceeds from the exercise of stock options and public warrants 3,507 2,444 3,874
+Added: Proceeds from ATM Equity Offerings 1,146,057 — —
+Added: Issuance costs related to ATM Equity Offerings ( 26,514 ) — —
+Added: Proceeds from the exercise of stock options 2,572 3,507 2,444
Proceeds from Employee Stock Purchase Plan 11,047 5,683 4,988
1 unchanged sentence
Minimum tax withholding paid on behalf of employees for restricted stock units ( 113,487 ) ( 35,336 ) ( 15,722 )
−Removed: Tax payment for net settled option shares — — ( 444 )
Payment of contingent consideration — — ( 1,000 )
10 unchanged sentences
Cash and cash equivalents, and restricted cash, end of period $ 833,545 $ 275,302 $ 166,434
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
10 unchanged sentences
Early termination of right-of-use assets — — 664
−Removed: Net exercise of public and private warrants into common stock — — 44,739
Issuance of common stock for payment of accrued bonus 1,798 1,795 —
1 unchanged sentence
Issuance of common stock in connection with acquisition, at fair value 137,653 838 2,087
+Added: Contingent consideration assumed at acquisition 18,258 — —
Accrued issuance costs in connection with Loan Agreement — — 641
+Added: Accrued issuance costs in connection with ATM Equity Offerings 214 — —
+Added: Convertible senior notes, net and accrued interest settled by issuance of common stock 197,025 — —
+Added: Payable to seller in connection with business combination 578 — —
The accompanying notes are an integral part of these consolidated financial statements.
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1 unchanged sentence
DESCRIPTION OF THE BUSINESS
−Removed: Rocket Lab USA, Inc.
−Removed: (“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.
+Added: Rocket Lab Corporation (“Rocket Lab” and, together with its consolidated subsidiaries, the “Company,” “we,” “us” or “our”) is an end-to-end space company with an established track record of mission success headquartered in Long Beach, California and is the parent company for several wholly owned operating subsidiaries located in the United States, New Zealand, Canada and Australia.
We deliver reliable launch services, spacecraft design services, spacecraft components, spacecraft manufacturing and other spacecraft and on-orbit management solutions that make it faster, easier and more affordable to access space.
We operate one of the only private orbital launch ranges in the world, located in Mahia, New Zealand, enabling a unique degree of operational flexibility and control of customer launch manifests and mission assurance.
−Removed: 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.
−Removed: On August 25, 2021, the predecessor Rocket Lab USA, Inc.
−Removed: consummated the merger with Vector Acquisition Corporation (the “Business Combination”).
−Removed: In connection with the closing of the Business Combination, the Company changed its name from Vector Acquisition Corporation to Rocket Lab USA, Inc.
−Removed: The “Post Combination Company” following the Business Combination is Rocket Lab USA, Inc.
+Added: While our business has historically been centered on the manufacture of small-class launch vehicles and related sale of launch services, we are currently innovating in the areas of medium-class launch vehicle and launch services, space systems design and manufacturing, on-orbit management solutions, and space data applications.
+Added: Merger and Consummation of Holding Company Reorganization
+Added: On May 8, 2025, Rocket Lab USA, Inc., a Delaware corporation (“Rocket Lab USA”), announced plans to implement a holding company reorganization (the “Reorganization”).
+Added: On May 23, 2025, Rocket Lab USA implemented the Reorganization pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated as of May 23, 2025, among Rocket Lab USA, Rocket Lab and Rocket Lab Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Rocket Lab (“Merger Sub”).
+Added: Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Rocket Lab USA, with Rocket Lab USA continuing as the surviving corporation and a wholly owned subsidiary of Rocket Lab (the “Merger”).
+Added: Following the Merger, Rocket Lab became the successor issuer to Rocket Lab USA.
SIGNIFICANT ACCOUNTING POLICIES
1 unchanged sentence
The consolidated financial statements are presented in conformity with accounting standards generally accepted in the United States of America (“U.S.
−Removed: GAAP”) and include the accounts of Rocket Lab USA, Inc.
−Removed: and its wholly owned subsidiaries after elimination of intercompany accounts and transactions.
+Added: GAAP”) and include the accounts of Rocket Lab Corporation and its wholly owned subsidiaries after elimination of intercompany accounts and transactions.
Certain amounts in the Company’s prior period consolidated financial statements have been reclassified to conform to the current period presentation.
2 unchanged sentences
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.
−Removed: 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.
+Added: On an ongoing basis, our management evaluates estimates and assumptions including those related to revenue recognition, contract costs, loss reserves, valuation of warrants and stock-based compensation and deferred tax valuation allowances, goodwill, intangible assets and contingent consideration.
We based our estimates on historical data and experience, as well as various other factors that our management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities.
5 unchanged sentences
The carrying amounts for the Company’s cash equivalents approximate fair value due to their short maturities.
−Removed: Cash equivalents are recorded at fair value and consist primarily of money market funds.
+Added: Cash equivalents are recorded at fair value and consist primarily of money market funds and certificates of deposit.
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: (In thousands, except share and per share data)
Restricted Cash
2 unchanged sentences
The balance relates to collateral for letters of credit and money market accounts and is presented in restricted cash in the consolidated balance sheets.
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: (In thousands, except share and per share data)
Marketable Securities
−Removed: Marketable securities consist of investments in commercial paper, corporate debt securities, bank certificates of deposit, U.S.
−Removed: Treasury bills and notes and asset backed securities.
+Added: Marketable securities consist of investments in corporate debt securities, U.S.
+Added: Treasury securities, mortgage- and asset-backed securities, commercial paper, certificates of deposit and Yankee bonds mortgage- and asset-backed securities.
The Company’s investment policy requires the selection of high-quality issuers.
24 unchanged sentences
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.
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: (In thousands, except share and per share data)
Interest income recognition is generally suspended for customer financing receivables that are uncollectible.
1 unchanged sentence
The CECL standard requires an entity to consider historical loss experience, current conditions, and a reasonable and supportable forecast of the economic environment.
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: (In thousands, except share and per share data)
Assets Held For Sale
20 unchanged sentences
The Company performs valuations of assets acquired and liabilities assumed and allocates the purchase price to its respective assets and liabilities.
−Removed: 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.
+Added: Determining the fair value of assets acquired, liabilities assumed and contingent consideration requires us to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates and selection of comparable companies.
The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination.
2 unchanged sentences
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.
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
31 unchanged sentences
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.
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
18 unchanged sentences
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.
