SEC Form 10-Q filed by Rocket Lab Corporation

8/7/25 4:34:22 PM ET

$RKLB

Military/Government/Technical

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_________________________________________________________

FORM 10-Q

_________________________________________________________

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from___________to

Commission File Number: 001-39560

_________________________________________________________

ROCKET LAB CORPORATION

(Exact Name of Registrant as Specified in its Charter)

_________________________________________________________


Delaware			39-2182599
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)


3881 McGowen Street Long Beach, California			90808
(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

Common Stock, par value $0.0001 per share

RKLB

The Nasdaq Stock Market LLC

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.

Large accelerated filer

Accelerated filer

Non-accelerated filer

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 August 4, 2025, the registrant had 479,355,713 shares of common stock, $0.0001 par value per share, outstanding.

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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;

•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;

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•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.

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ROCKET LAB CORPORATION AND SUBSIDIARIES

FORM 10-Q

June 30, 2025

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		Page
PART I.	FINANCIAL INFORMATION	5
Item 1.	Condensed Consolidated Financial Statements	5
	Condensed Consolidated Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024	5
	Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) for the Three and Six Months Ended June 30, 2025 and 2024	6
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) for the Three and Six Months Ended June 30, 2025 and 2024	7
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2025 and 2024	8
	Notes to Condensed Consolidated Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	36
PART II.	OTHER INFORMATION	37
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities	37
Item 3.	Defaults Upon Senior Securities	37
Item 4.	Mine Safety Disclosures	37
Item 5.	Other Information	37
Item 6.	Exhibits	38
Signatures		39

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PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ROCKET LAB CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2025 AND DECEMBER 31, 2024

(unaudited; in thousands, except share and per share values)


	June 30, 2025 (unaudited)		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	564,081	$	271,042
Marketable securities, current	124,055		147,948
Accounts receivable, net	61,783		36,440
Contract assets	51,922		63,108
Inventories	130,232		119,074
Prepaids and other current assets	74,011		55,009
Total current assets	1,006,084		692,621
Non-current assets:
Property, plant and equipment, net	249,770		194,838
Intangible assets, net	53,922		58,637
Goodwill	71,020		71,020
Right-of-use assets - operating leases	70,664		53,664
Right-of-use assets - finance leases	14,147		14,396
Marketable securities, non-current	61,163		60,686
Restricted cash	4,907		4,260
Deferred income tax assets, net	2,097		3,010
Other non-current assets	19,459		31,210
Total assets	$	1,553,233	$	1,184,342
Liabilities and Stockholders’ Equity
Current liabilities:
Trade payables	$	71,005	$	53,059
Accrued expenses	23,200		19,460
Employee benefits payable	23,888		20,847
Contract liabilities	223,432		216,160
Current installments of long-term borrowings	16,503		12,045
Other current liabilities	18,425		17,954
Total current liabilities	376,453		339,525
Non-current liabilities:
Convertible senior notes, net	346,466		345,392
Long-term borrowings, net, excluding current installments	53,720		44,049
Non-current operating lease liabilities	66,626		51,965
Non-current finance lease liabilities	14,820		14,970
Deferred tax liabilities	1,183		891
Other non-current liabilities	5,480		5,097
Total liabilities	864,748		801,889
COMMITMENTS AND CONTINGENCIES (Note 14)
Stockholders’ equity:
Preferred stock, $0.0001 par value; authorized shares: 100,000,000; issued and outstanding shares: 45,951,250 and 0 at June 30, 2025 and December 31, 2024, respectively	5		—
Common stock, $0.0001 par value; authorized shares: 2,500,000,000; issued shares: 525,277,899 and 504,453,785 at June 30, 2025 and December 31, 2024, respectively; outstanding shares: 479,326,649 and 504,453,785 at June 30, 2025 and December 31, 2024, respectively	48		50
Treasury stock, at cost; shares: 45,951,250 and 0 at June 30, 2025 and December 31, 2024, respectively	—		—
Additional paid-in capital	1,628,458		1,198,909
Accumulated deficit	(940,731)		(813,701)
Accumulated other comprehensive income (loss)	705		(2,805)
Total stockholders’ equity	688,485		382,453
Total liabilities and stockholders’ equity	$	1,553,233	$	1,184,342

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

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ROCKET LAB CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(unaudited; in thousands, except share and per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenues:
Product revenues	$	92,725	$	72,283	$	173,529	$	126,429
Service revenues	51,773		33,968		93,538		72,589
Total revenues	144,498		106,251		267,067		199,018
Cost of revenues:
Cost of product revenues	61,692		53,940		115,561		94,767
Cost of service revenues	36,418		25,149		69,871		52,915
Total cost of revenues	98,110		79,089		185,432		147,682
Gross profit	46,388		27,162		81,635		51,336
Operating expenses:
Research and development, net	66,134		39,912		121,243		78,416
Selling, general and administrative	39,893		30,524		79,219		59,273
Total operating expenses	106,027		70,436		200,462		137,689
Operating loss	(59,639)		(43,274)		(118,827)		(86,353)
Other income (expense):
Interest expense, net	(2,371)		(824)		(4,957)		(1,722)
(Loss) gain on foreign exchange	(489)		(286)		(623)		25
Other (expense) income, net	(977)		1,893		(498)		1,304
Total other (expense) income, net	(3,837)		783		(6,078)		(393)
Loss before income taxes	(63,476)		(42,491)		(124,905)		(86,746)
(Provision) benefit for income taxes	(2,938)		860		(2,125)		855
Net loss	$	(66,414)	$	(41,631)	$	(127,030)	$	(85,891)
Other comprehensive loss, net of tax:
Foreign currency translation gain (loss)	3,095		1,006		3,471		(2,069)
Unrealized (loss) gain on available-for-sale marketable securities	(20)		20		39		(243)
Comprehensive loss	$	(63,339)	$	(40,605)	$	(123,520)	$	(88,203)
Net loss per share attributable to Rocket Lab Corporation:
Basic and diluted	$	(0.13)	$	(0.08)	$	(0.25)	$	(0.17)
Weighted-average common shares outstanding:
Basic and diluted	515,086,631		494,190,708		510,376,584		492,092,709

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

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ROCKET LAB CORPORATION, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 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	—	$	—	504,453,785	$	50	—	$	—	$	1,198,909	$	(813,701)	$	(2,805)	$	382,453
Net loss	—	—		—	—		—	—		—		(60,616)		—		(60,616)
Issuance of common stock under equity plans	—	—		2,179,607	—		—	—		48		—		—		48
Stock-based compensation	—	—		—	—		—	—		18,871		—		—		18,871
Issuance of common stock under ATM Equity Offering, net of issuance costs	—	—		4,858,839	1		—	—		90,102		—		—		90,103
Preferred Stock Exchange	50,951,250	5		—	(5)		(50,951,250)	—		—		—		—		—
Other comprehensive income	—	—		—	—		—	—		—		—		435		435
March 31, 2025	50,951,250	5		511,492,231	46		(50,951,250)	—		1,307,930		(874,317)		(2,370)		431,294
Net loss	—	—		—	—		—	—		—		(66,414)		—		(66,414)
Issuance of common stock under equity plans	—	—		3,502,374	1		—	—		4,862		—		—		4,863
Stock-based compensation	—	—		—	—		—	—		18,707		—		—		18,707
Issuance of common stock under ATM Equity Offering, net of issuance costs	—	—		10,283,294	1		—	—		296,959		—		—		296,960
Preferred Stock conversion	(5,000,000)	—		—	—		5,000,000	—		—		—		—		—
Other comprehensive income	—	—		—	—		—	—		—		—		3,075		3,075
June 30, 2025	45,951,250	$	5	525,277,899	$	48	(45,951,250)	$	—	$	1,628,458	$	(940,731)	$	705	$	688,485


