Rocket Lab Corp 10-Q for FY2025 Q3
Rocket Lab Corp (RKLB)
10-Q
2025-11-10
For: 2025-09-30
View Original
Added on
April 08, 2026
About this 10-Q
Rocket Lab Corp filed this 10-Q on November 10, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $155.08M
- up 48.0% from $104.81M a year earlier
- Net loss
- $18.26M
- compared with a net loss of $51.94M a year earlier
- Diluted EPS
- -$0.03
- compared with -$0.10 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________________________________________________
FORM 10-Q
_________________________________________________________
(Mark One)
For the quarterly period ended September 30, 2025
OR
For the transition period from___________to
Commission File Number: 001-39560
_________________________________________________________
(Exact Name of Registrant as Specified in its Charter)
_________________________________________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code: (714 ) 465-5737
_________________________________________________________
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| x | Accelerated filer | o | ||||||||||||
| Non-accelerated filer | o | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of November 5, 2025, the registrant had 534,156,333 shares of common stock, $0.0001 par value per share, outstanding.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Quarterly Report on Form 10-Q may constitute “forward-looking statements” for purposes of the federal securities laws. The information included in this Quarterly Report on Form 10-Q has been provided by us and our management, and such forward-looking statements include statements relating to the expectations, hopes, beliefs, intentions or strategies regarding the future of Rocket Lab Corporation (the “Company”) and its management team. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “could,” “expect,” “intends,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on current expectations and beliefs concerning future developments and their potential effects on Rocket Lab. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described below and under the heading “Risk Factors.”
•Our ability to effectively manage future growth and achieve operational efficiencies;
•any inability of us to operate our Electron Launch Vehicle (“Electron”) at its anticipated launch rate, including due to any government action related to launch failure and our ability to operate, could adversely impact our business, financial condition and results of operations;
•our inability to develop our Neutron Launch Vehicle (“Neutron”) or significant delays in developing Neutron could adversely impact our business, financial condition and results of operations;
•our inability to utilize our launch pads at our private launch complex in Mahia, New Zealand or at NASA’s Wallops Flight Facility, at Wallops Island, Virginia with sufficient frequency to support our launch cadence and future related revenue growth expectations;
•our spacecraft, space systems or space system components failing to operate as intended could have a material adverse effect on our business, financial condition and results of operations;
•changes in the competitive and highly regulated industries in which we operate, variations in operating performance across competitors, changes in laws and regulations affecting our business and changes in our capital structure;
•changes in governmental policies, priorities, regulations, mandates or funding for programs in which we or our customers participate, which could negatively impact our business;
•changes in trade policies, including tariffs;
•loss of, or default by, one or more of our key customers or inability of customers to fund contractual commitments, which could result in a decline in future revenues, cancellation of contracted launches or space systems orders or termination or default of existing agreements;
•the inability to comply with, and costs associated with complying, any applicable regulations, and specifically, United States (“U.S.”) government contract regulations, which could result in loss of contract opportunities, contract modifications or termination, assessment of penalties and fines, and suspension or debarment from U.S. government contracting or subcontracting;
•success in retaining or recruiting, or changes required in, officers, key employees or directors, and our ability to attract and retain key personnel, including Sir Peter Beck, our President, Chief Executive Officer and Chairman;
•defects in or failure of our products to operate in the expected manner, including any launch failure, which could result in a loss of revenue, impact our business, prospects and profitability, increase our insurance rates and damage our reputation and ability to obtain future customers;
•inability or failure to protect intellectual property;
•disruptions in the supply of key raw materials or components used to produce our products or increases in prices of raw materials, including restrictions on our ability to obtain rare earth minerals;
•the ability to implement our business plans, forecasts and other expectations, including the integration of recently acquired businesses, and to identify and realize additional opportunities;
•the diversion of management’s attention and consumption of resources as a result of acquisitions of other companies and success in integrating and otherwise achieving the benefits of recent and potential acquisitions;
•our inability to effectively integrate or benefit from recently purchased assets or businesses;
•global inflation and interest rates;
•impacts of the wars in Ukraine, Israel, Iran or other global conflicts;
•fluctuations in foreign exchange rates;
•the risk of downturns in government and commercial launch services and spacecraft industries;
•our ability to anticipate changes in the markets for rocket launch services, mission services, spacecraft and spacecraft components;
•the inability or failure to comply with contractual requirements or covenants;
•failure to maintain adequate operational and financial resources or raise additional capital or generate sufficient cash flows;
•any significant disruption in or unauthorized access to our computer systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks; and
•other factors detailed under the section of this Quarterly Report on Form 10-Q entitled “Risk Factors.”
Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified by a global crises and/or any response to such a crisis and there may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed with the Securities and Exchange Commission (the “SEC”) as exhibits to this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect. All forward-looking statements are qualified in their entirety by this cautionary statement.
You should also note that we may announce material business and financial information to our investors using our website (including at https://investors.rocketlabcorp.com), filings with the SEC, webcasts, press releases, and conference calls. We use these mediums, as well as our official corporate accounts on social media outlets such as X (formerly Twitter), Facebook, LinkedIn, Instagram, Bluesky and YouTube, to broadcast our launches and other significant events, and to communicate with the public about our company, our products, and other matters. It is possible that the information that we make available may be deemed to be material information. We therefore encourage investors and others interested in our company to review the information that we make available on our website and through our other official social media channels. The information contained on, or that can be accessed through, our website or our social media channels is not a part of this Quarterly Report on Form 10-Q.
Unless the context requires otherwise, references in this Quarterly Report to “Rocket Lab,” “Company,” “we,” “us” and “our” refer to Rocket Lab Corporation and our subsidiaries.
ROCKET LAB CORPORATION AND SUBSIDIARIES
FORM 10-Q
September 30, 2025
Table of Contents
| Page | ||||||||
4
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
ROCKET LAB CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2025 AND DECEMBER 31, 2024
(unaudited; in thousands, except share and per share values)
| September 30, 2025 (unaudited) | December 31, 2024 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Marketable securities, current | |||||||||||
| Accounts receivable, net | |||||||||||
| Contract assets | |||||||||||
| Inventories | |||||||||||
| Prepaids and other current assets | |||||||||||
| Total current assets | |||||||||||
| Non-current assets: | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Right-of-use assets - operating leases | |||||||||||
| Right-of-use assets - finance leases | |||||||||||
| Marketable securities, non-current | |||||||||||
| Restricted cash | |||||||||||
| Deferred income tax assets, net | |||||||||||
| Other non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Stockholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Trade payables | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Employee benefits payable | |||||||||||
| Contract liabilities | |||||||||||
| Current installments of long-term borrowings | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Non-current liabilities: | |||||||||||
| Convertible senior notes, net | |||||||||||
| Long-term borrowings, net, excluding current installments | |||||||||||
| Non-current operating lease liabilities | |||||||||||
| Non-current finance lease liabilities | |||||||||||
| Deferred tax liabilities | |||||||||||
| Other non-current liabilities | |||||||||||
| Total liabilities | |||||||||||
| COMMITMENTS AND CONTINGENCIES (Note 15) | |||||||||||
| Stockholders’ equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
Treasury stock, at cost; shares: | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
ROCKET LAB CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(unaudited; in thousands, except share and per share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Product revenues | $ | $ | $ | $ | |||||||||||||||||||
| Service revenues | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Cost of revenues: | |||||||||||||||||||||||
| Cost of product revenues | |||||||||||||||||||||||
| Cost of service revenues | |||||||||||||||||||||||
| Total cost of revenues | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development, net | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating loss | ( | ( | ( | ( | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Gain (loss) on foreign exchange | ( | ( | ( | ||||||||||||||||||||
| Other (expense) income, net | ( | ( | |||||||||||||||||||||
| Total other (expense) income, net | ( | ( | |||||||||||||||||||||
| Loss before income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Benefit (provision) for income taxes | ( | ( | |||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive loss, net of tax: | |||||||||||||||||||||||
| Foreign currency translation (loss) gain | ( | ( | |||||||||||||||||||||
| Unrealized gain on available-for-sale marketable securities | |||||||||||||||||||||||
| Comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net loss per share attributable to Rocket Lab Corporation: | |||||||||||||||||||||||
| Basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted-average common shares outstanding: | |||||||||||||||||||||||
| Basic and diluted | |||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
ROCKET LAB CORPORATION, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(unaudited; in thousands, except share and per share data)
| Preferred Stock | Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2024 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under equity plans | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under ATM Equity Offering, net of issuance costs | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock Exchange | — | ( | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| March 31, 2025 | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under equity plans | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under ATM Equity Offering, net of issuance costs | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock conversion | ( | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| June 30, 2025 | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under equity plans | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under ATM Equity Offerings, net of issuance costs | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for acquisition | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| September 30, 2025 | $ | $ | ( | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2023 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under equity plans | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of capped calls | — | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| March 31, 2024 | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under equity plans | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for acquisition | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| June 30, 2024 | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under equity plans | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| September 30, 2024 | $ | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
ROCKET LAB CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(unaudited; in thousands)
| For the Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Stock-based compensation expense | |||||||||||
| Loss (gain) on disposal of assets | ( | ||||||||||
| Loss on extinguishment of long-term debt | |||||||||||
| Amortization of debt issuance costs and discount | |||||||||||
| Noncash lease expense | |||||||||||
| Change in the fair value of contingent consideration | ( | ||||||||||
| Accretion of marketable securities purchased at a discount | ( | ( | |||||||||
| Deferred income taxes | ( | ||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable, net | ( | ||||||||||
| Contract assets | ( | ||||||||||
| Inventories | ( | ( | |||||||||
| Prepaids and other current assets | ( | ||||||||||
| Other non-current assets | |||||||||||
| Trade payables | ( | ||||||||||
| Accrued expenses | |||||||||||
| Employee benefits payables | |||||||||||
| Contract liabilities | ( | ||||||||||
| Other current liabilities | ( | ||||||||||
| Non-current lease liabilities | ( | ( | |||||||||
| Other non-current liabilities | |||||||||||
| Net cash used in operating activities | ( | ( | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Purchases of property, equipment and software | ( | ( | |||||||||
| Proceeds on disposal of assets, net | |||||||||||
| Cash paid for business combination, net of acquired cash | ( | ||||||||||
| Purchases of marketable securities | ( | ( | |||||||||
| Maturities of marketable securities | |||||||||||
| Sale of marketable securities | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
| Proceeds from ATM Equity Offerings | |||||||||||
| Issuance costs related to ATM Equity Offerings | ( | ||||||||||
| Proceeds from the exercise of stock options | |||||||||||
| Proceeds from Employee Stock Purchase Plan | |||||||||||
| Proceeds from sale of employees restricted stock units to cover taxes | |||||||||||
| Minimum tax withholding paid on behalf of employees for restricted stock units | ( | ( | |||||||||
| Purchase of capped calls related to issuance of convertible senior notes | ( | ||||||||||
| Proceeds from issuance of convertible senior notes | |||||||||||
| Proceeds from secured term loans | |||||||||||
| Repayments on secured term loan | ( | ( | |||||||||
| Payment of debt issuance costs | ( | ( | |||||||||
| Finance lease principal payments | ( | ( | |||||||||
| Net cash provided by financing activities | |||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ||||||||||
| Net increase in cash and cash equivalents and restricted cash | |||||||||||
| Cash and cash equivalents, and restricted cash, beginning of period | |||||||||||
| Cash and cash equivalents, and restricted cash, end of period | $ | $ | |||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||||||||||
| Cash paid for interest | $ | $ | |||||||||
| Cash paid for income taxes | |||||||||||
| SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES: | |||||||||||
| Unpaid purchases of property, equipment and software | |||||||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | |||||||||||
| Issuance of common stock for payment of accrued bonus | |||||||||||
| Accrued issuance costs in connection with ATM Equity Offerings | |||||||||||
| Common stock issued in acquisition, at fair value | |||||||||||
Contingent consideration assumed at acquisition | |||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
ROCKET LAB CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2025 AND DECEMBER 31, 2024 AND FOR THE
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(unaudited; in thousands, except share and per share data)
1.DESCRIPTION OF THE BUSINESS
Rocket Lab Corporation (“Rocket Lab” and, together with its consolidated subsidiaries, the “Company,” “we,” “us” or “our”) is an end-to-end space company with an established track record of mission success headquartered in Long Beach, California and is the parent company for several wholly owned operating subsidiaries located in the United States, New Zealand, Canada and Australia. We deliver reliable launch services, spacecraft design services, spacecraft components, spacecraft manufacturing and other spacecraft and on-orbit management solutions that make it faster, easier and more affordable to access space. We operate one of the only private orbital launch ranges in the world, located in Mahia, New Zealand, enabling a unique degree of operational flexibility and control of customer launch manifests and mission assurance. While our business has historically been centered on the manufacture of small-class launch vehicles and related sale of launch services, we are currently innovating in the areas of medium-class launch vehicle and launch services, space systems design and manufacturing, on-orbit management solutions, and space data applications.