+Added: However, launch services revenue is recognized over-time when it is determined that there is no alternative use for a launch vehicle, due to significant economic losses to direct the asset for another use or contractual limitations, and the Company has an enforceable right to payment for the services performed to date including a reasonable profit.
+Added: For launch service revenue recognized over-time, the Company uses an input method, based on costs incurred relative to total estimated costs at completion, to estimate the percentage of completion.
+Added: The estimation 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.
Revenue for space systems is recognized at a point-in-time or over-time depending upon the nature of the contract with customer.
5 unchanged sentences
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.
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: (In thousands, except share and per share data)
+Added: Significant estimates and assumptions are made in estimating contract costs.
+Added: At the outset of an over-time contract, the Company identifies and monitors risks related to technical, schedule, and cost aspects of the contract, as well as the Company’s ability to earn variable consideration.
+Added: 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.
+Added: 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.
+Added: These adjustments may favorably or unfavorably impact the Company’s gross margin.
+Added: If our actual costs exceed our estimates, our margins and profits are reduced and we could incur a provision for contract loss.
+Added: A provision for contract loss is when estimates of total costs to be incurred on a contract exceed total estimates of the transaction price.
+Added: 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.
Contracts for space software provide the customer with a right to use the software as it exists when made available to the customer.
2 unchanged sentences
Revenue from software maintenance is recognized ratably over the maintenance period.
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: (In thousands, except share and per share data)
Due to their nature, time and materials contracts contain variable consideration;
11 unchanged sentences
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.
−Removed: If our actual costs exceed our estimates, our margins and profits are reduced and we could incur a provision for contract loss.
−Removed: A provision for contract loss is when estimates of total costs to be incurred on a contract exceed total estimates of the transaction price.
−Removed: 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
4 unchanged sentences
These costs are presented net of government grants on the consolidated statements of operations and comprehensive loss.
+Added: These costs are expensed as incurred until the program transitions from development to commercial production, at which point costs may be capitalized as inventory.
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.
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: (In thousands, except share and per share data)
Government Assistance
5 unchanged sentences
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.
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: (In thousands, except share and per share data)
−Removed: 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.
+Added: The Company has applied for tax credits related to a research and development tax incentive program with the New Zealand government.
This tax incentive will reimburse up to 15 % of the Company’s qualifying research and development costs incurred.
6 unchanged sentences
The Company recorded $ 0 , $ 250 and $ 1,080 of government assistance as a reduction of selling, general and administrative during the years ended December 31, 2025, 2024 and 2023, respectively.
−Removed: 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 .
+Added: During the years ended December 31, 2025 and 2024, the Company recorded capital expenditure incentive of $ 1,536 and $ 2,186 as an offset to property, plant and equipment, net, respectively .
As of December 31, 2025 and 2024, prepaids and other current assets includes government assistance receivables of $ 15,629 and $ 7,783 , respectively.
7 unchanged sentences
• Expected volatility .
−Removed: 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.
+Added: 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.
5 unchanged sentences
treasury interest rates in effect at the date of grant.
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: (In thousands, except share and per share data)
• Estimated dividend yield .
6 unchanged sentences
As a result, if factors change or we use different assumptions, stock-based compensation expense could be materially different in the future.
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: (In thousands, except share and per share data)
The Company uses the asset and liability method of accounting for income taxes.
18 unchanged sentences
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.
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: (In thousands, except share and per share data)
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.
9 unchanged sentences
The Company records the convertible senior notes as a long-term liability at face value net of debt issuance costs.
−Removed: 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.
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: (In thousands, except share and per share data)
+Added: If certain conditions to the convertibility of the convertible senior notes are 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.
+Added: If it is determined that the Company cannot be required to settle the Notes in cash and has the intent and ability to settle in common stock, the Notes are classified as non-current liabilities on the Company’s consolidated balance sheet.
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.
10 unchanged sentences
Improvements to Income Tax Disclosures (“ASU 2023-09”), which focuses on the rate reconciliation and income taxes paid.
−Removed: 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.
−Removed: 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.
+Added: 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, further 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.
+Added: In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign jurisdictions, and further by individual 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.
−Removed: 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.
−Removed: The Company is assessing the potential impact of adopting ASU 2023-09 on its financial statements.
+Added: The Company adopted ASU 2023-09 prospectively for the period ending December 31, 2025, and it affects only our disclosures and does not impact our results of operations or financial condition.
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: (In thousands, except share and per share data)
In November 2024, the FASB issued ASU No.
3 unchanged sentences
The Company is assessing the potential impact of adopting ASU 2024-03 on its financial statements.
+Added: In September 2025, the FASB issued ASU No.
+Added: 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):
+Added: Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which modernizes the accounting for internal-use software.
+Added: ASU 2025-06 removes all references to software development stages and requires capitalization of software costs when management has committed to the software project and it is probable the software will be completed and perform its intended use.
+Added: ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, with early adoption permitted and can be applied on either a prospective, modified, or retrospective basis.
+Added: The Company is assessing the potential impact of adopting ASU 2025-06 on its financial statements.
+Added: In December 2025, the FASB issued ASU No.
+Added: 2025-10, Government Grants (Topic 832):
+Added: Accounting for Government Grants Received by Business Entities (“ASU 2025-10”).
+Added: ASU 2025-10 establishes guidance for the recognition, measurement, and presentation of government grants received by business entities.
+Added: Under the new standard, a government grant is recognized only when it is probable that (i) the entity will satisfy the grant’s conditions and (ii) the grant will be received.
+Added: If those conditions are met, the grant is classified either as a grant related to income or as a grant related to an asset, and the classification determines the appropriate accounting treatment.
+Added: 2025-10 retains the existing disclosure requirements in Topic 832, Government Assistance.
+Added: For public business entities, the amendments are effective for annual reporting periods beginning after December 15, 2028, and for interim reporting periods within those annual reporting periods, with early adoption permitted.
+Added: Entities may adopt the amendments using a modified-prospective, modified-retrospective, or full-retrospective approach for all government grants.
+Added: We are currently evaluating the impact of the ASU on our disclosures and financial statements, including the approach and the timing of adoption.
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.
7 unchanged sentences
Total revenue by recognition model $ 199,042 $ 402,757 $ 601,799
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: (In thousands, except share and per share data)
Year Ended December 31, 2024
5 unchanged sentences
Total revenue by recognition model $ 125,376 $ 310,838 $ 436,214
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: (In thousands, except share and per share data)
Year Ended December 31, 2023
17 unchanged sentences
Contract liabilities assumed at acquisition 842 — —
−Removed: Customer advances received or billed 176,763 137,158 96,206
+Added: Customer advances received or billed, net 160,887 176,763 137,158
Recognition of unearned revenue ( 182,451 ) ( 99,941 ) ( 106,164 )
1 unchanged sentence
The revenue recognized from the contract liabilities consisted of the Company satisfying performance obligations during the normal course of business.