	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	—	$	—	488,923,055	$	49	—	$	—	$	1,176,484	$	(623,526)	$	1,537	$	554,544
Net loss	—	—		—	—		—	—		—		(44,260)		—		(44,260)
Issuance of common stock under equity plans	—	—		3,747,661	—		—	—		943		—		—		943
Stock-based compensation	—	—		—	—		—	—		14,225		—		—		14,225
Purchase of capped calls	—	—		—	—		—	—		(43,168)		—		—		(43,168)
Other comprehensive loss	—	—		—	—		—	—		—		—		(3,338)		(3,338)
March 31, 2024	—	—		492,670,716	49		—	—		1,148,484		(667,786)		(1,801)		478,946
Net loss	—	—		—	—		—	—		—		(41,631)		—		(41,631)
Issuance of common stock under equity plans	—	—		3,639,159	1		—	—		2,844		—		—		2,845
Stock-based compensation	—	—		—	—		—	—		13,156		—		—		13,156
Issuance of common stock for acquisition	—	—		190,974	—		—	—		838		—		—		838
Other comprehensive income	—	—		—	—		—	—		—		—		1,026		1,026
June 30, 2024	—	$	—	496,500,849	$	50	—	$	—	$	1,165,322	$	(709,417)	$	(775)	$	455,180

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

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ROCKET LAB CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(unaudited; in thousands)


	For the Six Months Ended June 30,
	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(127,030)	$	(85,891)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	17,465		16,421
Stock-based compensation expense	37,167		27,048
Loss (gain) on disposal of assets	1,503		(1,192)
Loss on extinguishment of long-term debt	—		1,330
Amortization of debt issuance costs and discount	1,691		1,454
Noncash lease expense	3,565		2,959
Change in the fair value of contingent consideration	—		(218)
Accretion of marketable securities purchased at a discount	(1,099)		(1,605)
Deferred income taxes	1,454		2,000
Changes in operating assets and liabilities:
Accounts receivable, net	(25,317)		(15,420)
Contract assets	11,193		(5,793)
Inventories	(11,513)		2,530
Prepaids and other current assets	(18,037)		(4,638)
Other non-current assets	11,879		(5,289)
Trade payables	11,149		(1,930)
Accrued expenses	4,024		6,566
Employee benefits payables	3,289		(1,064)
Contract liabilities	7,217		44,718
Other current liabilities	98		4,222
Non-current lease liabilities	(6,547)		(2,860)
Other non-current liabilities	382		1,064
Net cash used in operating activities	(77,467)		(15,588)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, equipment and software	(60,719)		(34,521)
Proceeds on disposal of assets, net	144		10,815
Purchases of marketable securities	(128,325)		(113,274)
Maturities of marketable securities	149,495		73,883
Sale of marketable securities	3,383		—
Net cash used in investing activities	(36,022)		(63,097)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from ATM Equity Offering	396,647		—
Issuance costs related to ATM Equity Offering	(9,496)		—
Proceeds from the exercise of stock options	379		1,159
Proceeds from Employee Stock Purchase Plan	4,836		2,665
Proceeds from sale of employees restricted stock units to cover taxes	40,715		9,270
Minimum tax withholding paid on behalf of employees for restricted stock units	(40,421)		(9,479)
Purchase of capped calls related to issuance of convertible senior notes	—		(43,168)
Proceeds from issuance of convertible senior notes	—		355,000
Proceeds from secured term loan	25,000		—
Repayments on secured term loan	(11,208)		(45,822)
Payment of debt issuance costs	(278)		(12,205)
Finance lease principal payments	(126)		(477)
Net cash provided by financing activities	406,048		256,943
Effect of exchange rate changes on cash and cash equivalents	1,127		(141)
Net increase in cash and cash equivalents and restricted cash	293,686		178,117
Cash and cash equivalents, and restricted cash, beginning of period	275,302		166,434
Cash and cash equivalents, and restricted cash, end of period	$	568,988	$	344,551
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	12,299	$	4,588
Cash paid for income taxes	428		403
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Unpaid purchases of property, equipment and software	14,009		2,306
Right-of-use assets obtained in exchange for new operating lease liabilities	19,602		—
Issuance of common stock for payment of accrued bonus	1,798		1,795
Accrued issuance costs in connection with ATM Equity Offering	88		—
Common stock issued in acquisition, at fair value	—		838

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

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ROCKET LAB CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2025 AND DECEMBER 31, 2024 AND FOR THE

THREE AND SIX MONTHS ENDED JUNE 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 development of small-class launch vehicles and related sale of launch services, we are currently innovating in the areas of medium-class launch vehicles and launch services, space systems design and manufacturing, on-orbit management solutions, and space data applications.

Merger and Consummation of Holding Company Reorganization

On May 8, 2025, Rocket Lab USA, Inc., a Delaware corporation (“Rocket Lab USA”), announced plans to implement a holding company reorganization (the “Reorganization”). On May 23, 2025, Rocket Lab USA implemented the Reorganization pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated as of May 23, 2025, among Rocket Lab USA, Rocket Lab and Rocket Lab Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Rocket Lab (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Rocket Lab USA, with Rocket Lab USA continuing as the surviving corporation and a wholly owned subsidiary of Rocket Lab (the “Merger”). Following the Merger, Rocket Lab became the successor issuer to Rocket Lab USA.

2.SIGNIFICANT ACCOUNTING POLICIES

Principals of Consolidation and Basis of Presentation

The accompanying unaudited condensed consolidated financial statements are presented in conformity with accounting standards generally accepted in the United States of America (“U.S. GAAP”) and the requirements of the SEC for interim financial information and include the accounts of Rocket Lab Corporation and its wholly owned subsidiaries after elimination of intercompany accounts and transactions. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. The Reorganization was accounted for as a reorganization of entities under common control, and as such, the consolidated financial statements reflect the Reorganization as if it had occurred at the beginning of the earliest period presented. These condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information. Certain amounts in the Company’s prior period condensed consolidated financial statements have been reclassified to conform to the current period presentation. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2025, or for any other interim period or for any other future year.

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.

On an ongoing basis, our management evaluates estimates and assumptions including those related to revenue recognition, contract costs, loss reserves, valuation of stock-based compensation and deferred tax valuation allowances. We based our estimates on historical data and experience, as well as various other factors that our management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities. Actual results could differ from these estimates and assumptions.