Merger and Consummation of Holding Company Reorganization
2.SIGNIFICANT ACCOUNTING POLICIES
Principals of Consolidation and Basis of Presentation
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.
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Other Significant Accounting Policies
There have been no significant changes to the Company’s significant accounting policies during the nine months ended September 30, 2025, except for an update of an accounting policy with respect to Revenue Recognition. Refer to Note 2 - Significant Accounting Policies disclosed in the “Notes to Consolidated Financial Statements” in the Company’s Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 27, 2025, as amended by Form 10-K/A filed with the SEC on April 30, 2025.
Revenue Recognition
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. 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.
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. 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.
Recent Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which focuses on the rate reconciliation and income taxes paid. ASU 2023-09 requires a public business entity (“PBE”) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, further disaggregated out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received, disaggregated by federal, state/local, and foreign 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. 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 present the pre-ASU 2023-09 disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all period presented. The Company is currently assessing the potential impact of adopting ASU 2023-09 on its financial statements.
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (DISE) (“ASU 2024-03”), which requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The amendments in ASU 2024-03 will be applied prospectively with the option for retrospective application and early adoption is permitted. The Company is assessing the potential impact of adopting ASU 2024-03 on its financial statements.
3.REVENUES
The following table provides information about revenue by recognition model during the three and nine months ended September 30, 2025 and 2024:
| Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||||||||||||
| Revenues by recognition model | Launch Services | Space Systems | Total | Launch Services | Space Systems | Total | ||||||||||||||||||||||||||||||||
| Point-in-time | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Over-time | ||||||||||||||||||||||||||||||||||||||
| Total revenue by recognition model | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
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| Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||||||||||||
| Revenues by recognition model | Launch Services | Space Systems | Total | Launch Services | Space Systems | Total | ||||||||||||||||||||||||||||||||
| Point-in-time | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Over-time | ||||||||||||||||||||||||||||||||||||||
| Total revenue by recognition model | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
The timing of revenue recognition, billings, and cash collections results in billed accounts receivable, unbilled receivables (presented within contract assets) and customer advances and deposits (presented within contract liabilities) on the condensed consolidated balance sheets, where applicable. Amounts are generally billed as work progresses in accordance with agreed-upon milestones. These individual contract assets and liabilities are reported in a net position on a contract-by-contract basis on the condensed consolidated balance sheets at the end of each reporting period.
The following table presents the balances related to enforceable contracts as of September 30, 2025 and December 31, 2024:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Contract balances | |||||||||||
| Accounts receivable, net | $ | $ | |||||||||
| Contract assets | |||||||||||
| Contract liabilities | ( | ( | |||||||||
Changes in contract liabilities for the three months ended September 30, 2025 were as follows:
| Contract liabilities, at June 30, 2025 | $ | ||||
| Contract liabilities assumed at acquisition | |||||
| Customer advances received or billed, net | |||||
| Recognition of unearned revenue | ( | ||||
| Contract liabilities, at September 30, 2025 | $ | ||||
Changes in contract liabilities for the nine months ended September 30, 2025 were as follows:
| Contract liabilities, at December 31, 2024 | $ | ||||
| Contract liabilities assumed at acquisition | |||||
| Customer advances received or billed, net | |||||
| Recognition of unearned revenue | ( | ||||
| Contract liabilities, at September 30, 2025 | $ | ||||
The revenue recognized from the contract liabilities consisted of the Company satisfying performance obligations during the normal course of business.
The net 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 three and nine months ended September 30, 2025, was an upward adjustment to revenue of $10,302 and a downward adjustment of $4,712 , respectively. For the three and nine months ended September 30, 2024, the impact was not material.
Included in the upward adjustment for the three months ended September 30, 2025, the Company recorded an upward adjustment to revenue of $13,269 related to an individual contract. This cumulative catch-up adjustment was recorded as a result of incorporating a reliable estimate of the costs to complete the contract due to unique mission security and launch risks. Included in the downward adjustment for the nine months ended September 30, 2025, the Company recorded a downward adjustment to revenue of $10,216 related to an individual contract. This cumulative catch-up adjustment resulted from changes in the estimated costs to complete the contract.
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Backlog
The Company’s backlog represents the estimated transaction prices on performance obligations to the Company’s customers for which work remains to be performed. The amount of backlog increases with new contracts or additions to existing contracts and decreases as revenue is recognized on existing contracts. Contracts are included in the amount of backlog when an enforceable agreement has been reached. Remaining backlog totaled $1,095,977 as of September 30, 2025, of which approximately 57 % is expected to be recognized within 12 months, with the remaining 43 % to be recognized beyond 12 months.
Concentration of Credit Risk and Significant Customers
As of September 30, 2025, the Company’s customer that accounted for 10% or more of the total accounts receivable, net, was as follows:
| September 30, 2025 | |||||
| Government customer | % | ||||
For the nine months ended September 30, 2025, the Company’s customer that accounted for 10% or more of the total revenue, was:
| Nine Months Ended September 30, 2025 | |||||
| Government customer | % | ||||
Customer Financing
In connection with the signing of two separate multi-launch agreements with commercial customers, the Company entered into subordinated loan and security agreements. The commercial customers may choose to have certain milestone payments financed under the terms of the subordinated loan and security agreements. The receivables will bear no interest until the initial launch dates passes, after which interest will accrue at a fixed rate of 10.8 % or 12.6 %, based on the commercial customer. Principal and interest payments will be made over 12 quarterly payments from the launch date.
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 September 30, 2025 and December 31, 2024, the Company had $4,500 and $4,200 customer financing receivable in prepaids and other currents assets, respectively and $12,563 and $15,567 customer financing receivable in other non-current assets, respectively, on the condensed consolidated balance sheets. Customer financing interest income for the three and nine months ended September 30, 2025 was $407 and $1,284 , respectively. Customer financing interest income for the three and nine months ended September 30, 2024 was $406 and $887 , respectively.
4.BUSINESS COMBINATION
GEOST
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 (“LightRigde Solutions”), and LightRidge Interco Solutions Holdings, Inc. (“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.
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”). Additionally, the 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. Refer to the table below under “Acquisition Consideration” for additional information.
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Acquisition Consideration
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:
| August 12, 2025 | ||||||||
| Cash consideration | $ | |||||||
Fair value of common stock issued (1) | ||||||||
Contingent consideration (2) | ||||||||
| Purchase consideration | $ | |||||||
| Description | ||||||||
| Cash and cash equivalents | $ | |||||||
| Accounts receivable | ||||||||
| Contract assets | ||||||||
| Inventories | ||||||||
| Prepaids and other current assets | ||||||||
| Property, plant and equipment | ||||||||
| Intangible assets | ||||||||
| Right-of-use assets - operating leases | ||||||||
| Other non-current assets | ||||||||
| Trade payables | ( | |||||||
| Accrued expenses | ( | |||||||
| Employee benefits payable | ( | |||||||
| Contract liabilities | ( | |||||||
| Other current liabilities | ( | |||||||
| Non-current operating lease liabilities | ( | |||||||
| Deferred tax liabilities | ( | |||||||
| Identifiable net assets acquired | ||||||||
| Goodwill | ||||||||
| Total purchase price | $ | |||||||
(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.
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The following is a summary of preliminary identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets:
| Type | Estimated Life in Years | Fair Value | ||||||||||||
| Developed technology | $ | |||||||||||||
| Backlog | ||||||||||||||
| Total identifiable intangible assets acquired | $ | |||||||||||||
Goodwill of $146,689 was recorded for the GEOST acquisition, representing the excess of the purchase price over the fair value of the identifiable net assets. 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. The majority of goodwill is not expected to be deductible for income tax purposes.
The Company’s condensed consolidated statements of operations for the three months ended September 30, 2025 includes revenues and operating loss of $4,998 and $2,140 , respectively, related to the GEOST acquisition.
Measurement Period
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. Specifically, the Company is evaluating outstanding matters, including but not limited to, legal contingencies, other receivables, tax-related items, other assets and projection assumptions. Measurement period adjustments, if applicable, will be applied in the reporting period in which the adjustment amounts are determined.
Unaudited Pro Forma Information
The unaudited consolidated financial information summarized in the following table gives effect to the GEOST acquisition assuming it occurred on January 1, 2024. 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 acquisitions. 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, 2024, nor does the information project results for any future period.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
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5.CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES
Cash and cash equivalents and marketable securities consisted of the following as of September 30, 2025 and December 31, 2024:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Marketable securities, current | |||||||||||
| Marketable securities, non-current | |||||||||||
| Total cash and cash equivalents and marketable securities | $ | $ | |||||||||
As of September 30, 2025, cash equivalents and marketable securities consisted of the following:
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Cash Equivalents | Marketable Securities | ||||||||||||||||||||||||||||||
| Money market accounts | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Certificates of deposit | |||||||||||||||||||||||||||||||||||
| Commercial paper | ( | ||||||||||||||||||||||||||||||||||
| Corporate debt securities | ( | ||||||||||||||||||||||||||||||||||
| Yankee bonds | |||||||||||||||||||||||||||||||||||
| U.S. Treasury securities | ( | ||||||||||||||||||||||||||||||||||
| Mortgage- and asset-backed securities | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||
The following table presents the Company’s 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 September 30, 2025:
| In Loss Position for Less than 12 Months | In Loss Position for Greater than 12 Months | Total | |||||||||||||||||||||||||||||||||
| Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | ||||||||||||||||||||||||||||||
| Commercial paper | ( | $ | $ | $ | $ | ( | |||||||||||||||||||||||||||||
| Corporate debt securities | ( | ( | ( | ||||||||||||||||||||||||||||||||
| U.S. Treasury securities | ( | ( | |||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
The Company has not observed a significant deterioration in credit quality of these securities, which are highly rated with moderate to low credit risk. Declines in value are largely attributable to current global economic conditions. The securities continue to make timely principal and interest payments, and the fair values are expected to recover as they approach maturity. The Company does not intend to sell the securities, and it is not more likely than not that the Company will be required to sell the securities, before the respective recoveries of their amortized cost bases, which may be maturity. As of September 30, 2025, the Company had not recognized an allowance for credit losses on any marketable securities in an unrealized loss position.