−Removed: 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.
+Added: The amount of revenue recognized in the aggregate from changes in the transaction price or estimated costs to complete associated with performance obligations satisfied in prior periods during the year ended December 31, 2025, included a $ 15,055 downward adjustment to revenue and a $ 7,140 upward adjustment to revenue, resulting in a net downward adjustment of $ 7,915 , respectively.
+Added: Included in the downward adjustment for the year ended December 31, 2025, the Company recorded a downward adjustment to revenue of $ 12,818 related to an individual contract.
+Added: This cumulative catch-up adjustment resulted from changes in the estimated costs to complete the contract.
+Added: For the years ended December 31, 2024 and 2023, the impact was not material.
+Added: In February 2022, the Company entered into a procurement agreement with MDA Corporation to design and manufacture of 17 spacecraft buses (the “MDA Contract”).
+Added: The Company has determined that the projected delivery dates for certain deliverables will be later than the dates originally set out under the MDA Contract.
+Added: This delay is the result of a number of factors, including delays that have arisen in the Company’s supply chain.
+Added: Under the terms of the MDA Contract, the customer is potentially entitled to claim liquidated damages as a result of this delivery delay.
+Added: The Company is similarly entitled to claim liquidated damages against certain suppliers that have contributed to these delays.
+Added: At this time, it is not possible to determine with certainty the net amount, if any, of actual liquidated damages that could ultimately be incurred.
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: (In thousands, except share and per share data)
The Company’s backlog represents the estimated transaction prices on performance obligations to the Company’s customers for which work remains to be performed.
2 unchanged sentences
Remaining backlog totaled $ 1,847,322 as of December 31, 2025, of which approximately 37 % is expected to be recognized within 12 months, with the remaining 63 % to be recognized beyond 12 months.
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: (In thousands, except share and per share data)
Customer Financing
−Removed: In connection with the signing of two separate multi-launch agreements with commercial customers, the Company entered into subordinated loan and security agreements.
+Added: In connection with the signing of three separate multi-launch agreements with commercial customers, the Company entered into subordinated loan and security agreements and a loan and security agreement.
The commercial customers may choose to have certain milestone payments financed under the terms of the subordinated loan and security agreements.
−Removed: 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.
+Added: The receivables will bear no interest until the initial launch dates passes, after which interest will accrue at a fixed rate of 9.5 %, 10.8 % or 12.6 %, based on the agreement.
Principal and interest payments will be made over 12 quarterly payments from the launch date.
+Added: On July 11, 2025, the Company received a full payoff of $ 7,489 and terminated the subordinated loan and security agreement with one of the commercial customers.
As of December 31, 2025 and 2024, the Company had $ 6,750 and $ 4,200 customer financing in prepaids and other currents assets, respectively and $ 16,138 and $ 15,567 customer financing receivable in other non-current assets on the consolidated balance sheets, respectively.
1 unchanged sentence
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS
−Removed: On January 18, 2022, the Company closed on the acquisition (the “SolAero Acquisition”) of SolAero Holdings, Inc.
−Removed: (“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.
−Removed: (“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.
−Removed: 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”).
−Removed: 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.
−Removed: In connection with the SolAero Acquisition, the Company entered into customary employment or consulting agreements with certain key employees of SolAero.
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
+Added: On August 12, 2025, the Company closed the acquisition of GEOST LLC ( “GEOST”) pursuant to a Stock Purchase Agreement (the “GEOST Purchase Agreement”), by and among Rocket Lab USA, LightRidge Solutions Holdings LP (“LightRidge Solutions”), and LightRidge Interco Solutions Holdings, Inc.
+Added: (“LightRidge Interco”), which provided for, among other things, the Company’s purchase and acquisition of all of the issued and outstanding shares of common stock of LightRidge Interco, the owner of GEOST.
+Added: Pursuant to the terms of the GEOST Purchase Agreement, all of the issued and outstanding shares of LightRidge Interco were purchased in exchange for aggregate consideration of $ 275,000 , consisting of approximately $ 125,000 in cash and 3,057,588 shares of common stock, subject in each case to customary adjustments at closing, including for cash, working capital, transaction expenses and indebtedness (the “Transaction”).
+Added: Additionally, the GEOST Purchase Agreement provides for up to $ 50,000 in potential additional post-closing cash earnout payments to LightRidge Solutions tied to revenue targets of the GEOST business for 2026 and 2027.
+Added: Refer to the table below under “Acquisition Consideration” for additional information.
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1 unchanged sentence
Acquisition Consideration
−Removed: The acquisition-date consideration transferred consisted of cash of $ 76,181 .
−Removed: The following table presents estimates of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition:
−Removed: Description Amount
+Added: The following table presents the purchase consideration and the estimates of the preliminary fair value of the assets acquired and the liabilities assumed by the Company in the acquisition:
+Added: August 12, 2025
+Added: Cash consideration $ 134,299
+Added: Fair value of common stock issued (1)
+Added: Contingent consideration (2)
+Added: Purchase consideration $ 290,210
Cash and cash equivalents $ 1,280
Accounts receivable 3,196
+Added: Contract assets 787
Inventories 402
3 unchanged sentences
Right-of-use assets - operating leases 6,553
−Removed: Right-of-use assets - finance leases (1)
−Removed: Restricted cash 3,293
+Added: Other non-current assets 424
Trade payables ( 2,467 )
Accrued expenses ( 142 )
+Added: Employee benefits payable ( 3,407 )
Contract liabilities ( 842 )
1 unchanged sentence
Non-current operating lease liabilities ( 5,256 )
−Removed: Non-current finance lease liabilities (1)
−Removed: Other assets and liabilities, net ( 204 )
+Added: Deferred tax liabilities ( 32,354 )
Identifiable net assets acquired 155,480
2 unchanged sentences
_____________________________________
−Removed: (1) SolAero, as a private company, had not adopted ASC 842 prior to the acquisition.
−Removed: Upon acquisition, SolAero adopted ASC 842 to align accounting policies with the Company.
−Removed: (2) Contract liabilities was recorded under ASC 606 in accordance with ASU No.
−Removed: therefore a reduction in contract liabilities related to the estimated fair values of the acquired contract liabilities was not required.
−Removed: The following is a summary of identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets:
+Added: (1) The Company issued 3,057,588 shares of common stock, with the fair value determined based on the Company’s common stock closing price of $ 45.02 on August 11, 2025.