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Other Significant Accounting Policies

There have been no significant changes to the Company’s significant accounting policies during the six months ended June 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 six months ended June 30, 2025 and 2024:


	Three Months Ended June 30,
	2025						2024
Revenues by recognition model	Launch Services		Space Systems		Total		Launch Services		Space Systems		Total
Point-in-time	$	39,256	$	31,070	$	70,326	$	29,319	$	16,534	$	45,853
Over-time	7,390		66,782		74,172		38		60,360		60,398
Total revenue by recognition model	$	46,646	$	97,852	$	144,498	$	29,357	$	76,894	$	106,251

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	Six Months Ended June 30,
	2025						2024
Revenues by recognition model	Launch Services		Space Systems		Total		Launch Services		Space Systems		Total
Point-in-time	$	74,731	$	50,334	$	125,065	$	62,038	$	27,924	$	89,962
Over-time	7,507		134,495		142,002		38		109,018		109,056
Total revenue by recognition model	$	82,238	$	184,829	$	267,067	$	62,076	$	136,942	$	199,018

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 June 30, 2025 and December 31, 2024:


	June 30, 2025		December 31, 2024
Contract balances
Accounts receivable, net	$	61,783	$	36,440
Contract assets	51,922		63,108
Contract liabilities	(223,432)		(216,160)

Changes in contract liabilities for the three months ended June 30, 2025 were as follows:


Contract liabilities, at March 31, 2025	$	206,867
Customer advances received or billed, net	105,777
Recognition of unearned revenue	(89,212)
Contract liabilities, at June 30, 2025	$	223,432

Changes in contract liabilities for the six months ended June 30, 2025 were as follows:


Contract liabilities, at December 31, 2024	$	216,160
Customer advances received or billed, net	138,865
Recognition of unearned revenue	(131,593)
Contract liabilities, at June 30, 2025	$	223,432

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 years during the three and six months ended June 30, 2025 and 2024 was not material. However, during the three months ended June 30, 2025, the Company recorded a downward adjustment to revenue of $6,421 related to an individual contract. This cumulative catch-up adjustment resulted from a change in the estimated costs to complete the contract.

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 $995,410 as of June 30, 2025, of which approximately 58% is expected to be recognized within 12 months, with the remaining 42% to be recognized beyond 12 months.

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Concentration of Credit Risk and Significant Customers

As of June 30, 2025, the Company’s customers that accounted for 10% or more of the total accounts receivable, net, were as follows:


	June 30, 2025
Commercial customer	12	%
Dynetics, Inc.	11	%

For the six months ended June 30, 2025, the Company’s customer that accounted for 10% or more of the total revenue, was:


	Six Months Ended June 30, 2025
Government customer	27	%

Customer Financing

In connection with the signing of two separate multi-launch agreements with commercial customers, the Company entered into subordinated loan and security agreements. The commercial customers may choose to have certain milestone payments financed under the terms of the subordinated loan and security agreements. The receivables will bear no interest until the initial launch dates passes, after which interest will accrue at a fixed rate of 10.8% or 12.6%, based on the commercial customer. Principal and interest payments will be made over 12 quarterly payments from the launch date.

As of June 30, 2025 and December 31, 2024, the Company had $8,700 and $4,200 customer financing receivable in prepaids and other currents assets, respectively and $14,704 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 six months ended June 30, 2025 was $497 and $877, respectively. Customer financing interest income for the three and six months ended June 30, 2024 was $229 and $481, respectively.

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.

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4.CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES

Cash and cash equivalents and marketable securities consisted of the following as of June 30, 2025 and December 31, 2024:


	June 30, 2025		December 31, 2024
Cash and cash equivalents	$	564,081	$	271,042
Marketable securities, current	124,055		147,948
Marketable securities, non-current	61,163		60,686
Total cash and cash equivalents and marketable securities	$	749,299	$	479,676

As of June 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	$	474,463	$	—	$	—	$	474,463	$	474,463	$	—
Certificates of deposit	15,163		7		(1)		15,169		—		15,169
Commercial paper	13,481		2		(1)		13,482		5,979		7,503
Corporate debt securities	95,135		115		(11)		95,239		—		95,239
Yankee bonds	3,208		4		(1)		3,211		—		3,211
U.S. Treasury securities	39,240		22		(16)		39,246		9,991		29,255
Mortgage- and asset-backed securities	34,744		97		—		34,841		—		34,841
Total	$	675,434	$	247	$	(30)	$	675,651	$	490,433	$	185,218

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 June 30, 2025:


	In Loss Position for Less than 12 Months
	Fair Value		Unrealized Losses
Certificates of deposit	$	2,499	$	(1)
Commercial paper	5,979		(1)
Corporate debt securities	12,466		(11)
Yankee bonds	2,724		(1)
U.S. Treasury securities	10,639		(16)
Total	$	34,307	$	(30)

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 June 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 June 30, 2025:


	Amortized Cost		Fair Value
Due within one year	$	614,394	$	614,488
Due within one to two years	61,040		61,163
Total	$	675,434	$	675,651

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5.FAIR VALUE OF FINANCIAL INSTRUMENTS

As of June 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:


	June 30, 2025
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market accounts	$	474,463	$	—	$	—	$	474,463
U.S. Treasury securities	9,991		—		—		9,991
Commercial paper	—		5,979		—		5,979
Marketable securities, current:
Certificates of deposit	—		15,169		—		15,169
Commercial paper	—		7,503		—		7,503
Corporate debt securities	—		79,642		—		79,642
Yankee bonds	—		3,211		—		3,211
U.S. Treasury securities	18,530		—		—		18,530

Marketable securities, non-current
Corporate debt securities	—		15,597		—		15,597

U.S. Treasury securities	10,725		—		—		10,725
Mortgage- and asset-backed securities	—		34,841		—		34,841
Total	$	513,709	$	161,942	$	—	$	675,651


	December 31, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market accounts	$	211,619	$	—	$	—	$	211,619
Marketable securities, current:
Certificates of deposit	—		21,795		—		21,795
Commercial paper	—		10,109		—		10,109
Corporate debt securities	—		57,589		—		57,589
Yankee bonds	—		2,208		—		2,208
U.S. Treasury securities	55,568		—		—		55,568
Mortgage- and asset-backed securities	—		680		—		680
Marketable securities, non-current
Corporate debt securities	—		28,887		—		28,887
Yankee bonds	—		378		—		378
U.S. Treasury securities	10,552		—		—		10,552
Mortgage- and asset-backed securities	—		20,869		—		20,869
Total	$	277,739	$	142,515	$	—	$	420,254

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.

There were no transfers between fair value measurement levels during the six months ended June 30, 2025.

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Convertible Senior Notes

The Company measures the fair value of its convertible senior notes on a quarterly basis for disclosure purposes. The Company considers the fair value of its convertible senior notes as of June 30, 2025 to be a Level 2 measurement due to limited trading activity of the convertible senior notes. As of June 30, 2025, the net carrying amount of the convertible senior notes was $346,466, with unamortized discount and debt issuance costs of $8,534. As of June 30, 2025, the total estimated fair value (Level 2) of the convertible senior notes was $2,497,542. The fair value was determined based on the closing trading price of the convertible senior notes as of the last day of trading for the period.

6.INVENTORIES

Inventories as of June 30, 2025 and December 31, 2024 consisted of the following:


	June 30, 2025		December 31, 2024
Raw materials	$	66,928	$	50,650
Work in process	54,959		60,462
Finished goods	8,345		7,962
Total inventories	$	130,232	$	119,074

7.PREPAIDS AND OTHER CURRENT ASSETS

Prepaids and other current assets as of June 30, 2025 and December 31, 2024 consisted of the following:


	June 30, 2025		December 31, 2024
Prepaid expenses and deposits	$	42,483	$	38,041
Government grant receivables	13,768		7,783
Customer financing receivables	8,700		4,200
Other current assets	9,060		4,985
Total prepaids and other current assets	$	74,011	$	55,009

8.PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net, as of June 30, 2025 and December 31, 2024 consisted of the following:


	June 30, 2025		December 31, 2024
Buildings and improvements	$	70,870	$	68,631
Machinery, equipment, vehicles and office furniture	150,070		127,577
Computer equipment, hardware and software	18,345		16,204
Launch site assets	22,635		20,726
Construction in process	66,538		27,285
Property, plant and equipment—gross	328,458		260,423
Less accumulated depreciation and amortization	(78,688)		(65,585)
Property, plant and equipment—net	$	249,770	$	194,838

Depreciation expense recorded in the condensed consolidated statements of operations and comprehensive loss during the three and six months ended June 30, 2025 and 2024 consisted of the following:


	Three Months Ended June 30,				Six Months Ended June 30,
Depreciation expense	2025		2024		2025		2024
Cost of revenues	$	3,062	$	2,917	$	6,123	$	5,666
Research and development, net	1,935		1,040		3,674		2,432
Selling, general and administrative	761		679		1,526		1,303
Total depreciation expense	$	5,758	$	4,636	$	11,323	$	9,401

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9.GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill

The carrying amount of goodwill for the Space Systems reportable segment was $71,020 as of June 30, 2025 and December 31, 2024.