The following table summarizes the contractual maturities of the Company’s cash equivalents and marketable securities as of September 30, 2025:
| Amortized Cost | Fair Value | ||||||||||
| Due within one year | $ | $ | |||||||||
| Due within one to two years | |||||||||||
| Total | $ | $ | |||||||||
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6.FAIR VALUE OF FINANCIAL INSTRUMENTS
As of September 30, 2025 and December 31, 2024 the following financial assets and liabilities are measured at fair value on a recurring basis and are categorized using the fair value hierarchy as follows:
| September 30, 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash equivalents: | |||||||||||||||||||||||
| Money market accounts | $ | $ | $ | $ | |||||||||||||||||||
| U.S. Treasury securities | |||||||||||||||||||||||
| Marketable securities, current: | |||||||||||||||||||||||
| Certificates of deposit | |||||||||||||||||||||||
| Commercial paper | |||||||||||||||||||||||
| Corporate debt securities | |||||||||||||||||||||||
| Yankee bonds | |||||||||||||||||||||||
| U.S. Treasury securities | |||||||||||||||||||||||
| Mortgage- and asset-backed securities | |||||||||||||||||||||||
| Marketable securities, non-current | |||||||||||||||||||||||
| Corporate debt securities | |||||||||||||||||||||||
| Yankee bonds | |||||||||||||||||||||||
| U.S. Treasury securities | |||||||||||||||||||||||
| Mortgage- and asset-backed securities | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Other non-current liabilities: | |||||||||||||||||||||||
| Contingent consideration | $ | $ | $ | $ | |||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash equivalents: | |||||||||||||||||||||||
| Money market accounts | $ | $ | $ | $ | |||||||||||||||||||
| Marketable securities, current: | |||||||||||||||||||||||
| Certificates of deposit | |||||||||||||||||||||||
| Commercial paper | |||||||||||||||||||||||
| Corporate debt securities | |||||||||||||||||||||||
| Yankee bonds | |||||||||||||||||||||||
| U.S. Treasury securities | |||||||||||||||||||||||
| Mortgage- and asset-backed securities | |||||||||||||||||||||||
| Marketable securities, non-current | |||||||||||||||||||||||
| Corporate debt securities | |||||||||||||||||||||||
| Yankee bonds | |||||||||||||||||||||||
| U.S. Treasury securities | |||||||||||||||||||||||
| Mortgage- and asset-backed securities | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
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.
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There were no transfers between fair value measurement levels during the nine months ended September 30, 2025.
Contingent Consideration
The Company recorded a contingent consideration liability related to potential earnout payments based on revenue targets pursuant to the GEOST Purchase Agreement. 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.
The following table presents contingent consideration obligations measured on a recurring basis using Level 3 inputs as of September 30, 2025 and December 31, 2024:
| December 31, 2024 | $ | |||||||
| Acquisition-related contingent consideration | ||||||||
| September 30, 2025 | $ | |||||||
Convertible Senior Notes
7.INVENTORIES
Inventories as of September 30, 2025 and December 31, 2024 consisted of the following:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work in process | |||||||||||
| Finished goods | |||||||||||
| Total inventories | $ | $ | |||||||||
8.PREPAIDS AND OTHER CURRENT ASSETS
Prepaids and other current assets as of September 30, 2025 and December 31, 2024 consisted of the following:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Prepaid expenses and deposits | $ | $ | |||||||||
| Government grant receivables | |||||||||||
| Customer financing receivables | |||||||||||
| Other current assets | |||||||||||
| Total prepaids and other current assets | $ | $ | |||||||||
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9.PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net, as of September 30, 2025 and December 31, 2024 consisted of the following:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Buildings and improvements | $ | $ | |||||||||
| Machinery, equipment, vehicles and office furniture | |||||||||||
| Computer equipment, hardware and software | |||||||||||
| Launch site assets | |||||||||||
| Construction in process | |||||||||||
| Property, plant and equipment—gross | |||||||||||
| Less accumulated depreciation and amortization | ( | ( | |||||||||
| Property, plant and equipment—net | $ | $ | |||||||||
Depreciation expense recorded in the condensed consolidated statements of operations and comprehensive loss during the three and nine months ended September 30, 2025 and 2024 consisted of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| Depreciation expense | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Cost of revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Research and development, net | ||||||||||||||||||||||||||
| Selling, general and administrative | ||||||||||||||||||||||||||
| Total depreciation expense | $ | $ | $ | $ | ||||||||||||||||||||||
10.GOODWILL AND INTANGIBLE ASSETS, NET
Goodwill
The carrying amount of goodwill for the Space Systems reportable segment was $217,709 and $71,020 as of September 30, 2025 and December 31, 2024, respectively.
Intangible Assets
The components of intangible assets consisted of the following as of September 30, 2025 and December 31, 2024:
| September 30, 2025 | |||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||
| Finite-Lived Intangible Assets | |||||||||||||||||
| Developed technology | $ | $ | ( | $ | |||||||||||||
| Capitalized software | ( | ||||||||||||||||
| Customer relationships | ( | ||||||||||||||||
| Trademarks and tradenames | ( | ||||||||||||||||
| Backlog | ( | ||||||||||||||||
| Other | ( | ||||||||||||||||
| Indefinite-Lived Intangible Assets | |||||||||||||||||
| In-process technology | — | ||||||||||||||||
| Total | $ | $ | ( | $ | |||||||||||||
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| December 31, 2024 | |||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||
| Finite-Lived Intangible Assets | |||||||||||||||||
| Developed technology | $ | $ | ( | $ | |||||||||||||
| Capitalized software | ( | ||||||||||||||||
| Customer relationships | ( | ||||||||||||||||
| Trademarks and tradenames | ( | ||||||||||||||||
| Backlog | ( | ||||||||||||||||
| Other | ( | ||||||||||||||||
| Indefinite-Lived Intangible Assets | |||||||||||||||||
| In-process technology | — | ||||||||||||||||
| Total | $ | $ | ( | $ | |||||||||||||
Amortization expense recorded in the condensed consolidated statements of operations and comprehensive loss during the three and nine months ended September 30, 2025 and 2024, respectively consisted of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Cost of revenues | $ | $ | $ | $ | |||||||||||||||||||
| Research and development, net | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Total amortization expense | $ | $ | $ | $ | |||||||||||||||||||
The following table outlines the estimated future amortization expense related to intangible assets held as of September 30, 2025:
| 2025 (for the remaining period) | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total | $ | ||||
11.LOAN AGREEMENTS
Indenture and Notes
On February 6, 2024, the Company issued $355,000 aggregate principal amount of its 4.250 % Convertible Senior Notes due 2029 (the “Notes”). The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of February 6, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
The Notes are the Company’s senior, unsecured obligations and are (i) equal in right of payment with the Company’s existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company’s future indebtedness that is expressly subordinated to the Notes in right of payment; (iii) effectively subordinated to the Company’s existing and future secured indebtedness, including borrowings under its equipment financing agreement, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries.
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The Notes accrue interest at a rate of 4.250 % per annum, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2024. The Notes mature on February 1, 2029, unless earlier converted, redeemed or repurchased. Before November 1, 2028, noteholders have the right to convert their Notes only during the following circumstances: (i) during any calendar quarter (and only during such calendar quarter) if the last reported sale price of the Company’s common stock exceeds 130 % of the conversion price for each of at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter, (ii) during the five consecutive business day period after any 10 consecutive trading day period, or the measurement period, in which the trading price per $1 principal amount of Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the applicable conversion rate on each such trading day, (iii) upon the occurrence of certain corporate events or distributions specified in the Indenture or (iv) if the Company calls such Notes for redemption. From and after November 1, 2028, noteholders may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election. The initial conversion rate is 195.1029 shares of common stock per $1 principal amount of Notes, which represents an initial conversion price of approximately $5.13 per share of common stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. As of September 30, 2025, the holder of the Notes have the right to convert between October 1, 2025 and December 31, 2025 because the Company’s common stock price exceeded the applicable conversion price by 130 % for the specified period of time during the quarter ended September 30, 2025.
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. As of September 30, 2025, the Company had not received a notice from the holders. However, subsequent to September 30, 2025, the Company did receive notices from holders (see Note 20). As of September 30, 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.
As of September 30, 2025, there was $355,000 outstanding under the Notes, before unamortized discount and debt issuance costs of $7,986 . As of September 30, 2025, the effective interest rate under the Notes was 5.0 %.
Capped Call Transactions
In connection with the pricing of the Notes, on February 1, 2024 and February 2, 2024, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain financial institutions. Collectively, the Capped Call Transactions cover, subject to customary adjustments, the number of shares of common stock initially underlying the Notes. The cost of the Capped Call Transactions was $43,168 . The Capped Call Transactions are expected generally to reduce or offset the potential dilution to the Company’s common stock upon exercise of the Notes and/or the Company’s election to offset the cash payments the Company is required to make in excess of the principal amount of the Notes upon conversion of the Notes in the event that the market price per share of the Company’s common stock is greater than the strike price of the Capped Call Transactions (which initially corresponds to the initial conversion price of the Notes and is subject to certain adjustments under the terms of the Capped Call Transactions), with such reduction and/or offset subject to a cap based on the cap price of the Capped Call Transactions. The Capped Call Transactions have an initial cap price of $8.04 per share of the Company’s common stock, which represents a premium of 100 % over the last reported sale price of the Company's common stock on February 1, 2024.
The Capped Call Transactions do not meet the criteria for separate accounting as a derivative as they are indexed to the Company’s stock. The premiums paid for the Capped Call Transactions have been included as a net reduction to additional paid-in capital within shareholders’ equity.
20
Trinity Master Equipment Financing Agreement
On December 29, 2023 (the “Effective Date”), the Company and certain of its subsidiaries (the “Subsidiaries”, together with the Company, the “Borrowers”), entered into a Master Equipment Financing Agreement (the “Trinity Loan Agreement”) with Trinity Capital, Inc., a Maryland corporation (the “Lender”) to provide financing for certain equipment and other property (the “Equipment”). 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 30,000 to be drawn in not more than three advances of at least $10,000 each at the Borrowers’ option no later than the date that is 18 months after the Effective Date; and (y) $20,000 to be drawn at Borrower’s option between January 1, 2025 and June 30, 2025, subject to customary conditions.
The Company repaid an existing term loan with the proceeds from the Trinity Loan Agreement and Blanket Lien Draw. The monthly payment factors under the Trinity Loan Agreement and Blanket Lien Draw have a term of sixty (60 0.022266 . In connection with the Trinity 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.
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 nine months ended September 30, 2024.
On March 20, 2025, the Company made a draw of $25,000 under the Trinity Loan Agreement (the “March 2025 Draw”). This March 2025 Draw has a term of sixty (60 ) months and a rate factor of 0.022266 .
As of September 30, 2025, there was $68,178 outstanding under the Trinity Loan Agreement, before unamortized discount and debt issuance and end of term costs of $1,537 , of which $17,090 is classified as current installments of long-term borrowings in the Company’s condensed consolidated balance sheets, with the remainder classified as long-term borrowings, net, excluding current installments. As of September 30, 2025, the effective interest rate under the Trinity Loan Agreement was 15.7 %. The Company is required to pay end of term charges of $700 and $250 upon repayment of the Effective Date Draw and the March 2025 Draw, respectively.
The future principal payments under the Trinity Loan Agreement as of September 30, 2025 were as follows:
| 2025 (for the remaining period) | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total | $ | ||||
21
12.STOCKHOLDERS’ EQUITY
Preferred Stock
The Company entered into an exchange agreement dated December 3, 2024 with The Equatorial Trust (the “Trust”), a family trust established by Sir Peter Beck (“Sir Peter”), the Company’s Founder, President, Chief Executive Officer and Chairman, to exchange (the “Preferred Stock Exchange”) 50,951,250 shares of the Company’s common stock into 50,951,250 shares of the Company’s Series A Convertible Participating Preferred Stock, $0.0001 par value per share (the “Preferred Stock”). On January 7, 2025, the Preferred Stock Exchange was consummated (the “Closing”) and the Company filed the Certificate of Designation for the Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, which became effective upon filing. At the Closing, the Company issued 50,951,250 shares of Preferred Stock to the Trust. On June 17, 2025, the Trust converted 5,000,000 one -for-one basis in accordance with the Certificate of Designation.