+Added: (2) The contingent consideration, to be paid in cash, was classified as a liability and included in other non-current liabilities on the Company’s consolidated balance sheets.
+Added: To estimate the fair value of the contingent consideration liability, management valued the earn-out based on the likelihood of reaching certain revenue targets.
+Added: At the acquisition date, the fair value of the contingent consideration payable was measured based on a Monte Carlo simulation utilizing projections about future performance.
+Added: Significant inputs at acquisition include revenue volatility of 29 %, discount rate of 10 % and projected financial information.
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: (In thousands, except share and per share data)
+Added: The following is a summary of preliminary identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets:
Type Estimated
Developed technology 10 $ 172,300
−Removed: In-process technology N/A 800
−Removed: Capitalized software 3 5,400
−Removed: Customer relationships 12 9,000
−Removed: Trademark and tradenames 12 4,700
Backlog 5 11,000
Total identifiable intangible assets acquired $ 183,300
−Removed: 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.
+Added: Goodwill of $ 134,730 was recorded for the GEOST acquisition, representing the excess of the purchase price over the fair value of the identifiable net assets.
+Added: The goodwill has been allocated to the space systems operating segment, reflecting the strategic operations of this operating segment.
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.
−Removed: 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.
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: (In thousands, except share and per share data)
−Removed: The Company recognized $ 427 of acquisition and integration related costs that were expensed for the year ended December 31, 2022.
−Removed: These costs are included in selling, general and administrative in the consolidated statements of operations and comprehensive loss.
+Added: The majority of goodwill is not expected to be deductible for income tax purposes.
+Added: The Company’s consolidated statements of operations for the year ended December 31, 2025 includes revenues and operating loss of $ 11,946 and $ 8,314 , respectively, related to the GEOST acquisition.
Measurement Period
−Removed: 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.
−Removed: Measurement period adjustments, if applicable, were applied in the reporting period in which the adjustment amounts were determined.
−Removed: 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.
+Added: During the measurement period, the Company will continue to obtain information to assist in determining the fair value of net assets acquired, which may differ materially from these preliminary estimates.
+Added: Specifically, the Company is evaluating outstanding matters, including but not limited to, legal contingencies, other receivables, tax-related items and other assets.
+Added: Measurement period adjustments, if applicable, will be applied in the reporting period in which the adjustment amounts are determined.
+Added: Measurement period changes made in the fourth quarter of 2025 for the GEOST acquisition did not have a material impact.
Unaudited Pro Forma Information
−Removed: The Company’s 2022 consolidated statement of operations includes revenues of $ 81,188 and operating loss of $ 12,533 , related to the SolAero acquisition.
−Removed: The unaudited consolidated financial information summarized in the following table gives effect to the SolAero Acquisition assuming it occurred on January 1, 2022.
+Added: The unaudited consolidated financial information summarized in the following table gives effect to the GEOST acquisition assuming it occurred on January 1, 2023.
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, 2023, nor does the information project results for any future period.
−Removed: Year Ended December 31, As Reported Acquisition Pro-Forma (Unaudited) Consolidated Pro-Forma (Unaudited)
−Removed: Revenues $ 436,214 $ — $ 436,214
−Removed: Net loss ( 190,175 ) — ( 190,175 )
−Removed: Revenues $ 244,592 $ — $ 244,592
−Removed: Net loss ( 182,571 ) — ( 182,571 )
−Removed: Revenues $ 210,996 $ 2,454 $ 213,450
+Added: Years Ended December 31,
+Added: 2025 2024 2023
+Added: Total revenues $ 620,840 $ 518,125 $ 318,508
Net loss ( 220,063 ) ( 220,771 ) ( 197,208 )
2 unchanged sentences
to acquire certain assets, including a real property lease for a property located in Long Beach, California and certain production assets, machinery and equipment.
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: (In thousands, except share and per share data)
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.
8 unchanged sentences
Total purchase price $ 16,934
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: (In thousands, except share and per share data)
CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES
12 unchanged sentences
Treasury securities 48,978 90 — 49,068 — 49,068
−Removed: Mortgage- and asset-backed securities 21,436 113 — 21,549 — 21,549
+Added: Asset-backed securities 39,637 125 — 39,762 — 39,762
Total $ 1,012,823 $ 412 $ ( 17 ) $ 1,013,218 $ 743,054 $ 270,164
−Removed: 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:
−Removed: Less than 12 Months In Loss Position for
−Removed: Greater than 12 Months Total
−Removed: Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses
+Added: The following table presents the Company’s cash equivalents and marketable securities with unrealized losses by investment category and the length of time the marketable securities have been in a continuous loss position as of December 31, 2025:
+Added: In Loss Position for
+Added: Less than 12 Months
+Added: Fair Value Unrealized Losses
Corporate debt securities $ 25,198 $ ( 17 )
−Removed: Treasury securities 20,497 ( 57 ) 42,423 ( 15 ) 62,920 ( 72 )
Total $ 25,198 $ ( 17 )
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: (In thousands, except share and per share data)
The Company has not observed a significant deterioration in credit quality of these securities, which are highly rated with moderate to low credit risk.
8 unchanged sentences
Total $ 1,012,823 $ 1,013,218
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: (In thousands, except share and per share data)
FAIR VALUE OF FINANCIAL INSTRUMENTS
4 unchanged sentences
Money market accounts $ 741,498 $ — $ — $ 741,498
+Added: Certificates of deposit — 1,556 — 1,556
Marketable securities, current:
4 unchanged sentences
Treasury securities 40,576 — — 40,576
−Removed: Mortgage- and asset-backed securities — 680 — 680
+Added: Asset-backed securities — 1,843 — 1,843
Marketable securities, non-current
+Added: Certificates of deposit — 2,327 — 2,327
Corporate debt securities — 33,509 — 33,509
−Removed: Yankee bonds — 378 — 378
Treasury securities 8,492 — — 8,492
−Removed: Mortgage- and asset-backed securities — 20,869 — 20,869
+Added: Asset-backed securities — 37,919 — 37,919
Total $ 790,566 $ 222,652 $ — $ 1,013,218
+Added: Other non-current liabilities:
+Added: Contingent consideration $ — $ — $ 7,634 $ 7,634
+Added: Total $ — $ — $ 7,634 $ 7,634
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: (In thousands, except share and per share data)
December 31, 2024
8 unchanged sentences
Treasury securities 55,568 — — 55,568
+Added: Mortgage- and asset-backed securities — 680 — 680
Marketable securities, non-current
Corporate debt securities — 28,887 — 28,887
+Added: Yankee bonds — 378 — 378
Treasury securities 10,552 — — 10,552
1 unchanged sentence
Total $ 277,739 $ 142,515 $ — $ 420,254
−Removed: Other non-current liabilities:
−Removed: Contingent consideration $ — $ — $ 1,056 $ 1,056
−Removed: 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.