Intangible Assets

The components of intangible assets consisted of the following as of June 30, 2025 and December 31, 2024:


	June 30, 2025
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Finite-Lived Intangible Assets
Developed technology	$	57,865	$	(27,042)	$	30,823
Capitalized software	14,562		(10,813)		3,749
Customer relationships	16,117		(5,145)		10,972
Trademarks and tradenames	10,103		(3,029)		7,074
Backlog	3,491		(3,491)		—
Other	1,377		(573)		804
Indefinite-Lived Intangible Assets
In-process technology	500		—		500
Total	$	104,015	$	(50,093)	$	53,922


	December 31, 2024
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Finite-Lived Intangible Assets
Developed technology	$	57,865	$	(23,512)	$	34,353
Capitalized software	13,757		(9,873)		3,884
Customer relationships	16,086		(4,472)		11,614
Trademarks and tradenames	10,098		(2,610)		7,488
Backlog	3,491		(3,491)		—
Other	1,320		(522)		798
Indefinite-Lived Intangible Assets
In-process technology	500		—		500
Total	$	103,117	$	(44,480)	$	58,637

Amortization expense recorded in the condensed consolidated statements of operations and comprehensive loss during the three and six months ended June 30, 2025 and 2024, respectively consisted of the following:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Cost of revenues	$	1,808	$	1,779	$	3,620	$	3,552
Research and development, net	3		12		5		23
Selling, general and administrative	760		1,216		1,659		2,516
Total amortization expense	$	2,571	$	3,007	$	5,284	$	6,091

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The following table outlines the estimated future amortization expense related to intangible assets held as of June 30, 2025:


2025 (for the remaining period)	$	5,303
2026	10,262
2027	9,270
2028	8,208
2029	5,987
Thereafter	14,392
Total	$	53,422

10.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.

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 June 30, 2025, the holder of the Notes have the right to convert between July 1, 2025 and September 30, 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 June 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. Since the issuance of the Notes, the Company has not received a notice from the holders. As of June 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 June 30, 2025, there was $355,000 outstanding under the Notes, before unamortized discount and debt issuance costs of $8,534. As of June 30, 2025, the effective interest rate under the Notes was 5.0%.

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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.

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) months beginning January 2024, with the final payments due in January 2029. After the Blanket Lien Draw was repaid in full, Borrowers were able to make Draws as follows: (x) $30,000 to be drawn in not more than three advances of at least $10,000 each at the Borrowers’ option no later than the date that is 18 months after the Effective Date; 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) months and a rate factor of 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 six months ended June 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 June 30, 2025, there was $72,073 outstanding under the Trinity Loan Agreement, before unamortized discount and debt issuance and end of term costs of $1,850, of which $16,503 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 June 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 June 30, 2025 were as follows:


2025 (for the remaining period)	$	7,954
2026	17,691
2027	20,324
2028	18,401
2029	6,067
Thereafter	1,636
Total	$	72,073

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11.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 shares of the Preferred Stock to common stock on a 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.

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At-The-Market Offering

On March 11, 2025, the Company entered into an ATM Equity Offering Sales Agreement (the “Sales Agreement”) with BofA Securities, Inc., Cantor Fitzgerald & Co., Stifel, Nicolaus & Company, Incorporated and TD Securities (USA) LLC (collectively, the “Sales Agents”), pursuant to which the Company may offer and sell, from time to time, shares of its common stock, par value $0.0001 per share (the “Shares”) having an aggregate offering price of up to $500,000 through the Sales Agents, acting as its agents, or directly to the Sales Agents, acting as principal (the “ATM Equity Offering”).

As of June 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.

12.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 108,900,079 shares of common stock as equity awards to participants under the 2021 Plan as of June 30, 2025. There were 92,065,152 shares of common stock available for grant as of June 30, 2025.

Total stock-based compensation recorded in the condensed consolidated statements of operations and comprehensive loss during the three and six months ended June 30, 2025 and 2024 consisted of the following:


	Three Months Ended June 30,				Six Months Ended June 30,
Stock-based compensation	2025		2024		2025		2024
Cost of revenues	$	4,892	$	3,673	$	8,812	$	7,176
Research and development, net	5,573		5,049		10,467		9,034
Selling, general and administrative	7,468		5,233		17,888		10,838
Total stock-based compensation expense	$	17,933	$	13,955	$	37,167	$	27,048

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 June 30, 2025.

Restricted Stock Units

During the six months ended June 30, 2025 and 2024, the Company granted 1,104,778 and 13,684,650 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 the employees provide service.

As of June 30, 2025, the total unrecognized compensation expense related to unvested performance-based restricted stock units granted under the 2013 Plan and 2021 Plan was $111,186 and will be recognized upon vesting.

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2021 Employee Stock Purchase Plan

In August 2021, the 2021 Employee Stock Purchase Plan (the “2021 ESPP”) was approved to reserve 9,980,000 shares of common stock for issuance for awards in accordance with the terms of the 2021 ESPP. In addition, the number of shares reserved for issuance will ultimately increase on January 1 of each year from 2022 to 2031 by the lesser of (i) 9,980,000 shares of common stock, (ii) 1% of the number of shares of common stock outstanding as of the close of business on the immediately preceding December 31 or (iii) the number of common stock shares as determined by the Company’s board of directors. The purpose of the 2021 ESPP is to enable eligible employees to use payroll deductions to purchase shares of common stock and thereby acquire an interest in the Company. Eligible employees are offered shares through a 12-month offering period, which consists of two consecutive 6-month purchase periods. Employees may purchase a limited amount of shares of our stock at a discount of up to 15% of the lesser of the fair market value at the beginning of the offering period or the end of each 6-month purchase period.

During the six months ended June 30, 2025 and 2024, 321,734 shares and 726,035 shares of common stock were issued under the 2021 ESPP, respectively. As of June 30, 2025, 19,861,563 shares remain available for issuance under the 2021 ESPP. Total ESPP stock-based compensation recorded in the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2025 was $1,519 and $3,093, respectively. Total ESPP stock-based compensation recorded in the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2024 was $721 and $1,660, respectively. As of June 30, 2025, the total unrecognized compensation expense related to the 2021 ESPP was $3,074 and will be recognized over the remaining offering period.

13.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.

During the six months ended June 30, 2025, the Company commenced a barge lease and recognized an initial right-of-use operating lease asset and liability of $15,979. There have been no other material changes in the Company’s lease portfolio since December 31, 2024.

14.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 13).

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.

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.

The provision for contract losses outstanding as of June 30, 2025, which primarily is related to the solar panel module agreement, was $5,953 included in other current liabilities in the Company’s condensed consolidated balance sheets.