The common stock exchanged in the Preferred Stock Exchange were reacquired at no cost and held in treasury stock until they are reissued or retired. The fair value of the Preferred Stock issued was determined to be equal to the fair value of the common stock exchanged.
The Preferred Stock has the rights and restrictions set forth in a Certificate of Designation. Each share of Preferred Stock is convertible at any time at the option of the holder of the Preferred Stock (a “Holder”) into a number of shares of Common Stock at the then-applicable conversion rate (the “Conversion Rate”). In addition, each share of Preferred Stock automatically converts into a number of shares of Common Stock at the Conversion Rate upon the earliest to occur of (a) a transfer of such share (other than to a Permitted Transferee), (b) the first date on which Sir Peter no longer serves as (i) the Chief Executive Officer of the Company or (ii) such other executive officer position of the Company as approved by the Board, (c) Sir Peter’s death or permanent disability, or (d) the first date on which the outstanding shares of Preferred Stock no longer represent a minimum beneficial ownership by Sir Peter of five percent. A “Permitted Transferee” is defined in the Certificate of Designation and includes Sir Peter and his controlled affiliates. The Preferred Stock is not redeemable by the Company at any time.
The Certificate of Designation also provides that for so long as any shares of Preferred Stock are outstanding, the Holders, voting exclusively and as a separate class, will be entitled to designate and elect at least one individual to serve on the Board as a director (a “Preferred Stock Director”). In the event the Board increases its size to more than 10 members, the Holders are entitled to designate and elect, voting exclusively and as a separate class, one or more additional Preferred Stock Directors in order to maintain the right to elect ten percent of the total number of authorized directorships, rounded up to the nearest whole number. The right to designate a Preferred Stock Director is nontransferable.
Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, after the satisfaction in full of the Company’s debts and the payment of any liquidation preference ranking senior to the Preferred Stock, Holders are entitled to receive an amount equal to $0.0001 per share of Preferred Stock. Following the payment of the full amount of the liquidation preference in respect of all outstanding shares of Preferred Stock, Holders participate pari passu with the holders of the Common Stock (on an as-if-converted-to-Common-Stock basis) in the net assets of the Company.
The Preferred Stock is not entitled to any scheduled dividend payments. Holders will be entitled to receive dividends on shares of Preferred Stock equal (on an as-if-converted-to-common-stock basis) to, and in the same form as dividends actually paid on, all or substantially all of the shares of common stock when, as and if such dividends (other than dividends in the form of common stock) are paid on shares of the common stock, subject to certain exceptions specified in the Certificate of Designation.
The Preferred Stock will have the right to vote on all matters submitted for a vote of the holders of the common stock, voting together as a single class with the common stock. Each Holder will be entitled to cast a number of votes per share equal to the number of shares of common stock into which a share of Preferred Stock is convertible. In addition, the Company may not, without the affirmative vote of the Holders of a majority of the then outstanding shares of Preferred Stock: (a) alter, 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.
22
At-The-Market Offerings
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”).
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”). In connection with entering into the September Sales Agreement, the Company terminated the March ATM Equity Offering and the March Sales Agreement.
As of September 30, 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.
13.STOCK-BASED COMPENSATION
Equity Incentive Plans
The Company has a single active equity incentive plan, the Rocket Lab 2021 Stock Option and Incentive Plan (the “2021 Plan”), with the objective of attracting and retaining available employees and directors by providing stock-based and other performance-based compensation. The Rocket Lab 2013 Stock Option and Grant Plan (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. An aggregate of 59,875,000 shares were initially reserved for the issuance of awards under the 2021 Plan. The number of shares reserved for issuance under the 2021 Plan automatically increases each January 1, beginning on January 1, 2022, by 5 % of the outstanding number of shares of common stock on the immediately preceding December 31, or such lesser amount as determined by the plan administrator. The Company was authorized to issue up to 106,707,030 shares of common stock as equity awards to participants under the 2021 Plan as of September 30, 2025. There were 91,988,230 shares of common stock available for grant as of September 30, 2025.
Total stock-based compensation recorded in the condensed consolidated statements of operations and comprehensive loss during the three and nine months ended September 30, 2025 and 2024 consisted of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| Stock-based compensation | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Cost of revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Research and development, net | ||||||||||||||||||||||||||
| Selling, general and administrative | ||||||||||||||||||||||||||
| Total stock-based compensation expense | $ | $ | $ | $ | ||||||||||||||||||||||
Options
Options issued to all optionees under the 2013 Plan vested over four years from the date of issuance (or earlier vesting start date, as determined by the board of directors) as follows: 25 % on the first anniversary of date of grant and the remaining vest monthly over the remaining vesting term. All options had vested as of September 30, 2025.
23
Restricted Stock Units
During the nine months ended September 30, 2025 and 2024, the Company granted 1,609,492 and 16,677,693 restricted stock units, respectively, to certain key employees pursuant to the 2021 Plan. The time-based service vesting condition is generally satisfied over periods of approximately four years
As of September 30, 2025, the total unrecognized compensation expense related to unvested performance-based restricted stock units granted under the 2021 Plan was $114,750 and will be recognized upon vesting.
2021 Employee Stock Purchase Plan
In August 2021, the 2021 Employee Stock Purchase Plan (the “2021 ESPP”) was approved to reserve 9,980,000 shares of common stock for issuance for awards in accordance with the terms of the 2021 ESPP. In addition, the number of shares reserved for issuance will ultimately increase on January 1 of each year from 2022 to 2031 by the lesser of (i) 9,980,000 shares of common stock, (ii) 1 % of the number of shares of common stock outstanding as of the close of business on the immediately preceding December 31 or (iii) the number of common stock shares as determined by the Company’s board of directors. The purpose of the 2021 ESPP is to enable eligible employees to use payroll deductions to purchase shares of common stock and thereby acquire an interest in the Company. Eligible employees are offered shares through a 12-month offering period, which consists of two consecutive 6-month purchase periods. Employees may purchase a limited amount of shares of our stock at a discount of up to 15 % of the lesser of the fair market value at the beginning of the offering period or the end of each 6-month purchase period.
14.LEASES
The Company has operating and finance leases for properties, vehicles and equipment. The Company’s 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.
15.COMMITMENTS AND CONTINGENCIES
Litigation and Claims
The Company is, and from time to time may be, a party to claims and legal proceedings generally incidental to its business that are principally covered under contracts with its customers and insurance policies. In the opinion of management, there are no legal matters or claims likely to have a material adverse effect on the Company’s financial position, results of operations or cash flows.
Other Commitments
The Company has commitments under its lease obligations (see Note 14).
Contingencies
The Company records a contingent liability when it is both probable that a loss has been incurred, and the amount can be reasonably estimated. If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the Company’s condensed consolidated financial statements. Contingencies are inherently unpredictable, and the assessments of the value can involve a series of complex judgments about future events and can rely heavily on estimates and assumptions.
24
In connection with the acquisition of SolAero Holdings, Inc. 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.
16.INCOME TAXES
Income tax provision and the effective tax rate for the three and nine months ended September 30, 2025 and 2024 were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Benefit (provision) for income taxes | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Effective tax rate | % | ( | % | % | ( | % | |||||||||||||||||
The tax provisions for the three and nine months ended September 30, 2025 and 2024 were computed using the estimated effective tax rates projected to be applicable for domestic and international taxable jurisdictions for the full year as adjusted for discrete items arising during each quarter.
The effective tax rate differs from the federal statutory rate due primarily to a full valuation allowance against our U.S. deferred tax assets, including the release of the valuation allowance related to the deferred tax liability from the GEOST acquisition, as well as the impact of discrete items that may occur in any given year but which are not consistent from year-to-year.
Due to its net operating loss carryforwards, the Company remains subject to examination for U.S. federal and state jurisdictions for all years beginning with the year ended March 31, 2016. The Company's foreign subsidiaries are generally subject to examination within four years the end of the tax year during which the tax return was filed.
The Company does not anticipate significant changes to occur to its uncertain tax positions within the next 12 months.
Tax Legislation
On July 4, 2025, the One Big Beautiful Bill Act (the “OBBB”) was enacted. Key income tax-related provisions of the OBBB include repeal of mandatory capitalization of domestic research and development expenditures under Internal Revenue Code Section 174 (reinstating full expensing beginning in 2025) and revisions to international tax regimes, among other provisions. The Company has incorporated the applicable changes from the OBBB in its interim financial statements. The OBBB does not significantly impact the Company’s provision for income taxes.
17.NET LOSS PER SHARE
Common Stock
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.
Preferred Stock
The holder of the Preferred Stock has similar rights and characteristics to common stock and for the purposes of the calculation of earnings per share, the Preferred Stock is treated as common stock.
Earnings Per Share Calculation
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.
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. Potentially dilutive shares are comprised of restricted stock units, stock options and shares underlying our convertible senior notes. For the three and nine months ended September 30, 2025 and 2024, 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.
25
The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company for the three and nine months ended September 30, 2025 and 2024:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Numerator | |||||||||||||||||||||||
| Net loss attributable to common stockholders-basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Denominator | |||||||||||||||||||||||
| Weighted average common shares outstanding-basic and diluted | |||||||||||||||||||||||
| Net loss per share attributable to stockholders-basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
The following equity shares were excluded from the calculation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive:
| September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Stock options and restricted stock units | |||||||||||
| Common stock warrants | |||||||||||
| Shares underlying our convertible senior notes | |||||||||||
18.SEGMENTS
The Company’s Chief Operating Decision Maker reviews financial information presented based on a management approach for the purposes of making operating decisions, assessing financial performance and allocating resources. The Company manages its business primarily based upon two operating segments, launch services and space systems. Each of these operating segments represents a reportable segment. Launch Services provides launch and launch related services to customers on a dedicated mission or ride share basis. Space systems is predominately comprised of spacecraft components and spacecraft manufacturing. Although some of the Company’s contracts with customers contain elements of space systems and launch services, each reporting segment is managed separately to better align with customer’s needs and the Company’s growth plans. For contracts with customers that contain both space systems and launch services elements, revenues for each reporting segment are generally allocated based upon the overall costs incurred for each of the reporting segments in comparison to total overall costs of the contract. The following table shows information by reportable segment for the three and nine months ended September 30, 2025 and 2024:
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Launch Services | Space Systems | Launch Services | Space Systems | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenues | |||||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | |||||||||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Launch Services | Space Systems | Launch Services | Space Systems | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenues | |||||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | |||||||||||||||||||
26
The following table shows information by reportable segment by products and services for the three and nine months ended September 30, 2025 and 2024:
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Launch Services | Space Systems | Launch Services | Space Systems | ||||||||||||||||||||
| Products: | |||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenues | |||||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | |||||||||||||||||||
| Services: | |||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenues | |||||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | |||||||||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Launch Services | Space Systems | Launch Services | Space Systems | ||||||||||||||||||||
| Products: | |||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenues | |||||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | |||||||||||||||||||
| Services: | |||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenues | |||||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | |||||||||||||||||||
Management does not regularly review either reporting segment’s total assets or operating expenses. This is because in general, the Company’s long-lived assets, facilities, and equipment are shared by each reporting segment.