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: (In thousands, except share and per share data)
There were no transfers between fair value measurement levels during the years ended December 31, 2025 and 2024.
+Added: Contingent Consideration
+Added: The Company recorded a contingent consideration liability related to potential earnout payments based on revenue targets pursuant to the GEOST Purchase Agreement.
+Added: The estimated fair value of the contingent consideration is recorded using significant unobservable measures and other fair value inputs and is therefore classified as a Level 3 financial instrument.
+Added: The following table presents contingent consideration obligations measured on a recurring basis using Level 3 inputs for the year ended December 31, 2025:
+Added: December 31, 2024
+Added: Acquisition-related contingent consideration 18,258
+Added: Fair value adjustment
+Added: December 31, 2025
+Added: During the year ended December 31, 2025, the fair value of contingent consideration for the earn-out in connection with the acquisition of GEOST decreased, primarily due to a push out of forecasted revenues, resulting from the delay in contract awards caused by the government shutdown.
Convertible Senior Notes
4 unchanged sentences
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.
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: (In thousands, except share and per share data)
Inventories as of December 31, 2025 and 2024 consisted of the following:
18 unchanged sentences
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.
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: (In thousands, except share and per share data)
PROPERTY, PLANT AND EQUIPMENT, NET
8 unchanged sentences
Property, plant and equipment—net $ 319,473 $ 194,838
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: (In thousands, except share and per share data)
Depreciation expense recorded in the consolidated statements of operations and comprehensive loss during the years ended December 31, 2025, 2024 and 2023 consisted of the following:
2 unchanged sentences
Cost of revenues $ 12,749 $ 11,088 $ 8,481
−Removed: Research and development 5,890 4,700 1,981
+Added: Research and development, net 8,433 5,890 4,700
Selling, general and administrative 4,187 2,798 2,226
1 unchanged sentence
GOODWILL AND INTANGIBLE ASSETS, NET
−Removed: The carrying amount of goodwill for the space systems reportable segment was $ 71,020 as of December 31, 2024 and 2023.
+Added: The carrying amount of goodwill for the space systems reportable segment was $ 205,750 and $ 71,020 and as of December 31, 2025 and 2024, respectively.
+Added: No impairment losses have been recognized on goodwill to date.
Intangible Assets
13 unchanged sentences
Total $ 287,329 $ ( 62,583 ) $ 224,746
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: (In thousands, except share and per share data)
December 31, 2024
11 unchanged sentences
Total $ 103,117 $ ( 44,480 ) $ 58,637
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: (In thousands, except share and per share data)
Amortization expense recorded in the consolidated statements of operations and comprehensive loss during the years ended December 31, 2025, 2024 and 2023, respectively consisted of the following:
2 unchanged sentences
Cost of revenues $ 13,899 $ 7,110 $ 7,106
−Removed: Research and development 45 90 3,449
+Added: Research and development, net 16 45 90
Selling, general and administrative 4,041 4,913 5,904
13 unchanged sentences
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.
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
11 unchanged sentences
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.
−Removed: Since the issuance of the Notes, the Company has not received a notice from the holders.
+Added: During the year ended December 31, 2025, the Company received conversion notices for $ 199,346 aggregate principal amount of Notes.
+Added: These conversions resulted in the issuance of 38,892,968 shares of common stock in accordance with the terms of the Indenture governing the Notes.
As of December 31, 2025, 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.
9 unchanged sentences
The premiums paid for the Capped Call Transactions have been included as a net reduction to additional paid-in capital within shareholders’ equity.
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1 unchanged sentence
Trinity Master Equipment Financing Agreement
−Removed: 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”).
−Removed: 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:
+Added: 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 “Trinity Loan Agreement”) with Trinity Capital, Inc., a Maryland corporation (the “Lender”) to provide financing for certain equipment and other property (the “Equipment”).
+Added: The Trinity 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.
−Removed: After the Blanket Lien Draw is repaid in full, Borrowers may make Draws as follows:
+Added: After the Blanket Lien Draw was repaid in full, Borrowers were able to 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;
−Removed: 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.
−Removed: 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 .
+Added: and (y) $ 20,000 to be drawn at Borrower’s option between January 1, 2025 and June 30, 2025, subject to customary conditions.
+Added: The monthly payment factors under the Trinity Loan Agreement and Blanket Lien Draw had 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.
−Removed: 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.
−Removed: As of December 31, 2024 the effective interest rate under the Loan Agreement was 14.9 %.
−Removed: The Company is required to pay an end of term charge of $ 700 upon repayment of the Effective Date Draw.
−Removed: The future principal payments under the Loan Agreement as of December 31, 2024 were as follows:
−Removed: 2025 $ 12,045
−Removed: Total $ 58,281
+Added: On February 8, 2024, the Company paid off all obligations under the Blanket Lien Draw in the amount of $ 38,778 , which includes principal, unpaid interest and legal fees, resulting in a loss on extinguishment of debt of $ 1,330 for the year ended December 31, 2024, included in other income, net in the consolidated statements of operations and comprehensive loss.
+Added: On March 20, 2025, the Company made a draw of $ 25,000 under the Trinity Loan Agreement (the “March 2025 Draw”).
+Added: This March 2025 Draw has a term of sixty ( 60 ) months and a rate factor of 0.022266 .
+Added: On December 15, 2025, the Company paid off all obligations under the Trinity Loan Agreement in the amount of $ 69,120 , which includes principal, prepayment fees, end of term and other fees and unpaid interest, resulting in a loss on extinguishment of debt of $ 5,926 for the year ended December 31, 2025.
+Added: As a result, the Trinity Loan Agreement was terminated.
Hercules Capital Secured Term Loan
8 unchanged sentences
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.
−Removed: The Hercules Capital Secured Term Loan was terminated.
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
+Added: As a result, the Hercules Capital Secured Term Loan was terminated.
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data)
+Added: STOCKHOLDERS’ EQUITY
+Added: Preferred Stock
+Added: 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”).
+Added: 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.
+Added: At the Closing, the Company issued 50,951,250 shares of Preferred Stock to the Trust.
+Added: On June 17, 2025, the Trust converted 5,000,000 shares of the Preferred Stock to common stock on a one -for-one basis in accordance with the Certificate of Designation.
+Added: The common stock exchanged in the Preferred Stock Exchange were reacquired at no cost and held in treasury stock until they are reissued or retired.
