[8-K] Rocket Pharmaceuticals, Inc. Reports Material Event

Rhea-AI Filing Summary

Brown-Forman (BF) Form 144 filing: an unidentified insider plans to sell up to 28,426 Class B shares through Raymond James, targeting 23 July 2025 on the NYSE. At the filing date’s reference price the block is valued at $0.88 million, equal to roughly 0.009 % of the 303.6 million shares outstanding, indicating an immaterial effect on float or control.

The shares were accumulated between 2017-2024 via equity-based compensation (RSU/PBRSU or SSARS cashless exercises). No other sales were reported in the past three months. The signatory certifies no undisclosed adverse information and, if applicable, compliance with a Rule 10b5-1 trading plan.

Investor take-away: the proposed disposal is modest in size; while insider selling can be viewed cautiously, the proportion suggests limited signalling impact absent additional context.

Positive

• Sale equals only 0.009 % of shares outstanding, implying negligible dilution or control shift.
• No insider sales in the prior three months, indicating the transaction is isolated rather than part of a selling trend.

Negative

• $0.88 million insider sale could be interpreted as modestly bearish sentiment, though context is limited.

Insights

Equity Analyst

TL;DR: Small insider sale (~$0.9M, <0.01% float) appears routine; limited valuation impact.

The Form 144 indicates a planned sale of 28,426 BF Class B shares. Valued at $881k, the transaction is negligible versus Brown-Forman’s $33 bn market cap and ample liquidity. Shares derive from long-term incentive awards, typical for executive diversification. No clustered selling or recent disposals were disclosed, lessening concern of broader insider pessimism. I view the filing as non-material to fundamentals or near-term price action.

Corporate Governance Specialist

TL;DR: Routine equity-compensation liquidation; governance red flags not evident.

The filer attests to possessing no non-public negative information and may rely on a Rule 10b5-1 plan. Absence of prior 3-month sales and small relative size suggest compliance with insider-trading safeguards. Given Brown-Forman’s longstanding equity-pay practice, the liquidation aligns with compensation normalcy. I assign a neutral governance impact; investors should monitor but need not infer strategic distress.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 23, 2025

Rocket Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36829	04-3475813
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9 Cedarbrook Drive, Cranbury, NJ		08512
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:  (646) 440-9100

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities 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, $0.01 par value	RCKT	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 2.05. Costs Associated With Exit or Disposal Activities.

On July 23, 2025, Rocket Pharmaceuticals, Inc. (the “Company”) began implementation of a strategic corporate reorganization and pipeline prioritization aimed at maximizing near-term value, extending operational runway into the second quarter of 2027, and positioning the company for sustained long-term growth (the “Plan”).  The Company’s Board of Directors unanimously approved the Plan on June 18, 2025.  As part of the restructuring, the Company will implement a reduction in workforce of approximately 30% (the “RIF”), which, along with other planned cost-saving initiatives, is expected to reduce Rocket’s 12-month operating expenses by nearly 25%. The Company began notifying affected employees on July 23, 2025, and expects the RIF to be completed by August 8, 2025.

The Company estimates that it will incur approximately $3.5 million in restructuring and restructuring-related charges in the second half of 2025 in connection with the Plan, consisting primarily of employee severance payments and other termination benefits to approximately 80 employees. The foregoing estimated amounts do not include any non-cash charges associated with equity-based compensation.

Further, the Company may incur additional expenses not currently contemplated due to events associated with the Plan. The charges that the Company expects to incur in connection with the Plan and operating expense reductions are estimates and subject to a number of assumptions, and actual charges and expenses may differ materially from those estimates disclosed above.

Forward-Looking Statements

Except for the factual statements made herein, information contained in this Current Report on Form 8-K consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict. Words and expressions reflecting optimism, satisfaction or disappointment with current prospects or future events, as well as words such as “believes,” “intends,” “expects,” “plans” and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. For example, there can be no assurance that the Plan or the RIF will have the intended effect on the Company’s operational results and strategic decisions, that any anticipated charges and any anticipated cost savings associated with the Plan or the RIF will achieve its intended benefits. Reference is also made to other factors detailed from time to time in the Company’s periodic reports filed with the Securities and Exchange Commission, including the Company’s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q. The forward-looking statements contained in this Current Report on Form 8-K speak only as of the date of this Current Report on Form 8-K and the Company assumes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this Current Report on Form 8-K, unless required by law.

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 hereunto duly authorized.

	Rocket Pharmaceuticals, Inc.
Date: July 23, 2025	By:	/s/ Martin Wilson
		Martin Wilson
		General Counsel and Chief Corporate Officer, SVP

FAQ

How many Brown-Forman (BF) shares are being sold under this Form 144?

The filer intends to sell 28,426 Class B shares.

What is the aggregate market value of the proposed BF share sale?

The block is valued at approximately $881,206 based on the reference price in the filing.

When is the anticipated sale date for the BF shares?

The approximate sale date disclosed is July 23, 2025.

What percentage of Brown-Forman’s outstanding shares does this sale represent?

The proposed sale equals about 0.009 % of the 303.6 million shares outstanding.

How were the shares being sold originally acquired?

They were received via equity-based compensation awards (RSUs, PBRSUs, SSARS) between 2017 and 2024.

Were any BF shares sold by the insider in the past three months?

No; the Form 144 states "Nothing to Report" for that period.