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15.INCOME TAXES

Income tax provision and the effective tax rate for the three and six months ended June 30, 2025 and 2024 were as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
(Provision) benefit for income taxes	$	(2,938)		$	860		$	(2,125)		$	855
Effective tax rate	(4.6)		%	2.0		%	(1.7)		%	1.0		%

The tax provisions for the three and six months ended June 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 US deferred tax assets, 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 net operating loss (“NOL”) carryforwards, the U.S. federal and state returns are open to examination by the Internal Revenue Service and state jurisdictions for all years beginning with the year ended March 31, 2016. Our foreign subsidiaries are generally subject to examination within four years from the end of the tax year during which the tax return was filed.

During the quarter ended June 30, 2025, the Company concluded an income tax audit by the Canada Revenue Agency for the years ended December 31, 2021 and December 31, 2022. The audit was finalized with no adjustments and no additional tax liability. As a result, no changes were made to the Company’s previously recorded income tax provisions, and no provision for additional income taxes was required. There were no open income tax audits as of June 30, 2025.

The Company does not anticipate significant changes to occur to its uncertain tax positions within the next 12 months.

16.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 six months ended June 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.

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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 six months ended June 30, 2025 and 2024:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Numerator
Net loss attributable to common stockholders-basic and diluted	$	(66,414)	$	(41,631)	$	(127,030)	$	(85,891)
Denominator
Weighted average common shares outstanding-basic and diluted	515,086,631		494,190,708		510,376,584		492,092,709
Net loss per share attributable to stockholders-basic and diluted	$	(0.13)	$	(0.08)	$	(0.25)	$	(0.17)

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:


	June 30,
	2025	2024
Stock options and restricted stock units	23,616,300	32,451,918
Common stock warrants	—	728,835
Shares underlying our convertible senior notes	69,261,530	69,261,530

17.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 six months ended June 30, 2025 and 2024:


	Three Months Ended June 30,
	2025				2024
	Launch Services		Space Systems		Launch Services		Space Systems
Revenues	$	46,646	$	97,852	$	29,357	$	76,894
Cost of revenues	32,426		65,684		21,586		57,503
Gross profit	$	14,220	$	32,168	$	7,771	$	19,391


	Six Months Ended June 30,
	2025				2024
	Launch Services		Space Systems		Launch Services		Space Systems
Revenues	$	82,238	$	184,829	$	62,076	$	136,942
Cost of revenues	60,801		124,631		45,898		101,784
Gross profit	$	21,437	$	60,198	$	16,178	$	35,158

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The following table shows information by reportable segment by products and services for the three and six months ended June 30, 2025 and 2024:


	Three Months Ended June 30,
	2025				2024
	Launch Services		Space Systems		Launch Services		Space Systems
Products:
Revenues	$	—	$	92,725	$	—	$	72,283
Cost of revenues	—		61,692		—		53,940
Gross profit	$	—	$	31,033	$	—	$	18,343

Services:
Revenues	$	46,646	$	5,127	$	29,357	$	4,611
Cost of revenues	32,426		3,992		21,586		3,563
Gross profit	$	14,220	$	1,135	$	7,771	$	1,048


	Six Months Ended June 30,
	2025				2024
	Launch Services		Space Systems		Launch Services		Space Systems
Products:
Revenues	$	—	$	173,529	$	—	$	126,429
Cost of revenues	—		115,561		—		94,767
Gross profit	$	—	$	57,968	$	—	$	31,662

Services:
Revenues	$	82,238	$	11,300	$	62,076	$	10,513
Cost of revenues	60,801		9,070		45,898		7,017
Gross profit	$	21,437	$	2,230	$	16,178	$	3,496

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.

18.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 shares of the Preferred Stock to common stock on a one-for-one basis in accordance with the Certificate of Designation. See Note 11 for additional information on the Preferred Stock Exchange.

As of June 30, 2025 and December 31, 2024, there are no amounts due to or from related parties.

19.SUBSEQUENT EVENTS

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 is currently evaluating the impact of these provisions, the impact of which will depend on the Company’s facts and anticipated guidance from the U.S. Department of the Treasury.

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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 development of small-class launch vehicles and the related sale of launch services, we are currently innovating in the areas of medium-class launch vehicles and launch services, space systems design and manufacturing, on-orbit management solutions, and space data applications. Each of these initiatives addresses a critical component of the end-to-end solution and our value proposition for the space economy:

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

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

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 64 successful missions through June 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, and additional products in development to serve a wide variety of sub-system functions. We entered this market with our acquisition of leading spacecraft components manufacturer Sinclair Interplanetary, and have since expanded our market participation with the acquisitions of Planetary Systems Corporation, SolAero Technologies Corp. and aerospace software firm Advanced Solutions, Incorporated. Each of these strategic acquisitions brought incremental vertically-integrated capabilities for our own spacecraft family and also enabled Rocket Lab to deliver high-volume manufacturing of critical spacecraft components and software solutions at scale prices to the broader spacecraft merchant market. Our spacecraft family, which are configurable for a range of low Earth orbit, medium Earth orbit, geosynchronous orbit and interplanetary missions enable us to offer an end-to-end mission solution encompassing launch, full spacecraft manufacturing, ground services and mission operations to provide customers with streamlined access to orbit with Rocket Lab as a single mission partner.

Recent Developments

GEOST

On May 22, 2025, Rocket Lab USA Inc., a Delaware corporation (“Rocket Lab USA”) entered into a Stock Purchase Agreement (the “GEOST Purchase Agreement”), by and among the Rocket Lab USA, LightRidge Solutions Holdings LP (“LightRigde Solutions”), and LightRidge Interco Solutions Holdings, Inc. (“LightRidge Interco”), which provides for, among other things, Rocket Lab USA’s purchase and acquisition of all of the issued and outstanding shares of common stock of LightRidge Interco, the owner of GEOST LLC ( “GEOST”). On May 23, 2025, pursuant to the Purchase Agreement, the Company executed a joinder to become party thereto.

Pursuant to the terms of the Purchase Agreement, all of the issued and outstanding shares of LightRidge Interco will be purchased in exchange for aggregate consideration of $275.0 million, consisting of up to approximately $125.0 million in cash and up to approximately $150.0 million in shares of our common stock, $0.0001 par value, 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 $50.0 million in potential additional post-closing cash earnout payments to LightRidge Solutions tied to revenue targets of the GEOST business for 2026 and 2027. Our common stock issuable as stock consideration in the Transaction will be valued based on the closing trading price reported on the Nasdaq Capital Market on the trading day immediately prior to the closing date, subject to a base price floor closing condition of each party.

The Purchase Agreement contains representations, warranties, covenants and closing conditions from and for the benefit of each of us and LightRidge Solutions 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 Transaction on the closing date of the transaction, subject to certain customary exceptions and requirements. We have also agreed to customary selling securityholder indemnities with respect to such registration rights. The Transaction is expected to close in the second half of 2025.

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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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, any of which could create delays in reaching the initial launch and future launches of the completed vehicle. In addition, even if we succeed in developing Neutron consistent with our targeted timeline, we could be unsuccessful in developing the ability to produce these launch vehicles in quantities and with the necessary quality manufacturing system that ensures each vehicle and engines perform as required. Any delay in the production of the Neutron launch vehicle or in our ability to produce these launch vehicles at our expected rate of production and with a reliable quality management system could have a material impact on customer acceptance as well as our future revenue, financial condition and results of operations. Additionally, delays or setbacks in Neutron development may require more research, development and capital expenditures than we currently anticipate, which could adversely affect our liquidity and capital resources in future periods.