19.RELATED PARTY TRANSACTIONS
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. At the Closing, the Company issued 50,951,250 shares of Preferred Stock to the Trust. On June 17, 2025, the Trust converted 5,000,000
20.SUBSEQUENT EVENTS
Notes Conversion
Subsequent to September 30, 2025, and through the date these financial statements were issued, the Company received conversion notices for $192,022 aggregate principal amount of Notes. These conversions resulted in the issuance of 37,464,040 shares of common stock in accordance with the terms of the Indenture governing the Notes.
27
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our condensed consolidated results of operations and financial condition. You should read this discussion and analysis in conjunction with the unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. For additional context with which to understand our financial condition and results of operations, see the audited consolidated financial statements and accompanying notes contained therein as of December 31, 2024 and 2023 and related notes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC on February 27, 2025, as amended by Form 10-K/A filed April 30, 2025 (our “Form 10-K”). Certain amounts may not foot due to rounding. Certain information in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q contains forward-looking statements that involve numerous risks and uncertainties, including, but not limited to, those described under the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and Part II, Item 1A. “Risk Factors” included in this Quarterly Report on Form 10-Q and under the heading “Risk Factors” in our Form 10-K. We assume no obligation to update any of these forward-looking statements. Actual results may differ materially from those contained in any forward-looking statements.
Overview
Rocket Lab is an end-to-end space company with an established track record of mission success. We deliver reliable launch services, spacecraft design services, spacecraft components, spacecraft manufacturing and other spacecraft and on-orbit management solutions that make it faster, easier and more affordable to access space.
While our business has historically been centered on the manufacture of small-class launch vehicles and the related sale of launch services, we are currently innovating in the areas of medium-class launch vehicle and launch services, space systems design and manufacturing, on-orbit management solutions, space data applications and optical systems. Each of these initiatives addresses a critical component of the end-to-end solution and our value proposition for the space economy:
•Launch Services is the design, manufacture, and launch of orbital rockets to deploy payloads to various Earth orbits and interplanetary destinations.
•Space Systems is the design and manufacture of spacecraft components and spacecraft program management services, space data applications, mission operations and optical systems.
Electron is our orbital small launch vehicle that was designed from the ground up to accommodate a high launch rate business model to meet the growing and dynamic needs of our customers for small launch services. Since its maiden launch in 2017, Electron has become the leading small spacecraft launch vehicle delivering over 200 spacecraft to orbit for government and commercial customers across 68 successful missions through September 30, 2025. In 2024, Electron was the second most frequently orbital launched rocket by companies operating in the United States and the second most frequent orbital launcher globally. Our launch services program has seen us develop many industry-leading innovations, including 3D printed electric turbo-pump rocket engines, fully carbon composite first stage fuel tanks, a private orbital launch complex, a rocket stage that can be configured to convert into a highly capable spacecraft on orbit, and the potential ability to successfully recover a stage from space, providing a path to reusability.
In March 2021, we announced plans to develop our reusable-ready medium-capacity Neutron launch vehicle that will increase the payload capacity of our space launch vehicles to approximately 15,000 kg for expendable launches to low Earth orbit and lighter payloads for reusable configurations and into higher orbits. Neutron will be tailored for commercial and U.S. government constellation launches and ultimately configurable for and capable of human space flight, enabling us to provide crew and cargo resupply to space stations. Neutron will also provide a dedicated service to orbit for larger civil, defense and commercial payloads that need a high level of schedule control and high-flight cadence. We expect to be able to leverage Electron’s flight heritage across various vehicle subsystems designs, launch complexes and ground station infrastructure.
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Our space systems initiatives are supported by the design and manufacture of our spacecraft family along with a range of components, software and services for spacecraft, including reaction wheels, star trackers, radios, separation systems, solar solutions, command and control spacecraft software, high voltage space grade battery solutions, optical systems and additional products in development to serve a wide variety of sub-system functions. We entered this market with our acquisition of leading spacecraft components manufacturer Sinclair Interplanetary, and have since expanded our market participation with the acquisitions of Planetary Systems Corporation, SolAero Technologies Corp., Advanced Solutions, Incorporated and Geost LLC. Each of these strategic acquisitions brought incremental vertically-integrated capabilities for our own spacecraft family and also enabled Rocket Lab to deliver high-volume manufacturing of critical spacecraft components and software solutions at scale prices to the broader spacecraft merchant market. Our spacecraft family, which are configurable for a range of low Earth orbit, medium Earth orbit, geosynchronous orbit and interplanetary missions enable us to offer an end-to-end mission solution encompassing launch, full spacecraft manufacturing, ground services, mission operations and optical systems to provide customers with streamlined access to orbit with Rocket Lab as a single mission partner.
Recent Developments
Mynaric
On September 25, 2025, we entered into a Stock Purchase Agreement (together with the ancillary documents thereto, the “Mynaric Purchase Agreement”), by and among the Company, Rocket Lab USA (“Buyer”), OC III LVS LIII LP, a Delaware limited partnership (“OC III”) and CO Finance II LVS I LLC, a Delaware limited liability company (“COF II” and together with OC III, the “Sellers”), which provides for, among other things, Buyer’s purchase and acquisition of all of the issued and outstanding ordinary shares of Mynaric AG, a stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany (“Mynaric”).
Pursuant to the terms of the Mynaric Purchase Agreement, all of the issued and outstanding ordinary shares of Mynaric will be purchased in exchange for aggregate consideration of $75 million, consisting of cash or common stock, at our discretion, subject to adjustments at closing (the “Mynaric Transaction”). Additionally, the Mynaric Purchase Agreement provides for up to $75 million in potential additional post-closing earnout payments to the Sellers in cash or common stock based on revenue targets of the Mynaric business for 2025, 2026 and 2027. The initial closing purchase price will also be increased (and the potential earnout consideration correspondingly decreased) to the extent of any additional cash investment by the Sellers or their affiliates in Mynaric after completion of the StaRUG restructuring proceedings under German law on May 28, 2025 and before the closing of the acquisition.
The Mynaric Purchase Agreement contains representations, warranties, covenants and closing conditions from and for the benefit of each of us and the Sellers that are customary for transactions of this kind. We have also agreed to file a resale registration statement with respect to our common stock issued in the Mynaric Transaction, if any, within 30 days after the closing date, subject to certain customary exceptions and requirements as well as customary selling securityholder indemnities with respect to such registration rights. The Transaction is subject to regulatory approval by the German Ministry of Foreign Affairs.
Impact of Tariffs
Beginning in early April 2025, there has been a significant shift in United States (“U.S.”) trade policy, characterized by increased tariffs and the introduction of new tariffs that could affect our supply chain and business operations. While much of our production is completed in the U.S. and many of our suppliers are located within and source their supply from within the U.S., we obtain some of our supplies from sources outside of the U.S. and certain of our consolidated subsidiaries are headquartered outside of the U.S. as well. Although some of these tariffs have been temporarily suspended or reduced, certain tariffs remain in effect, and some may be reinstated following the temporary suspension period currently articulated by the U.S., and as such tariffs could have a material adverse impact on our business, our results of operations and our cash flow. The extent of the impact of these tariffs will depend on various factors, including the specific products affected, the duration and amount of the tariffs the rates imposed by the U.S. and any reciprocal tariffs implemented by countries in which we operate or source goods, and our ability to manage increased costs. While we plan to implement measures to mitigate the effects of tariffs and other trade policy changes, such as negotiating with suppliers, adjusting our supply chain, and exploring cost-saving initiatives, our capacity to do so may be constrained by operational and supply chain limitations, particularly in the short term. To date, our business has not been materially impacted by this shift in U.S. trade policy and, to the extent we are able, we plan to continue to implement strategies to mitigate any potential impact of any new or ongoing tariffs or further shifts in U.S. trade policy.
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Government Shutdown
The ongoing U.S. government shutdown, which began on October 1, 2025, has affected our business operations. A significant portion of our revenues and cash flow are derived from U.S. government contracts, the shutdown has and continues cause delays in anticipated contract awards and payments. We are also actively monitoring the situation and assessing its potential effects on our operations, some of the impacts include:
•U.S. State Department delays impacting our ability to timely obtain the necessary licenses to support launches for foreign customers as well as the delay in processing of U.S. visa application for foreign Rocket Lab personnel;
•Reduced government support for U.S. missions and programs, including the furlough of civilian employees, which have reduced communication and increased response times; and
•Reduction of workforce at critical mission sites such as at our Wallops facility.
A prolonged shutdown could negatively impact our business, financial condition, and operating results.
Key Factors Affecting Our Performance
Ability to timely develop and successfully deploy Neutron launch vehicle
Our future results will depend on the success of the development and commercial acceptance of our Neutron medium-capacity launch vehicle. While we have made significant progress across Neutron’s structures and infrastructure to date, including engine testing and initial production execution, the commercial development of a new launch vehicle is inherently time consuming and involves numerous risks throughout the engineering and manufacturing development cycle, hardware and systems testing, and infrastructure readiness, any of which could create further delays in reaching the initial launch and future launches of the completed vehicle. In addition, even if we succeed in developing Neutron to a successful initial launch, we could be unsuccessful in developing the ability to produce these launch vehicles in quantities and with the necessary quality manufacturing system that ensures each vehicle and engines perform as required or meet our expectations for future launch cadence. Any delay in the production of the Neutron launch vehicle or in our ability to produce these launch vehicles at our expected rate of production and with a reliable quality management system could have a material impact on customer acceptance as well as our future revenue, financial condition and results of operations. Additional delays or setbacks in Neutron development may require more research, development and capital expenditures than we currently anticipate, which could adversely affect our liquidity and capital resources in future periods.
Ability to sell additional launch services, space systems service and spacecraft components to new and existing customers
Our results will be impacted by our ability to sell our launch services, space systems services, and spacecraft components to new and existing customers. We have successfully launched Electron 68 times delivering over 200 spacecraft to orbit, including one suborbital launch, through September 30, 2025. We have flight hardware and spacecraft that have flown on over 1,800 missions, including legacy missions enabled by Sinclair Interplanetary (acquired April 2020), Advanced Solutions, Incorporated (acquired October 2021), Planetary Systems Corporation (acquired November 2021), SolAero Technologies Corp. (acquired January 2022) and GEOST LLC (acquired August 2025). Our growth opportunity is dependent on our ability to expand our addressable launch services market with larger volumetric and higher mass payload capabilities of our in-development medium-capacity Neutron launch vehicle, which will address large commercial and government constellation launch opportunities. Our growth opportunity is also dependent on our ability to win spacecraft constellation missions and expand our portfolio of strategic spacecraft components. Our ability to sell additional products to existing customers is a key part of our success, as follow-on purchases indicate customer satisfaction and decrease the likelihood of competitive substitution. To sell additional products and services to new and existing customers, we will need to continue to invest significant resources in our products and services.
Ability to improve profit margins and scale our business
We intend to continue to invest in initiatives to improve our operating leverage and significantly ramp production. We believe continued reduction in costs and an increase in production volumes will enable the cost of launch vehicles to decline and improve our gross margins. Our ability to achieve our production-efficiency objectives could be negatively impacted by a variety of factors including, among other things, lower-than-expected facility utilization rates, manufacturing and production cost overruns, increased purchased material costs and unexpected supply-chain quality issues or interruptions.
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Government expenditures and private enterprise investment into the space economy
Government expenditures and private enterprise investment has fueled the growth in our target markets. We expect the continued availability of government expenditures and private investment for our customers to help fund purchases of our products and services will remain. This is an important factor in our company’s growth prospects.
Key Metrics and Select Financial Data
We monitor the following key financial and operational metrics that assist us in evaluating our business, measuring our performance, identifying trends and making strategic decisions.