+Added: The fair value of the Preferred Stock issued was determined to be equal to the fair value of the common stock exchanged.
+Added: The Preferred Stock has the rights and restrictions set forth in a Certificate of Designation.
+Added: 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”).
+Added: 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.
+Added: A “Permitted Transferee” is defined in the Certificate of Designation and includes Sir Peter and his controlled affiliates.
+Added: The Preferred Stock is not redeemable by the Company at any time.
+Added: 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”).
+Added: 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.
+Added: The right to designate a Preferred Stock Director is nontransferable.
+Added: 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.
+Added: 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.
+Added: The Preferred Stock is not entitled to any scheduled dividend payments.
+Added: Holders will be entitled to receive dividends on shares of Preferred Stock equal (on an as-if-converted-to-common-stock basis) to, and in the same form as dividends actually paid on, all or substantially all of the shares of common stock when, as and if such dividends (other than dividends in the form of common stock) are paid on shares of the common stock, subject to certain exceptions specified in the Certificate of Designation.
+Added: The Preferred Stock will have the right to vote on all matters submitted for a vote of the holders of the common stock, voting together as a single class with the common stock.
+Added: Each Holder will be entitled to cast a number of votes per share equal to the number of shares of common stock into which a share of Preferred Stock is convertible.
+Added: In addition, the Company may not, without the affirmative vote of the Holders of a majority of the then outstanding shares of Preferred Stock:
+Added: (a) alter, amend or repeal any provision of the Company’s certificate of incorporation if it would alter or change the powers, preferences or special rights of the Preferred Stock so as to affect them adversely, (b) alter or amend the Certificate of Designation, or (c) increase the authorized number of shares of Preferred Stock or authorize the issuance of additional shares of Preferred Stock.
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: (In thousands, except share and per share data)
+Added: At-The-Market Offerings
+Added: On March 11, 2025, the Company entered into an ATM Equity Offering Sales Agreement (the “March Sales Agreement”) with BofA Securities, Inc., Cantor Fitzgerald & Co., Stifel, Nicolaus & Company, Incorporated and TD Securities (USA) LLC (collectively, the “March Sales Agents”), pursuant to which the Company offered and sold, from time to time, shares of its common stock having an aggregate offering price of up to $ 500,000 through the March Sales Agents, acting as its agents, or directly to the March Sales Agents, acting as principal (the “March ATM Equity Offering”).
+Added: On September 15, 2025, the Company entered into an ATM Equity Offering Sales Agreement (the “September Sales Agreement”) with BofA Securities, Inc., Cantor Fitzgerald & Co., BTIG, LLC, KeyBanc Capital Markets Inc., Citizens JMP Securities, LLC, Needham & Company, LLC and Roth Capital Partners, LLC (collectively, the “September Sales Agents”), pursuant to which the Company may offer and sell, from time to time, the shares of its common stock having an aggregate offering price of up to $ 750,000 through the September Sales Agents, acting as its agents, or directly to the September Sales Agents, acting as principal (the “September ATM Equity Offering”, and together with the March ATM Equity Offering, the “ATM Equity Offerings”).
+Added: In connection with entering into the September Sales Agreement, the Company terminated the March ATM Equity Offering and the March Sales Agreement.
+Added: During the year ended December 31, 2025, the Company had sold 15,142,133 shares of common stock and generating $ 396,647 in gross proceeds, before deducting $ 9,584 in underwriting discounts, commissions and other expenses under the terminated March ATM Equity Offering.
+Added: During the year ended December 31, 2025, the Company had sold 15,662,372 shares of common stock and generating $ 749,410 in gross proceeds, before deducting $ 17,144 in underwriting discounts, commissions and other expenses under the September ATM Equity Offering.
Equity Classified Common Stock Warrants
11 unchanged sentences
Dividend rate None
−Removed: Public and Private Warrants
−Removed: 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.
−Removed: 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 .
−Removed: 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 .
−Removed: On January 31, 2022, the Public Warrants were delisted from Nasdaq.
−Removed: 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.
−Removed: 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.
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: (In thousands, except share and per share data)
STOCK-BASED COMPENSATION
1 unchanged sentence
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.
−Removed: The Rocket Lab 2013 Stock Option and Grant Plan was terminated, but outstanding awards granted thereunder remain governed by it.
+Added: The Rocket Lab 2013 Stock Option and Grant Plan (the “2013 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.
1 unchanged sentence
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.
−Removed: 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.
+Added: The Company was authorized to issue and has registered with the Securities and Exchange Commission 104,631,817 shares of common stock as equity awards to participants under the 2021 Plan as of December 31, 2025.
There were 91,917,893 shares of common stock available for grant as of December 31, 2025.
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: (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, 2025, 2024 and 2023 consisted of the following:
2 unchanged sentences
Cost of revenues $ 17,633 $ 16,657 $ 12,521
−Removed: Research and development 15,626 21,721 21,127
+Added: Research and development, net 22,072 15,626 21,721
Selling, general and administrative 31,394 24,533 19,219
Total stock-based compensation expense $ 71,099 $ 56,816 $ 53,461
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: (In thousands, except share and per share data)
The following summarizes the stock option activity of the 2013 Plan for the years ended December 31, 2025, 2024 and 2023:
5 unchanged sentences
Forfeited ( 7,556 ) 1.42 0.78 — 31
+Added: 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
−Removed: Forfeited ( 7,556 ) 1.42 0.78 — 31
−Removed: Expired ( 75,596 ) 1.22 0.72 — 326
Outstanding — at December 31, 2024 7,155,236 $ 1.08 $ 0.53 3.46 $ 174,521
Exercised ( 2,459,098 ) 1.05 0.52 2.37 168,975
+Added: Expired ( 543 ) 0.10 0.06 — 38
Outstanding — at December 31, 2025 4,695,595 $ 1.10 $ 0.54 2.51 $ 322,414
4 unchanged sentences
The time-based service vesting condition is generally satisfied over periods of approximately four years as the employees provide service.
−Removed: 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.
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
+Added: As of December 31, 2025, the total unrecognized compensation expense related to unvested restricted stock units granted under the 2021 Plan was $ 108,823 and will be recognized upon vesting.
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
33 unchanged sentences
The Company’s contributions consist of matching contributions, and non-elective contributions on behalf of employees.
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1 unchanged sentence
The Company has operating and finance leases for properties, vehicles and equipment.
−Removed: 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.
+Added: The Company’s operating and finance leases have remaining lease terms of less than one year to twenty-five 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.