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 64 times delivering over 200 spacecraft to orbit, including one suborbital launch, through June 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) and SolAero Technologies Corp. (acquired January 2022). 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.

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 12 Electron launch vehicles through the six months ended June 30, 2025. We launched nine Electron vehicles in 2022, ten Electron vehicles in 2023 and 16 Electron vehicles in 2024. We have launched ten Electron vehicles through the six months ended June 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 and other factors.

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Revenue Growth

Three Months Ended June 30, 2025 and 2024

We generated $144.5 million and $106.3 million in revenue for the three months ended June 30, 2025 and 2024, respectively, representing a year-on-year increase in revenue of approximately 36%. This year-on-year increase resulted from space systems revenue growth of $21.0 million, primarily driven by satellite manufacturing, and an increase in launch revenue of $17.3 million. Launch revenue growth was due to a higher launch cadence with five Electron launch missions completed in the three months ended June 30, 2025, versus four launch missions completed in the three months ended June 30, 2024, revenue recognized on over-time Electron launch missions and a higher revenue per launch on point-in-time Electron launch missions.

Six Months Ended June 30, 2025 and 2024

We generated $267.1 million and $199.0 million in revenue for the six months ended June 30, 2025 and 2024, respectively, representing a year-on-year increase in revenue of approximately 34%. This year-on-year increase resulted from space systems revenue growth of $47.9 million, primarily driven by satellite manufacturing, and an increase in launch revenue of $20.2 million. Launch revenue growth was due to a higher launch cadence with ten Electron launch missions completed in the six months ended June 30, 2025, versus eight launch missions completed in the six months ended June 30, 2024 and revenue recognized on over-time Electron launch missions, partially offset by a lower revenue per launch on point-in-time Electron launch missions.

Revenue and Cost Value Per Launch

Revenue value per launch represents the average revenue per launch contract attributable to point-in-time launches that occurred during a period. Revenue value per launch can be a useful metric to provide insight into general competitiveness and price sensitivity in the marketplace. Revenue value per launch can vary considerably, based on factors such as unique orbit and insertion requirements, payload handling needs, launch location, time sensitivity of mission completion and other factors, and as such may not provide absolute clarity with regards to pricing and competitive dynamics in the marketplace.

Three Months Ended June 30, 2025 and 2024

In the three months ended June 30, 2025 and 2024, our revenue value per launch was $7.9 million and $7.1 million, respectively. Meanwhile, cost per launch for the three months ended June 30, 2025 and 2024 was $5.0 million and $5.4 million, respectively. Revenue and cost per launch can fluctuate depending on customer mix and mission type.

Six Months Ended June 30, 2025 and 2024

In the six months ended June 30, 2025 and 2024, our revenue value per launch was $7.5 million and $7.7 million, respectively. Meanwhile, cost per launch for the six months ended June 30, 2025 and 2024 was $5.3 million and $5.7 million, respectively. Revenue and cost per launch can fluctuate depending on customer mix and mission type.

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 decreased from $1,067.0 million as of December 31, 2024 to $995.4 million as of June 30, 2025, of which $585.8 million is related to space systems and $409.6 million is related to launch services. The decrease was primarily a result of recognizing revenue on contracts during the period, partially offset by continued bookings during the period.

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Components of Results of Operations

Revenue

Our revenues are derived from a combination of long-term fixed price contracts for launch services and spacecraft builds, and purchase order based spacecraft components sales. Revenues from long-term contracts are recognized using either the “point-in-time” or “over-time” method of revenue recognition. Point-in-time revenue recognition results in cash payments being initially accrued to the balance sheet as deferred revenue as contractual milestones are accomplished and then recognized as revenue once the final contractual obligation is completed. Over-time revenue recognition is generally based on an input measure of progress based on costs incurred compared to estimated total costs at completion. Each project has a contractual revenue value and an estimated cost. The over-time revenue is recognized based on the percentage of the total project cost that has been realized.

Estimating future revenues and associated costs and profit is a process requiring a high degree of management judgment, including management’s assumptions regarding our future operational performance as well as general economic conditions. Frequently, the period of performance of a contract extends over a long period of time and, as such, revenue recognition and our profitability from a particular contract may be affected to the extent that estimated costs to complete are revised, delivery schedules are delayed, performance-based milestones are not achieved or progress under a contract is otherwise impeded. Accordingly, our recorded revenues and operating profit from period to period can fluctuate significantly depending on when the point-in-time or over-time contractual obligations are achieved. In the event cost estimates indicate a loss on a contract, the total amount of such loss is recorded in the period in which the loss is first estimated.

Cost of Revenues

Cost of revenues consists primarily of direct material and labor costs, manufacturing overhead, freight expense, depreciation and amortization and other personnel-related expenses, which include salaries, bonuses, benefits and stock-based compensation expense, directly associated with generating revenues. We expect our cost of revenues to increase in absolute dollars in future periods as we sell more launch services and space systems. As we grow into our current capacity and execute on cost-reduction initiatives, we expect our cost of revenues as a percentage of revenue to decrease over time.

Because direct labor costs and manufacturing overhead comprise a significant portion of cost of revenues, increasing our production rate resulting in greater absorption of these costs is our most critical cost reduction initiative. Increasing our production rate is a cross-functional effort involving sales and business development, manufacturing, engineering, supply chain and finance.

Operating Expenses

Our operating expenses consist of research and development and selling, general and administrative expenses.

Research and Development, net

Research and development, net expense consists primarily include labor, prototype, professional services, materials, facilities and depreciation expense. We intend to continue to make significant investments in developing new products and enhancing existing products, including but not limited to our medium capacity Neutron launch vehicle, Electron’s first stage recovery, and spacecraft features and capabilities, as well as expanding our portfolio of spacecraft components and subsystems. Research and development expense will be variable relative to the number of products that are in development, validation or testing. However, we expect it to decline as a percentage of total revenue over time.

Selling, General and Administrative

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

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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 June 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 June 30, 2025 and 2024 (in thousands, except percentages):


	Three Months Ended June 30,
	2025				2024
	$		%		$		%
Revenues	$	144,498	100.0	%	$	106,251	100.0	%
Cost of revenues	98,110		67.9	%	79,089		74.4	%
Gross profit	46,388		32.1	%	27,162		25.6	%
Operating expenses:
Research and development, net	66,134		45.8	%	39,912		37.6	%
Selling, general and administrative	39,893		27.6	%	30,524		28.7	%
Total operating expenses	106,027		73.4	%	70,436		66.3	%
Operating loss	(59,639)		(41.3)	%	(43,274)		(40.7)	%
Other income (expense):
Interest expense, net	(2,371)		(1.6)	%	(824)		(0.8)	%
Loss on foreign exchange	(489)		(0.3)	%	(286)		(0.3)	%
Other (expense) income, net	(977)		(0.7	%)	1,893		1.8	%
Total other (expense) income, net	(3,837)		(2.6	%)	783		0.7	%
Loss before income taxes	(63,476)		(43.9)	%	(42,491)		(40.0)	%
(Provision) benefit for income taxes	(2,938)		(2.0)	%	860		0.8	%
Net loss	$	(66,414)	(45.9)	%	$	(41,631)	(39.2)	%

Revenues


	Three Months Ended June 30,
(in thousands, except percentages)	2025		2024		$ Change		% Change
Revenues	$	144,498	$	106,251	$	38,247	36	%

Revenue increased by $38.2 million, or 36%, for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. Space systems revenue was $97.9 million for the three months ended June 30, 2025, an increase of $21.0 million, or 27%, primarily due to spacecraft manufacturing growth. Launch Services revenue was $46.6 million for the three months ended June 30, 2025, an increase of $17.3 million, or 59%, primarily due to a higher launch cadence with five Electron launch missions completed in the three months ended June 30, 2025, versus four launch missions completed in the three months ended June 30, 2024, revenue recognized on over-time Electron launch missions and a higher revenue on point-in-time Electron launch missions in the three months ended June 30, 2025.