Launch Vehicle Build-Rate and Launch Cadence
We built approximately 12 Electron launch vehicles in 2022, approximately 11 Electron launch vehicles in 2023 and approximately 14 Electron launch vehicles in 2024. We built approximately 17 Electron launch vehicles through the nine months ended September 30, 2025. We launched nine Electron vehicles in 2022, ten Electron vehicles in 2023 and 16 Electron vehicles in 2024. We have launched 14 Electron vehicles through the nine months ended September 30, 2025. Growth rates between launches and total launch service revenue are not perfectly correlated because our total revenue is affected by other variables, such as the revenue per launch, which can vary considerably based on factors such as unique orbit and insertion requirements, payload handling needs, launch location, time sensitivity of mission completion, method of revenue recognition and other factors.
Revenue Growth
Three Months Ended September 30, 2025 and 2024
We generated $155.1 million and $104.8 million in revenue for the three months ended September 30, 2025 and 2024, respectively, representing a year-on-year increase in revenue of approximately 48%. This year-on-year increase resulted from space systems revenue growth of $30.3 million, primarily driven by satellite manufacturing, and an increase in launch revenue of $20.0 million. Launch revenue growth was due to a higher launch cadence with four Electron launch missions completed in the three months ended September 30, 2025, versus three launch missions completed in the three months ended September 30, 2024, revenue recognized on over-time Electron launch missions, an increase in other launch revenue, which includes termination and study revenue, and a higher revenue per launch on point-in-time Electron launch missions.
Nine Months Ended September 30, 2025 and 2024
We generated $422.1 million and $303.8 million in revenue for the nine months ended September 30, 2025 and 2024, respectively, representing a year-on-year increase in revenue of approximately 39%. This year-on-year increase resulted from space systems revenue growth of $78.2 million, primarily driven by satellite manufacturing, and an increase in launch revenue of $40.1 million. Launch revenue growth was due to a higher launch cadence with 14 Electron launch missions completed in the nine months ended September 30, 2025, versus 11 launch missions completed in the nine months ended September 30, 2024, an increase in other launch revenue, which includes termination and study revenue, and a higher revenue per launch.
Revenue and Cost Per Launch
Revenue per launch represents the average transaction price attributable to launch contract performance obligations during the period in which the launch occurs, regardless of whether the revenue is recognized as point-in-time or over-time method of revenue recognition. This metric provides insight into general competitiveness and price sensitivity in the marketplace. Revenue per launch can vary considerably, based on factors such as unique orbit and insertion requirements, payload handling needs, launch location, time sensitivity of mission completion and other factors, and as such may not provide absolute clarity with regards to pricing and competitive dynamics in the marketplace. Cost per launch is calculated by taking actual costs of the launch vehicles that occur in the period, regardless of whether the costs were recognized at point-in-time or over-time method and all period costs in the period of launch.
Three Months Ended September 30, 2025 and 2024
In the three months ended September 30, 2025 and 2024, our revenue value per launch was $10.1 million and $7.0 million, respectively. Meanwhile, cost per launch for the three months ended September 30, 2025 and 2024 was $5.9 million and $5.0 million, respectively. The increase in revenue and cost per launch reflects changes in customer mix and mission complexity during the period in which the launches occurred.
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Nine Months Ended September 30, 2025 and 2024
In the nine months ended September 30, 2025 and 2024, our revenue value per launch was $8.2 million and $7.5 million, respectively. Meanwhile, cost per launch for the nine months ended September 30, 2025 and 2024 was $5.5 million and $5.5 million, respectively. Revenue per launch can fluctuate depending on customer mix, mission type, and other factors during the periods in which launches occurred.
Backlog
Backlog represents future revenues that we would recognize in connection with the completion of all contracts and purchase orders that have been entered into by our customers but have not yet been fulfilled, excluding any customer options for future products or services that have not yet been exercised. Contracts for launch services and spacecraft builds typically include termination rights that may be exercised by customers upon advanced notice and payment of a specified termination fee. Our backlog increased from $1,067.0 million as of December 31, 2024 to $1,096.0 million as of September 30, 2025, of which $586.3 million is related to space systems and $509.7 million is related to launch services. The increase was primarily a result of continued bookings during the period and the acquisition of GEOST, partially offset by recognizing revenue on contracts during the period.
Components of Results of Operations
Revenue
Our revenues are derived from a combination of long-term fixed price contracts for launch services and spacecraft builds, and purchase order based spacecraft components sales. Revenues from long-term contracts are recognized using either the “point-in-time” or “over-time” method of revenue recognition. Point-in-time revenue recognition results in cash payments being initially accrued to the balance sheet as deferred revenue as contractual milestones are accomplished and then recognized as revenue once the final contractual obligation is completed. Over-time revenue recognition is generally based on an input measure of progress based on costs incurred compared to estimated total costs at completion. Each project has a contractual revenue value and an estimated cost. The over-time revenue is recognized based on the percentage of the total project cost that has been realized.
Estimating future revenues and associated costs and profit is a process requiring a high degree of management judgment, including management’s assumptions regarding our future operational performance as well as general economic conditions. Frequently, the period of performance of a contract extends over a long period of time and, as such, revenue recognition and our profitability from a particular contract may be affected to the extent that estimated costs to complete are revised, delivery schedules are delayed, performance-based milestones are not achieved or progress under a contract is otherwise impeded. Accordingly, our recorded revenues and operating profit from period to period can fluctuate significantly depending on when the point-in-time or over-time contractual obligations are achieved. In the event cost estimates indicate a loss on a contract, the total amount of such loss is recorded in the period in which the loss is first estimated.
Cost of Revenues
Cost of revenues consists primarily of direct material and labor costs, manufacturing overhead, freight expense, depreciation and amortization and other personnel-related expenses, which include salaries, bonuses, benefits and stock-based compensation expense, directly associated with generating revenues. We expect our cost of revenues to increase in absolute dollars in future periods as we sell more launch services and space systems. As we grow into our current capacity and execute on cost-reduction initiatives, we expect our cost of revenues as a percentage of revenue to decrease over time.
Because direct labor costs and manufacturing overhead comprise a significant portion of cost of revenues, increasing our production rate resulting in greater absorption of these costs is our most critical cost reduction initiative. Increasing our production rate is a cross-functional effort involving sales and business development, manufacturing, engineering, supply chain and finance.
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Operating Expenses
Our operating expenses consist of research and development and selling, general and administrative expenses.
Research and Development, net
Research and development, net expense consists primarily include labor, prototype, professional services, materials, facilities and depreciation expense. We intend to continue to make significant investments in developing new products and enhancing existing products, including but not limited to our medium capacity Neutron launch vehicle, Electron’s first stage recovery, and spacecraft features and capabilities, as well as expanding our portfolio of spacecraft components and subsystems. Research and development expense will be variable relative to the number of products that are in development, validation or testing. However, we expect it to decline as a percentage of total revenue over time.
Selling, General and Administrative
Selling, general and administrative expenses consist primarily of personnel-related expenses for our sales, marketing, supply chain, finance, legal, human resources and administrative personnel, as well as the costs of customer service, information technology, risk management and related insurance, travel, allocated overhead, other marketing, communications and administrative expenses and transaction expenses. We also expect to further invest in our corporate infrastructure and incur additional expenses associated with operating as a public company, including increased legal and accounting costs, investor relations and compliance costs. As a result, we expect that selling, general and administrative expenses will increase in absolute dollars in future periods but decline as a percentage of total revenue over time.
Interest Income (Expense), Net
Interest income (expense), net consists primarily of interest expense incurred on debt and interest income earned on our cash and cash equivalents, short-term investments balances and marketable securities.
Gain (Loss) on Foreign Exchange
Gain (loss) on foreign exchange relates to currency fluctuations that generate foreign exchange gains or losses on invoices denominated in currencies other than the United States Dollar.
Results of Operations
Comparison of the Three Months Ended September 30, 2025 and 2024
The following table sets forth our consolidated statements of operations information and data as a percentage of revenue for the three months ended September 30, 2025 and 2024 (in thousands, except percentages):
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| $ | % | $ | % | ||||||||||||||||||||
| Revenues | $ | 155,080 | 100.0 | % | $ | 104,808 | 100.0 | % | |||||||||||||||
| Cost of revenues | 97,766 | 63.0 | % | 76,812 | 73.3 | % | |||||||||||||||||
| Gross profit | 57,314 | 37.0 | % | 27,996 | 26.7 | % | |||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development, net | 70,694 | 45.6 | % | 47,723 | 45.5 | % | |||||||||||||||||
| Selling, general and administrative | 45,589 | 29.4 | % | 32,172 | 30.7 | % | |||||||||||||||||
| Total operating expenses | 116,283 | 75.0 | % | 79,895 | 76.2 | % | |||||||||||||||||
| Operating loss | (58,969) | (38.0) | % | (51,899) | (49.5) | % | |||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest expense, net | (590) | (0.4) | % | (454) | (0.4) | % | |||||||||||||||||
| Gain (loss) on foreign exchange | 388 | 0.3 | % | (490) | (0.5) | % | |||||||||||||||||
| Other (expense) income, net | (177) | (0.1 | %) | 1,848 | 1.8 | % | |||||||||||||||||
| Total other (expense) income, net | (379) | (0.2 | %) | 904 | 0.9 | % | |||||||||||||||||
| Loss before income taxes | (59,348) | (38.2) | % | (50,995) | (48.6) | % | |||||||||||||||||
| Benefit (provision) for income taxes | 41,091 | 26.5 | % | (944) | (0.9) | % | |||||||||||||||||
| Net loss | $ | (18,257) | (11.7) | % | $ | (51,939) | (49.5) | % | |||||||||||||||
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Revenues
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||
| Revenues | $ | 155,080 | $ | 104,808 | $ | 50,272 | 48 | % | ||||||||||||||||||
Revenue increased by $50.3 million, or 48%, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. Space systems revenue was $114.2 million for the three months ended September 30, 2025, an increase of $30.3 million, or 36%, primarily due to spacecraft manufacturing growth. Launch Services revenue was $40.9 million for the three months ended September 30, 2025, an increase of $20.0 million, or 95%, primarily due to a higher launch cadence with four Electron launch missions completed in the three months ended September 30, 2025, versus three launch missions completed in the three months ended September 30, 2024, revenue recognized on over-time Electron launch missions, which included a cumulative catch-up adjustment to revenue of $13.3 million, an increase in other launch revenue, which includes termination and study revenue, and a higher revenue on point-in-time Electron launch missions in the three months ended September 30, 2025.
Cost of Revenues
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||
| Cost of revenues | $ | 97,766 | $ | 76,812 | $ | 20,954 | 27 | % | ||||||||||||||||||
Cost of revenues increased by $21.0 million, or 27%, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. Space systems cost of revenue was $80.6 million for the three months ended September 30, 2025, an increase of $18.8 million, or 30%, primarily due to spacecraft manufacturing growth. Launch Services cost of revenues was $17.2 million in the three months ended September 30, 2025, an increase of $2.2 million, or 15%, primarily due to a higher launch cadence, partially offset by costs recognized on over-time Electron launch missions incurred in prior periods.
Research and Development, Net
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||
| Research and development, net | $ | 70,694 | $ | 47,723 | $ | 22,971 | 48 | % | ||||||||||||||||||
Research and development expense increased by $23.0 million, or 48%, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily due to Neutron development progress, increased staff and staff related expenses as a result of hiring and prototype spend focused on expanding our spacecraft and spacecraft components product portfolio.
Selling, General and Administrative
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||
| Selling, general and administrative | $ | 45,589 | $ | 32,172 | $ | 13,417 | 42 | % | ||||||||||||||||||
Selling, general and administrative expense increased by $13.4 million, or 42%, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily due to increased staff and staff related expenses to support revenue growth and increased transaction expenses related to managing an active acquisition pipeline.