30 unchanged sentences
Operating leases $ 39,286 $ 2,871 $ 30,396
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1 unchanged sentence
The weighted average remaining lease term related to operating leases was 8.5 years and 9.0 years as of December 31, 2025 and 2024, respectively.
−Removed: The weighted average discount rate related to operating leases was 6.4 % as of December 31, 2024 and 2023.
−Removed: 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.
+Added: The weighted average discount rate related to operating leases was 6.5 % and 6.4 % as of December 31, 2025 and 2024, respectively.
+Added: The weighted average remaining lease term related to finance leases was 16.4 years and 17.4 years as of December 31, 2025 and 2024, respectively.
The weighted average discount rate related to finance leases was 6.2 % as of December 31, 2025 and 2024.
28 unchanged sentences
In June 2023, the launch services agreement was terminated and as a result, the Company released a $ 4,066 provision for contract losses.
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data)
−Removed: In connection with the SolAero acquisition, the Company assumed a contract with a customer to provide solar panel module at a fixed price.
+Added: In connection with the acquisition of SolAero Holdings, Inc.
+Added: in January 2022, 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.
7 unchanged sentences
Loss before provision for income taxes $ ( 225,897 ) $ ( 189,411 ) $ ( 178,921 )
−Removed: The provision (benefit) for income taxes for the years ended December 31, 2024, 2023 and 2022 were as follows:
+Added: The (benefit) provision for income taxes for the years ended December 31, 2025, 2024 and 2023 were as follows:
Years Ended December 31,
8 unchanged sentences
Total deferred provision ( 30,406 ) 1,049 398
−Removed: Provision for income taxes $ 764 $ 3,650 $ 2,998
+Added: Federal ( 27,825 ) 166 114
+Added: State ( 4,287 ) 294 434
+Added: Foreign 4,424 304 3,102
+Added: (Benefit) provision for income taxes $ ( 27,688 ) $ 764 $ 3,650
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: (In thousands, except share and per share data)
The following is a reconciliation of the U.S.
+Added: federal statutory federal income tax rate to our effective tax rate after adoption of ASU 2023-09:
+Added: Year Ended December 31, 2025
+Added: Amount Percent
+Added: federal statutory income tax rate $ ( 47,438 ) 21.0 %
+Added: State and local income taxes, net of federal income tax effect (1)
+Added: ( 3,387 ) 1.5 %
+Added: Foreign tax effects
+Added: Statutory tax rate difference between New Zealand and United States 7,340 ( 3.2 %)
+Added: Nontaxable research and development tax incentive ( 3,620 ) 1.6 %
+Added: Stock-based payment awards ( 21,733 ) 9.6 %
+Added: Other ( 36 ) — %
+Added: Other foreign jurisdictions 210 ( 0.1 %)
+Added: Effect of changes in tax laws or rates enacted in the current period — — %
+Added: Effect of cross-border tax laws
+Added: Global intangible low-taxed income 2,964 ( 1.3 %)
+Added: Other 360 ( 0.2 %)
+Added: Tax credits — — %
+Added: Changes in valuation allowances 63,389 ( 28.1 %)
+Added: Nontaxable or nondeductible items
+Added: Stock-based payment awards ( 30,856 ) 13.7 %
+Added: Executive compensation (2)
+Added: 3,178 ( 1.4 %)
+Added: Changes in unrecognized tax benefits — — %
+Added: Other adjustments 1,904 ( 0.8 %)
+Added: Effective tax rate $ ( 27,688 ) 12.3 %
+Added: ___________________________________________________
+Added: (1) The state and local jurisdictions that contribute to the majority (greater than 50%) of the tax effect in this category include California.
+Added: (2) Excess tax benefits on share-based payments exclude amounts associated with awards subject to the limitations imposed by Section 162(m) of the Internal Revenue Code.
+Added: 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,
−Removed: 2024 2023 2022
Federal statutory rate 21.0 % 21.0 %
1 unchanged sentence
State taxes, net of federal benefit 6.0 % 3.2 %
−Removed: Transaction costs — % — % 1.4 %
Permanent differences and other ( 2.6 ) % 0.4 %
Uncertain tax positions 1.0 % ( 0.7 %)
−Removed: Warrants — % — % 2.1 %
Stock-based compensation 6.7 % ( 0.5 %)
2 unchanged sentences
Provision for income taxes ( 0.4 ) % ( 2.0 %)
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
19 unchanged sentences
Depreciation and amortization ( 55,059 ) ( 8,411 )
−Removed: Other — ( 719 )
Total deferred tax liabilities ( 79,935 ) ( 26,340 )
4 unchanged sentences
As of December 31, 2025 and 2024, we recorded valuation allowances of $ 304,106 and $ 236,113 , respectively.
−Removed: In 2024, the net increase in our valuation allowance primarily resulted from losses from operations.
−Removed: 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.
−Removed: Capitalized costs are required to be amortized over five years (15 years for expenditures attributable to foreign research).
−Removed: Starting in 2022, we recorded a tax adjustment to capitalize and amortize R&E and software development costs.
+Added: In 2025, the net increase in our valuation allowance primarily resulted from losses from operations, partially offset by the release of the valuation allowance related to the deferred tax liabilities generated from the GEOST acquisition.
+Added: The One Big Beautiful Bill Act (OBBB), enacted on July 4, 2025, restores or makes permanent certain expiring business tax provisions from the Tax Cuts and Jobs Act of 2017.
+Added: Among these changes, the OBBB reinstated the immediate expensing of domestic research and experimental (R&E) costs;
+Added: however, R&E expenditures attributable to foreign research will continue to be capitalized and amortized over 15 years.
Due to the full valuation allowance against our U.S.
−Removed: deferred tax assets, the impact of this adjustment was immaterial.
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: (In thousands, except share and per share data)
+Added: deferred tax assets, the impact of this legislative change is immaterial to our financial statements.
The reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits for the years ended December 31, 2025 and 2024 is as follows:
Balance at beginning of year $ 939 $ 4,887
−Removed: Increase related to prior year tax positions — —
Decrease related to prior year tax positions — ( 1,974 )
−Removed: Increase related to current year tax position — 1,327
Settlements — ( 1,974 )
1 unchanged sentence
As of December 31, 2025 and 2024, the Company has unrecognized tax benefits totaling $ 140 and $ 140 , respectively, which, if recognized, would impact the effective tax rate in future periods.
−Removed: As of December 31, 2024, the Company anticipates that $ 0 of uncertain tax positions will be settled in the next twelve months.
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: (In thousands, except share and per share data)
The Company recognizes interest and penalties related to uncertain tax positions as a component of the income tax provision.
4 unchanged sentences
The years subject to audit may be extended if the entity substantially understates corporate income tax.