Cost of Revenues


	Three Months Ended June 30,
(in thousands, except percentages)	2025		2024		$ Change		% Change
Cost of revenues	$	98,110	$	79,089	$	19,021	24	%

Cost of revenues increased by $19.0 million, or 24%, for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. Space systems cost of revenue was $65.7 million for the three months ended June 30, 2025, an increase of $8.2 million, or 14%, primarily due to spacecraft manufacturing growth. Launch Services cost of revenues was $32.4 million in the three months ended June 30, 2025, an increase of $10.8 million, or 50%, primarily due to cost of revenues recognized on over-time Electron launch missions and a higher launch cadence.

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Research and Development, Net


	Three Months Ended June 30,
(in thousands, except percentages)	2025		2024		$ Change		% Change
Research and development, net	$	66,134	$	39,912	$	26,222	66	%

Research and development expense increased by $26.2 million, or 66%, for the three months ended June 30, 2025 as compared to the three months ended June 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 June 30,
(in thousands, except percentages)	2025		2024		$ Change		% Change
Selling, general and administrative	$	39,893	$	30,524	$	9,369	31	%

Selling, general and administrative expense increased by $9.4 million, or 31%, for the three months ended June 30, 2025 as compared to the three months ended June 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 June 30,
(in thousands, except percentages)	2025		2024		$ Change		% Change
Interest expense, net	$	(2,371)	$	(824)	$	(1,547)	188	%

Interest expense, net of interest income increased by $1.5 million, or 188%, for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, primarily due to an increase of interest expense from our convertible senior notes and a reduced balance in interest-bearing accounts.

Loss on Foreign Exchange


	Three Months Ended June 30,
(in thousands, except percentages)	2025		2024		$ Change		% Change
Loss on foreign exchange	$	(489)	$	(286)	$	(203)	71	%

Loss on foreign exchange increased by $0.2 million, or 71%, for the three months ended June 30, 2025 as compared to the three months ended June 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 June 30,
(in thousands, except percentages)	2025		2024		$ Change		% Change
Other (expense) income, net	$	(977)	$	1,893	$	(2,870)	(152	%)

Other expense increased by $2.9 million, or 152%, for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, primarily due to a loss on disposal of assets for the three months ended June 30, 2025.

(Provision) benefit for Income Taxes


	Three Months Ended June 30,
(in thousands, except percentages)	2025		2024		$ Change		% Change
(Provision) benefit for income taxes	$	(2,938)	$	860	$	(3,798)	(442)	%

We recorded income tax expense of $2.9 million for the three months ended June 30, 2025 and income tax benefit of $0.9 million for the three months ended June 30, 2024. The effective tax rate was (4.6)% for the three months ended June 30, 2025, compared to 2.0% for the three months ended June 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.

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Comparison of the Six Months Ended June 30, 2025 and 2024

The following table sets forth our consolidated statements of operations information and data as a percentage of revenue for the six months ended June 30, 2025 and 2024 (in thousands, except percentages):


	Six Months Ended June 30,
	2025				2024
	$		%		$		%
Revenues	$	267,067	100.0	%	$	199,018	100.0	%
Cost of revenues	185,432		69.4	%	147,682		74.2	%
Gross profit	81,635		30.6	%	51,336		25.8	%
Operating expenses:
Research and development, net	121,243		45.4	%	78,416		39.4	%
Selling, general and administrative	79,219		29.7	%	59,273		29.8	%
Total operating expenses	200,462		75.1	%	137,689		69.2	%
Operating loss	(118,827)		(44.5)	%	(86,353)		(43.4)	%
Other income (expense):
Interest expense, net	(4,957)		(1.9)	%	(1,722)		(0.9)	%
(Loss) gain on foreign exchange	(623)		(0.2)	%	25		—	%
Other (expense) income, net	(498)		(0.2	%)	1,304		0.7	%
Total other expense, net	(6,078)		(2.3	%)	(393)		(0.2	%)
Loss before income taxes	(124,905)		(46.8)	%	(86,746)		(43.6)	%
(Provision) benefit for income taxes	(2,125)		(0.8)	%	855		0.4	%
Net loss	$	(127,030)	(47.6)	%	$	(85,891)	(43.2)	%

Revenues


	Six Months Ended June 30,
(in thousands, except percentages)	2025		2024		$ Change		% Change
Revenues	$	267,067	$	199,018	$	68,049	34	%

Revenue increased by $68.0 million, or 34%, for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. Space systems revenue was $184.8 million for the six months ended June 30, 2025, an increase of $47.9 million, or 35%, primarily due to spacecraft manufacturing growth. Launch Services revenue was $82.2 million for the six months ended June 30, 2025, an increase of $20.2 million, or 32%, primarily due to a higher launch cadence with ten Electron launch missions completed in the six months ended June 30, 2025, versus eight launch missions completed in the six months ended June 30, 2024 and revenue recognized on over-time Electron launch missions, partially offset by a lower revenue on point-in-time Electron launch missions in the six months ended June 30, 2025.

Cost of Revenues


	Six Months Ended June 30,
(in thousands, except percentages)	2025		2024		$ Change		% Change
Cost of revenues	$	185,432	$	147,682	$	37,750	26	%

Cost of revenues increased by $37.8 million, or 26%, for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. Space systems cost of revenue was $124.6 million for the six months ended June 30, 2025, an increase of $22.8 million, or 22%, primarily due to spacecraft manufacturing growth. Launch Services cost of revenues was $60.8 million in the six months ended June 30, 2025, an increase of $14.9 million, or 32%, primarily due to a higher launch cadence and cost of revenues recognized on over-time Electron launch missions.

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Research and Development, Net


	Six Months Ended June 30,
(in thousands, except percentages)	2025		2024		$ Change		% Change
Research and development, net	$	121,243	$	78,416	$	42,827	55	%

Research and development expense increased by $42.8 million, or 55%, for the six months ended June 30, 2025 as compared to the six months ended June 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


	Six Months Ended June 30,
(in thousands, except percentages)	2025		2024		$ Change		% Change
Selling, general and administrative	$	79,219	$	59,273	$	19,946	34	%

Selling, general and administrative expense increased by $19.9 million, or 34%, for the six months ended June 30, 2025 as compared to the six months ended June 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


	Six Months Ended June 30,
(in thousands, except percentages)	2025		2024		$ Change		% Change
Interest expense, net	$	(4,957)	$	(1,722)	$	(3,235)	188	%

Interest expense, net of interest income increased by $3.2 million, or 188%, for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to an increase of interest expense from our convertible senior notes and a reduced balance in interest-bearing accounts.

(Loss) Gain on Foreign Exchange


	Six Months Ended June 30,
(in thousands, except percentages)	2025		2024		$ Change		% Change
(Loss) gain on foreign exchange	$	(623)	$	25	$	(648)	(2,592	%)

Loss on foreign exchange increased by $0.6 million, or 2,592%, for the six months ended June 30, 2025 as compared to the six months ended June 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


	Six Months Ended June 30,
(in thousands, except percentages)	2025		2024		$ Change		% Change
Other (expense) income, net	$	(498)	$	1,304	$	(1,802)	(138	%)

Other expense increased by $1.8 million, or 138%, for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to a loss on disposal of assets for the six months ended June 30, 2025.