Interest Expense, Net
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||
| Interest expense, net | $ | (590) | $ | (454) | $ | (136) | 30 | % | ||||||||||||||||||
Interest expense, net of interest income increased by $0.1 million, or 30%, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily due to an increase of interest expense from borrowings under the Trinity Loan Agreement.
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Gain (loss) on Foreign Exchange
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||
| Gain (loss) on foreign exchange | $ | 388 | $ | (490) | $ | 878 | (179 | %) | ||||||||||||||||||
Gain on foreign exchange increased by $0.9 million, or 179%, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily due to fluctuations on the foreign exchange rates of the New Zealand Dollar and Canadian Dollar as compared to the U.S. Dollar.
Other (Expense) Income, Net
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||
| Other (expense) income, net | $ | (177) | $ | 1,848 | $ | (2,025) | (110 | %) | ||||||||||||||||||
Other expense increased by $2.0 million, or 110%, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily due to a loss on disposal of assets for the three months ended September 30, 2025 and a gain on disposal of assets for the three months ended September 30, 2024.
Benefit (Provision) for Income Taxes
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||
| Benefit (provision) for income taxes | $ | 41,091 | $ | (944) | $ | 42,035 | (4,453) | % | ||||||||||||||||||
We recorded income tax benefit of $41.1 million for the three months ended September 30, 2025 and income tax expense of $0.9 million for the three months ended September 30, 2024. The effective tax rate was 69.2% for the three months ended September 30, 2025, compared to (1.9)% for the three months ended September 30, 2024. The effective tax rate differs from the federal statutory rate due primarily to a full valuation allowance against our U.S. deferred tax assets, including the release of the valuation allowance related to the deferred tax liability from the GEOST acquisition, as well as the impact of discrete items that may occur in any given year but which are not consistent from year-to-year.
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Comparison of the Nine Months Ended September 30, 2025 and 2024
The following table sets forth our consolidated statements of operations information and data as a percentage of revenue for the nine months ended September 30, 2025 and 2024 (in thousands, except percentages):
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| $ | % | $ | % | ||||||||||||||||||||
| Revenues | $ | 422,147 | 100.0 | % | $ | 303,826 | 100.0 | % | |||||||||||||||
| Cost of revenues | 283,198 | 67.1 | % | 224,494 | 73.9 | % | |||||||||||||||||
| Gross profit | 138,949 | 32.9 | % | 79,332 | 26.1 | % | |||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development, net | 191,937 | 45.5 | % | 126,139 | 41.5 | % | |||||||||||||||||
| Selling, general and administrative | 124,808 | 29.6 | % | 91,445 | 30.1 | % | |||||||||||||||||
| Total operating expenses | 316,745 | 75.1 | % | 217,584 | 71.6 | % | |||||||||||||||||
| Operating loss | (177,796) | (42.2) | % | (138,252) | (45.5) | % | |||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest expense, net | (5,547) | (1.3) | % | (2,176) | (0.7) | % | |||||||||||||||||
| Loss on foreign exchange | (235) | (0.1) | % | (465) | (0.2) | % | |||||||||||||||||
| Other (expense) income, net | (675) | (0.2 | %) | 3,152 | 1.0 | % | |||||||||||||||||
| Total other (expense) income, net | (6,457) | (1.6 | %) | 511 | 0.1 | % | |||||||||||||||||
| Loss before income taxes | (184,253) | (43.8) | % | (137,741) | (45.4) | % | |||||||||||||||||
| Benefit (provision) for income taxes | 38,966 | 9.2 | % | (89) | — | % | |||||||||||||||||
| Net loss | $ | (145,287) | (34.6) | % | $ | (137,830) | (45.4) | % | |||||||||||||||
Revenues
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||
| Revenues | $ | 422,147 | $ | 303,826 | $ | 118,321 | 39 | % | ||||||||||||||||||
Revenue increased by $118.3 million, or 39%, for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. Space systems revenue was $299.0 million for the nine months ended September 30, 2025, an increase of $78.2 million, or 35%, primarily due to spacecraft manufacturing growth. Launch Services revenue was $123.2 million for the nine months ended September 30, 2025, an increase of $40.1 million, or 48%, primarily due to a higher launch cadence with 14 Electron launch missions completed in the nine months ended September 30, 2025, versus 11 launch missions completed in the nine months ended September 30, 2024, an increase in other launch revenue, which includes termination and study revenue, and higher revenue value per launch.
Cost of Revenues
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||
| Cost of revenues | $ | 283,198 | $ | 224,494 | $ | 58,704 | 26 | % | ||||||||||||||||||
Cost of revenues increased by $58.7 million, or 26%, for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. Space systems cost of revenue was $205.2 million for the nine months ended September 30, 2025, an increase of $41.6 million, or 25%, primarily due to spacecraft manufacturing growth. Launch Services cost of revenues was $78.0 million in the nine months ended September 30, 2025, an increase of $17.1 million, or 28%, primarily due to a higher launch cadence.
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Research and Development, Net
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||
| Research and development, net | $ | 191,937 | $ | 126,139 | $ | 65,798 | 52 | % | ||||||||||||||||||
Research and development expense increased by $65.8 million, or 52%, for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily due to Neutron development progress, increased staff and staff related expenses as a result of hiring and prototype spend focused on expanding our spacecraft and spacecraft components product portfolio.
Selling, General and Administrative
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||
| Selling, general and administrative | $ | 124,808 | $ | 91,445 | $ | 33,363 | 36 | % | ||||||||||||||||||
Selling, general and administrative expense increased by $33.4 million, or 36%, for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily due to increased staff and staff related expenses to support revenue growth and increased transaction expenses related to managing an active acquisition pipeline.
Interest Expense, Net
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||
| Interest expense, net | $ | (5,547) | $ | (2,176) | $ | (3,371) | 155 | % | ||||||||||||||||||
Interest expense, net of interest income increased by $3.4 million, or 155%, for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily due to an increase of interest expense from our convertible senior notes and borrowings under the Trinity Loan Agreement and reduced interest income from interest-bearing accounts.
Loss on Foreign Exchange
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||
| Loss on foreign exchange | $ | (235) | $ | (465) | $ | 230 | (49 | %) | ||||||||||||||||||
Loss on foreign exchange decreased by $0.2 million, or 49%, for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily due to fluctuations on the foreign exchange rates of the New Zealand Dollar and Canadian Dollar as compared to the U.S. Dollar.
Other (Expense) Income, Net
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||
| Other (expense) income, net | $ | (675) | $ | 3,152 | $ | (3,827) | (121 | %) | ||||||||||||||||||
Other expense increased by $3.8 million, or 121%, for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily due to a loss on disposal of assets for the nine months ended September 30, 2025 and a gain on disposal of assets for the three months ended September 30, 2024.
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Benefit (Provision) for Income Taxes
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||
| Benefit (provision) for income taxes | $ | 38,966 | $ | (89) | $ | 39,055 | (43,882) | % | ||||||||||||||||||
We recorded income tax benefit of $39.0 million for the nine months ended September 30, 2025 and income tax expense of $0.1 million for the nine months ended September 30, 2024. The effective tax rate was 21.1% for the nine months ended September 30, 2025, compared to (0.1)% for the nine months ended September 30, 2024. The effective tax rate differs from the federal statutory rate due primarily to a full valuation allowance against our U.S. deferred tax assets, including the release of the valuation allowance related to the deferred tax liability from the GEOST acquisition, as well as the impact of discrete items that may occur in any given year but which are not consistent from year-to-year.
Liquidity and Capital Resources
Since inception, we have funded our operations with proceeds from sales of our capital stock, convertible senior notes, term note debt, equipment financing, research and development grant proceeds, and cash flows from the sale of our products and services. As of September 30, 2025, we had $807.9 million of cash and cash equivalents and $215.1 million of marketable securities. Our primary requirements for liquidity and capital are for investment in new products and technologies, the expansion of existing manufacturing facilities, working capital, debt service, acquisitions of complementary businesses, products or technologies and general corporate needs. Historically, these cash requirements have been met through the net proceeds we received through private sales of equity securities and convertible senior notes, borrowings under our credit and equipment financing facilities, net proceeds received in our business combination, net proceeds received from our ATM Equity Offerings and payments received from customers.
We believe that our existing cash and cash equivalents and payments from customers will be sufficient to meet our working capital and capital expenditure needs for at least the next twelve months, although we may choose to take advantage of opportunistic capital raising or refinancing transactions at any time primarily for the purposes noted above. We will continue to invest in increasing production and expanding our product offerings through acquisitions.
Material Cash Requirements
As of September 30, 2025, we had outstanding $424.9 million in aggregate principal amount of indebtedness under our convertible senior notes, equipment financing agreement and other financing agreements, of which $17.1 million was scheduled to become due in the following twelve months. As of September 30, 2025, our total minimum lease payments was $153.2 million, of which $17.4 million is due in the following twelve months. For details regarding our indebtedness and lease obligations at September 30, 2025, refer to Note 11, Loan Agreements, and Note 14, Leases, to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Our capital expenditures for the nine months ended September 30, 2025 were $106.6 million. Our future capital requirements will depend on many factors, including our launch cadence, traction in the market with our space systems offerings, the expansion of sales and marketing activities, the timing and extent of spending to support product development efforts, the introduction of new and enhanced products, the continuing market adoption of our products, the timing and extent of additional capital expenditures to invest in existing and new office spaces and the number of acquisitions of complementary businesses, products or technologies we pursue, if any. We may be required to seek additional equity or debt financing or we may choose to take advantage of opportunistic capital raising or financing transactions primarily for the purposes noted above. In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued product innovation, we may not be able to compete successfully, which would harm our business, operations and financial condition.
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Additionally, we expect our capital and operating expenditures will increase significantly in connection with ongoing activities as we:
•increase our investment in marketing, advertising, sales and distribution infrastructure for our existing and future products and services;
•develop additional new products and enhancements to existing products;
•obtain, maintain and improve our operational, financial and management performance;
•hire additional personnel;
•obtain, maintain, expand and protect our intellectual property portfolio; and
•continue to operate as a public company.
Indebtedness
As of September 30, 2025, there was $355.0 million outstanding under our 4.250% Convertible Senior Notes due 2029 (the “Convertible Notes”), before unamortized discount and debt issuance costs of $8.0 million. In addition, as of September 30, 2025, there was $68.2 million outstanding under the Trinity Loan Agreement, before unamortized discount and debt issuance and end of term costs of $1.5 million and another financing agreement with $1.7 million outstanding.
See Note 11 of Item 1 for additional information on our outstanding loan agreements.
Cash Flows
The following table summarizes our cash flows for the periods presented:
| Nine Months Ended September 30, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| Net cash provided by (used in): | |||||||||||
| Operating activities | $ | (100,990) | $ | (46,503) | |||||||
| Investing activities | (243,250) | (80,401) | |||||||||
| Financing activities | 881,734 | 256,499 | |||||||||
| Effect of exchange rate changes | (86) | 763 | |||||||||
| Net increase in cash, cash equivalents, and restricted cash | $ | 537,408 | $ | 130,358 | |||||||
Cash Flows from Operating Activities
Net cash used in operating activities was $101.0 million for the nine months ended September 30, 2025 and consisted of $145.3 million in net loss, $58.3 million in non-cash activities and $14.0 million in cash used by operating assets and liabilities. Included in the non-cash activities are $52.9 million in stock-based compensation expense and $29.2 million in depreciation and amortization, partially offset by $33.0 million in deferred income taxes. Included in the cash used by operating assets and liabilities are $25.6 million in inventories, $19.4 million in accounts receivable, net, $17.5 million in prepaids and other current assets, $9.2 million in contract liabilities, $8.3 million in non-current lease liabilities, offset by cash provided in operating assets and liabilities including $43.4 million in employee benefits payable, $12.6 million in contract assets and $10.1 million in other non-current assets.