−Removed: The Company is not currently under examination in the United States by the Internal Revenue Service or state and local tax authorities.
−Removed: The Company is not currently under examination in New Zealand.
−Removed: We are under audit by the Canada Revenue Agency (“CRA”) for the years ended December 31, 2021 and December 31, 2022.
−Removed: The audit is in the early information request stage and the Company is engaged in discussions with the CRA on the matter.
−Removed: 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.
+Added: The Company is not currently under examination by the IRS, foreign or state and local tax authorities.
At December 31, 2025 and 2024, the Company had federal NOL carryforwards of $ 840,916 and $ 492,496 , respectively, which is comprised of definite and indefinite NOLs.
5 unchanged sentences
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.
−Removed: The Company has completed a Section 382 analysis through December 31, 2021 and determined that an ownership change occurred on August 23, 2013.
−Removed: No further ownership changes occurred through December 31, 2021.
−Removed: However, future ownership changes under Section 382 may limit the Company’s ability to fully utilize any remaining tax benefits.
As of December 31, 2025 and 2024, we have undistributed earnings of our foreign subsidiaries of $ 64,552 and $ 43,266 , 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, 2025 and 2024.
−Removed: NET LOSS PER SHARE
−Removed: 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.
−Removed: 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.
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
+Added: The income taxes paid by jurisdiction or the year ended December 31, 2025 consisted of the following:
+Added: Jurisdiction Year Ended December 31, 2025
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data)
−Removed: 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.
−Removed: Potentially dilutive shares are comprised of common stock warrants, restricted stock units and stock options.
+Added: NET LOSS PER SHARE
+Added: 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.
+Added: Preferred Stock
+Added: The holder of the Preferred Stock has similar rights and characteristics to common stock and for the purposes of the calculation of earnings per share, the Preferred Stock is treated as common stock.
+Added: Earnings Per Share Calculation
+Added: 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.
+Added: 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 and the if-converted method, whichever is more dilutive.
+Added: Potentially dilutive shares are comprised of common stock warrants, restricted stock units, stock options and shares underlying our convertible senior notes.
For the years ended December 31, 2025, 2024 and 2023, 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.
10 unchanged sentences
Shares underlying our convertible senior notes 30,368,547 69,261,530 —
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: (In thousands, except share and per share data)
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.
+Added: The CODM uses gross profit as the measure of segment profit or loss to assess performance and allocate resources.
The Company manages its business primarily based upon two operating segments, launch services and space systems.
15 unchanged sentences
Cost of revenues 117,772 276,846 90,786 229,279 63,827 129,356
−Removed: Gross profit (loss) $ 34,590 $ 81,559 $ 8,067 $ 43,342 $ ( 6,954 ) $ 25,944
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: (In thousands, except share and per share data)
+Added: Gross profit $ 81,270 $ 125,911 $ 34,590 $ 81,559 $ 8,067 $ 43,342
The following table shows information by reportable segment by products and services for the years ended December 31, 2025, 2024 and 2023:
11 unchanged sentences
Cost of revenues 117,772 23,998 90,786 15,444 63,827 14,014
−Removed: Gross profit (loss) $ 34,590 $ 5,543 $ 8,067 $ 2,124 $ ( 6,954 ) $ ( 2,165 )
+Added: Gross profit $ 81,270 $ 7,142 $ 34,590 $ 5,543 $ 8,067 $ 2,124
Management does not regularly review either reporting segment’s total assets or operating expenses.
6 unchanged sentences
The Company has not experienced losses in such accounts and believes it is not exposed to any significant credit risk associated with these accounts.
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: (In thousands, except share and per share data)
The services provided by Rocket Lab are to U.S.
6 unchanged sentences
Dynetics Inc.
−Removed: MDA Corporation * 21 %
−Removed: Northrop Grumman Space Systems * 20 %
+Added: Commercial customer 10 % *
* Accounts receivable, net was less than 10%.
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: (In thousands, except share and per share data)
For the years ended December 31, 2025, 2024 and 2023, the Company’s customers that accounted for 10% or more of the total revenue were as follows:
2025 2024 2023
−Removed: MDA Corporation 23 % 13 % *
Government Customer 28 % 11 % *
+Added: MDA Corporation * 23 % 13 %
Northrop Grumman Space Systems * * 13 %
12 unchanged sentences
Total $ 601,799 100 % $ 436,214 100 % $ 244,592 100 %
+Added: ROCKET LAB CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: (In thousands, except share and per share data)
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, 2025 and 2024:
6 unchanged sentences
RELATED PARTY TRANSACTIONS
+Added: On January 7, 2025, the Preferred Stock Exchange was consummated and the Company filed the Certificate of Designation with the Secretary of State of the State of Delaware, which became effective upon filing.
+Added: At the Closing, the Company issued 50,951,250 shares of Preferred Stock to the Trust.
+Added: On June 17, 2025, the Trust converted 5,000,000 shares of the Preferred Stock to common stock on a one-for-one basis in accordance with the Certificate of Designation.
+Added: See Note 13 for additional information on the Preferred Stock Exchange.
As of December 31, 2025 and 2024, there are no amounts due to or from related parties.
−Removed: ROCKET LAB USA, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: (In thousands, except share and per share data)
SUBSEQUENT EVENTS
−Removed: Preferred Stock Exchange
−Removed: 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”).
−Removed: 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.
−Removed: At the Closing, the Company issued 50,951,250 shares of Preferred Stock to the Trust.
−Removed: The Preferred Stock has the rights and restrictions set forth in a Certificate of Designation.
−Removed: 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”).
−Removed: 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.
−Removed: A “Permitted Transferee” is defined in the Certificate of Designation and includes Sir Peter and his controlled affiliates.
−Removed: The Preferred Stock is not redeemable by the Company at any time.
−Removed: 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”).
−Removed: 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.
−Removed: The right to designate a Preferred Stock Director is nontransferable.
−Removed: 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.
−Removed: 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.
+Added: Notes Conversion
+Added: Subsequent to December 31, 2025 and through February 20, 2026, the Company received conversion notices for $ 117,341 aggregate principal amount of Notes.
+Added: These conversions resulted in the issuance of 22,893,559 shares of common stock in accordance with the terms of the Indenture governing the Notes.
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.
−Removed: Rocket Lab USA, Inc.
+Added: Rocket Lab Corporation
February 26, 2026
9 unchanged sentences
/s/ Edward Frank Director February 26, 2026
−Removed: /s/ Matthew Ocko Director February 27, 2025
/s/ Jon Olson Director February 26, 2026
5 unchanged sentences
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.