(Provision) benefit for Income Taxes


	Six Months Ended June 30,
(in thousands, except percentages)	2025		2024		$ Change		% Change
(Provision) benefit for income taxes	$	(2,125)	$	855	$	(2,980)	(349)	%

We recorded income tax expense of $2.1 million for the six months ended June 30, 2025 and income tax benefit of $0.9 million for the six months ended June 30, 2024. The effective tax rate was (1.7)% for the six months ended June 30, 2025, compared to 1.0% for the six months ended June 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.

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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 June 30, 2025, we had $564.1 million of cash and cash equivalents and $185.2 million of marketable securities. Our primary requirements for liquidity and capital are for investment in new products and technologies, the expansion of existing manufacturing facilities, working capital, debt service, acquisitions of complementary businesses, products or technologies and general corporate needs. Historically, these cash requirements have been met through the net proceeds we received through private sales of equity securities and convertible senior notes, borrowings under our credit and equipment financing facilities, net proceeds received in our business combination, net proceeds received from our ATM Equity Offering 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 June 30, 2025, we had outstanding $427.1 million in aggregate principal amount of indebtedness under our convertible senior notes and equipment financing agreement, of which $16.5 million was scheduled to become due in the following twelve months. As of June 30, 2025, our total minimum lease payments was $124.0 million, of which $15.3 million is due in the following twelve months. For details regarding our indebtedness and lease obligations at June 30, 2025, refer to Note 10, Loan Agreements, and Note 13, Leases, to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Our capital expenditures for the six months ended June 30, 2025 were $60.7 million. Our future capital requirements will depend on many factors, including our launch cadence, traction in the market with our space systems offerings, the expansion of sales and marketing activities, the timing and extent of spending to support product development efforts, the introduction of new and enhanced products, the continuing market adoption of our products, the timing and extent of additional capital expenditures to invest in existing and new office spaces and the number of acquisitions of complementary businesses, products or technologies we pursue, if any. We may be required to seek additional equity or debt financing or we may choose to take advantage of opportunistic capital raising or financing transactions primarily for the purposes noted above. In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued product innovation, we may not be able to compete successfully, which would harm our business, operations and financial condition.

Additionally, we expect our capital and operating expenditures will increase significantly in connection with ongoing activities as we:

•increase our investment in marketing, advertising, sales and distribution infrastructure for our existing and future products and services;

•develop additional new products and enhancements to existing products;

•obtain, maintain and improve our operational, financial and management performance;

•hire additional personnel;

•obtain, maintain, expand and protect our intellectual property portfolio; and

•continue to operate as a public company.

Indebtedness

As of June 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 $8.5 million. In addition, as of June 30, 2025, there was $72.1 million outstanding under the Trinity Loan Agreement, before unamortized discount and debt issuance and end of term costs of $1.9 million.

See Note 10 of Item 1 for additional information on our outstanding loan agreements.

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Cash Flows

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


	Six Months Ended June 30,
(in thousands)	2025		2024
Net cash provided by (used in):
Operating activities	$	(77,467)	$	(15,588)
Investing activities	(36,022)		(63,097)
Financing activities	406,048		256,943
Effect of exchange rate changes	1,127		(141)
Net increase in cash, cash equivalents, and restricted cash	$	293,686	$	178,117

Cash Flows from Operating Activities

Net cash used in operating activities was $77.5 million for the six months ended June 30, 2025 and consisted of $127.0 million in net loss, $61.7 million in non-cash activities and $12.2 million in cash used by operating assets and liabilities. Included in the non-cash activities are $37.2 million in stock-based compensation expense and $17.5 million in depreciation and amortization. Included in the cash used by operating assets and liabilities are $25.3 million in accounts receivable, net, $18.0 million in prepaids and other current assets, $11.5 million in inventories, offset by cash provided in operating assets and liabilities including $11.9 million in other non-current assets, $11.2 million in contract assets, $11.1 million in trade payables and $7.2 million in contract liabilities.

Cash Flows from Investing Activities

Cash used in investing activities for the six months ended June 30, 2025 of $36.0 million was primarily driven by $60.7 million of capital equipment and infrastructure investments, partially offset by net cash provided by maturities, purchases and sales of marketable securities of $24.6 million.

Cash Flows from Financing Activities

Cash provided by financing activities for the six months ended June 30, 2025 of $406.0 million was primarily related to $387.2 million of net proceeds from the issuance of common stock under the ATM Equity Offering and $24.7 million of net proceeds from a draw under the Trinity Loan Agreement, partially offset by $11.2 million of repayments under the Trinity Loan Agreement.

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.

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 June 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.

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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.

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 June 30, 2025, we had cash and cash equivalents of $564.1 million, comprised primarily of operating accounts and money market instruments and $185.2 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 June 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.

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.

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

Insider Trading Arrangements

During the three months ended June 30, 2025, the Company’s Chief Executive Officer, Sir Peter Beck, through the Equatorial Trust, a family trust settled in part by Sir Peter Beck, 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 such director’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

Sir Peter Beck

Chief Executive Officer

June 13, 2025

September 15, 2025

5,000,000

December 17, 2025

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Item 6. Exhibits


Exhibit Number						Description

3.1						Amended and Restated Certificate of Incorporation of Rocket Lab Corporation (incorporated by reference to Exhibit 3.1 to Rocket Lab USA, Inc.’s Current Report on Form 8-K12B filed on May 23, 2025).

3.2						Amended and Restated Bylaws of Rocket Lab Corporation (incorporated by reference to Exhibit 3.2 to Rocket Lab USA, Inc.’s Current Report on Form 8-K12B filed on May 23, 2025).

3.3						Certificate of Designations of Series A Convertible Participating Preferred Stock of the Registrant (incorporated by reference to Exhibit 3.3 to Rocket Lab USA, Inc.’s Current Report on Form 8-K12B filed on May 23, 2025).

4.1						Description of Securities (incorporated by reference to Exhibit 4.1 to Rocket Lab USA, Inc.’s Current Report on Form 8-K12B filed on May 23, 2025).

4.2						First Supplemental Indenture, dated May 23, 2025, by and between Rocket Lab Corporation and U.S. Bank Trust Company, National Association, a national banking association, as trustee (incorporated by reference to Exhibit 4.2 to Rocket Lab USA, Inc.’s Current Report on Form 8-K12B filed on May 23, 2025).

10.1^						Stock Purchase Agreement, dated May 22, 2025, by and among Rocket Lab USA, Inc., LightRidge Solutions Holdings LP, and LightRidge Interco Solutions Holdings, Inc.

10.2						Joinder to Stock Purchase Agreement, dated May 23, 2025, by and among Rocket Lab Corporation, Rocket Lab USA, Inc., LightRidge Solutions Holdings LP, and LightRidge Interco Solutions Holdings, Inc.

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

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

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

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.

^ Certain portions of this exhibit (indicated by “[***]”) have been omitted in compliance with Regulation S-K Item 601(b)(10)(iv) as the Company determined the omitted information (i) is not material and (ii) is the type that the Company customarily and actually treats as private or confidential.

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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

August 7, 2025	By:	/s/ Peter Beck

		Peter Beck
		President, Chief Executive Officer and Chairman
		(Principal Executive Officer)

August 7, 2025	By:	/s/ Adam Spice

		Adam Spice
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

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SEC Form 10-Q filed by Rocket Lab Corporation

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