Cash Flows from Investing Activities
Cash used in investing activities for the nine months ended September 30, 2025 of $243.3 million was primarily driven by $132.4 million cash paid for the GEOST acquisition, $106.6 million of capital equipment and infrastructure investments and net maturities, purchases and sales of marketable securities of $4.6 million.
Cash Flows from Financing Activities
Cash provided by financing activities for the nine months ended September 30, 2025 of $881.7 million was primarily related to $845.3 million of net proceeds from the issuance of common stock under the ATM Equity Offerings, $24.7 million of net proceeds from a draw under the Trinity Loan Agreement and $15.0 million of net tax withholding, partially offset by $15.1 million of repayments under the Trinity Loan Agreement.
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Critical Accounting Policies and Estimates
There have been no material changes to our critical accounting policies and estimates as disclosed in our audited financial statements included in our Form 10-K, except as set forth below:
Business Combinations
The results of businesses acquired in a business combination are included in our condensed consolidated financial statements from the date of the acquisition. The Company uses the acquisition method of accounting for business combinations and recognizes assets acquired and liabilities assumed measured at their fair values on the date acquired. Goodwill is measured as of the acquisition date as the excess of consideration transferred over the net acquisition date fair value of the assets acquired and the liabilities assumed. The determination of fair values of identifiable assets and liabilities requires estimates and the use of valuation techniques when fair value is not readily available and requires a significant amount of management judgment.
We perform valuations of assets acquired and liabilities assumed and allocate the purchase price to its respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed requires us to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination.
In certain business combinations, we may agree to pay contingent consideration based on the future performance of the acquired business. Contingent consideration is measured at fair value as of the acquisition date and included as part of the total purchase price. Subsequent changes in the fair value of contingent consideration are recognized in earnings in the period of the change. The determination of the fair value of contingent consideration requires significant judgment and estimates, including projections of future financial performance, discount rates and volatility assumptions.
These estimates are inherently uncertain, as they rely on forward-looking assumptions about our business and market conditions. Changes in these assumptions can materially impact the fair values assigned to identifiable intangible assets, goodwill and amortization expense.
Off-Balance Sheet Arrangements
We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined under applicable SEC rules.
Guarantor Information
In connection with the Reorganization, on May 23, 2025, the Company, Rocket Lab USA and U.S. Bank Trust Company, National Association (the “Trustee”) entered a first supplemental indenture (the “Supplemental Indenture”) to the indenture, dated as of February 6, 2024, between Rocket Lab USA and the Trustee (the “Indenture”), governing the Convertible Notes in order to (i) provide for subsequent conversions of the Convertible Notes in the manner set forth in Section 5.09 of the Indenture, (ii) provide for subsequent adjustments to the Conversion Rate pursuant to Section 5.05(A) of the Indenture in a manner consistent with Section 5.09 of the Indenture, (iii) provide for the full and unconditional guarantee of the obligations of Rocket Lab USA under the Convertible Notes and the Indenture and (iv) make such other changes as are appropriate to preserve the economic interests of the holders and to give effect to the provisions of Section 5.09(A) of the Indenture.
As of September 30, 2025, there was $355.0 million aggregate principal amount of issued and outstanding convertible senior notes of Rocket Lab USA that are fully and unconditionally guaranteed by the Company. Accordingly, pursuant to Rule 3-10 of Regulation S-X, separate consolidated financial statements of Rocket Lab USA have not been presented. As permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, we have excluded summarized financial information for Rocket Lab USA because the assets, liabilities and results of operations of Rocket Lab USA are not materially different than the corresponding amounts in the Company’s consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in foreign currency exchange rates and interest rates and inflation. In addition, we are subject to broader market risk that is created by the global market disruptions and uncertainties resulting from macroeconomic challenges, geopolitical events, tariffs, trade and other international disputes.
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Foreign Currency Exchange Risk
Our reporting currency is the U.S. dollar, and the functional currency of each of our subsidiaries is either its local currency or the U.S. dollar. The assets and liabilities of each of our subsidiaries are translated into U.S. dollars at exchange rates in effect at each balance sheet date and operations accounts are translated using the average exchange rate for the relevant period. Increases or decreases in the relative value of the U.S. dollar to other currencies may positively or negatively affect revenue and other operating results as expressed in U.S. dollars. Foreign currency translation adjustments are accounted for as a component of accumulated other comprehensive income (loss) within stockholders’ equity. Gains or losses due to transactions in foreign currencies are reflected in the condensed consolidated statements of operations under the line item “Loss on foreign exchange.” Materially all of our revenues are denominated in U.S. dollars and we have not engaged in the hedging of foreign currency risk to date, although we may choose to do so in the future. As such, a 10% or greater move in exchange rates versus the U.S. dollar could have a material impact on our financial results and position.
Interest Rate Risk
As of September 30, 2025, we had cash and cash equivalents of $807.9 million, comprised primarily of operating accounts and money market instruments and $215.1 million invested in marketable securities, comprised of commercial paper, corporate debt securities, bank certificates of deposit, U.S. Treasury bills and notes and asset backed securities. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure.
Impact of Inflation
We do not believe that inflation has had a material effect on our business, results of operations, or financial condition. Nonetheless, if our costs were to become subject to significant inflationary pressures it could diminish our margin thereby limiting our profits, especially if we are not able to fully offset such higher costs. Our inability or failure to do so could harm our business, financial condition, and results of operations.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
As required by paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act, our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon such evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of September 30, 2025.
Changes in Internal Control over Financial Reporting
During the period covered by this Quarterly Report on Form 10-Q, there were no changes in the our internal control over financial reporting (“ICFR”) identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 of the Exchange Act that has materially affected, or is reasonably likely to materially affect, the Company’s ICFR.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may become involved in litigation relating to claims arising from the ordinary course of business. Our management believes that there are currently no claims or actions pending against us, the ultimate disposition of which could have a material adverse effect on our results of operations or financial condition. Nevertheless, the Company and certain of its officers have been named as defendants in a putative securities class action filed in February 2025 in the United States District Court for the Central District of California. The case was purportedly filed on behalf of persons who claim to have suffered damages as a result of alleged misstatements concerning the progress of the Company’s Neutron rocket development. The Company filed a Motion to Dismiss the Complaint on August 27, 2025. Relying on many of the same allegations as the securities class action, in April 2025 two shareholders filed putative shareholder derivative actions on behalf of the Company against its directors and certain of its officers in the United States District Court for the Central District of California. The Court has granted the parties’ stipulation to stay these actions pending resolution of the Motion to Dismiss the securities class action. The Company intends to vigorously defend itself against these claims and is currently unable to predict the timing, outcome or consequences of these actions, or estimate any probable range of loss.
Item 1A. Risk Factors
There have been no material changes from the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K and Part II, Item 1A of our Quarterly Report on Form 10-Q for the period ended March 31, 2025, as filed with the SEC on May 8, 2025. See also Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q for additional information regarding the current ongoing U.S. government shutdown.
Item 2. Recent Sales of Unregistered Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
During the three months ended September 30, 2025, 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 subject to any applicable volume limitations.
The table below provides certain information regarding each Plan Participant’s Rule 10b5-1 Trading Plan.
| Name | Title | Plan Date | Earliest Selling Start Date | Maximum Shares That May Be Sold Under the Plan | Plan Expiration Date | ||||||||||||||||||||||||||||||
| January 5, 2026 | (1) | ||||||||||||||||||||||||||||||||||
| March 4, 2026 | (2) | ||||||||||||||||||||||||||||||||||
| January 2, 2026 | (2) | ||||||||||||||||||||||||||||||||||
| December 19, 2025 | |||||||||||||||||||||||||||||||||||
| December 19, 2025 | |||||||||||||||||||||||||||||||||||
| December 17, 2025 | |||||||||||||||||||||||||||||||||||
_____________________________________
(1) Represents 634,335 shares held by Mr. Spice and 731,330 shares issuable to Mr. Spice upon the exercise of approximately 22% of the vested stock options held by Mr. Spice as of the date of the Rule 10b5-1 Trading Plan, all of which are scheduled to expire in August 2028.
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(2) The aggregate number of shares issuable upon the vesting and settlement of restricted stock units (“RSUs”) 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 the related RSU awards. 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 but without excluding the shares that will be sold to satisfy the tax withholding obligations upon vesting.
Sell to Cover Trading Elections
On September 19, 2025, each of: Adam Spice, Chief Financial Officer; Arjun Kampani, Senior Vice President, General Counsel and Corporate Secretary; and Frank Klein, Chief Operations Officer (together, the “Participants”), entered into Rule 10b5-1 trading arrangements that are each intended to qualify as a “plan providing for eligible sell-to-cover transactions" under Rule 10b5-1(c)(1)(ii)(D)(3) under the Exchange Act. The plans will apply to all RSUs granted to each Participant by the Company, whether granted prior to the date of the election or on or subsequent to the date of the election, pursuant to the Company’s 2021 Stock Option and Incentive Plan or any successor equity incentive plan. The sell-to-cover election provides for the sale of shares of common stock issued upon the vesting of restricted stock units in an amount sufficient to cover the federal, state, local, and foreign tax withholding obligations incurred in connection with such vesting.
The sell-to-cover elections are effective from December 19, 2025 until December 31, 2027, unless terminated earlier due to specified events, such as the individual’s death or legal or regulatory restrictions. The number of shares sold under these elections will vary based on the tax withholding obligations incurred upon vesting.
Item 6. Exhibits
| Exhibit Number | Description | |||||||
| 10.1 | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1*† | ||||||||
| 101.INS* | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | |||||||
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
_____________________________________
*Filed herewith.
†The certification furnished in Exhibit 32.1 hereto is deemed to be furnished with this Quarterly Report on Form 10-Q and will not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ROCKET LAB CORPORATION | ||||||||
November 10, 2025 | By: | /s/ Peter Beck | ||||||
| Peter Beck | ||||||||
| President, Chief Executive Officer and Chairman | ||||||||
| (Principal Executive Officer) | ||||||||
November 10, 2025 | By: | /s/ Adam Spice | ||||||
| Adam Spice | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial and Accounting Officer) | ||||||||
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EXHIBIT 31.1
CERTIFICATION PURSUANT TO SECURITIES AND EXCHANGE ACT OF 1934
RULE 13A-14 AS ADOPTED PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002
CERTIFICATION
I, Peter Beck, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Rocket Lab Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 10, 2025 | By: | /s/ Peter Beck | ||||||
| Peter Beck | ||||||||
| President and Chief Executive Officer (Principal Executive Officer) | ||||||||
EXHIBIT 31.2
CERTIFICATION PURSUANT TO SECURITIES AND EXCHANGE ACT OF 1934
RULE 13A-14 AS ADOPTED PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002
CERTIFICATION
I, Adam Spice, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Rocket Lab Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 10, 2025 | By: | /s/ Adam Spice | ||||||
| Adam Spice | ||||||||
| Chief Financial Officer (Principal Financial and Accounting Officer) | ||||||||
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Rocket Lab Corporation (the “Company”) for the period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to their knowledge:
1)the Report which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 10, 2025 | By: | /s/ Peter Beck | ||||||
| Peter Beck | ||||||||
| President and Chief Executive Officer (Principal Executive Officer) | ||||||||
Date: November 10, 2025 | By: | /s/ Adam Spice | ||||||
| Adam Spice | ||||||||
| Chief Financial Officer (Principal Financial and Accounting Officer) | ||||||||