Rocket Pharma completes option exchange—686,137 new options

Rocket Pharmaceuticals reports results of its Option Exchange.

Rhea-AI Filing Summary

Rocket Pharmaceuticals reports results of its Option Exchange. The Company accepted Eligible Options to purchase 1,376,937 shares (representing 94.6% of the shares underlying Eligible Options) and granted 686,137 New Options in exchange. The Offer expired at May 26, 2026; 157 Eligible Employees participated. The exercise price of the New Options is $3.00 per share.

Insights

Compensation Consultant

Exchange replaced a larger number of old options with fewer, repriced New Options.

The exchange accepted 1,376,937 underlying option shares and issued 686,137 New Options with an exercise price of $3.00, reflecting the closing market price on May 26, 2026. This structure reduces outstanding option strikes while resetting exercise prices to current market levels.

Outcomes depend on vesting terms described in the Offer; if vesting is extended, near-term dilution risk is reduced but retention incentives hinge on those schedules. Subsequent filings will show how many New Options vest over time.

Corporate Counsel

The Exchange was processed under the Company’s 2014 plan and reported via Schedule TO amendment.

The Company completed the Option Exchange pursuant to the Offer to Exchange and the 2014 Stock Option and Incentive Plan. All tendered Eligible Options were cancelled effective March 26, 2026, and New Options were granted promptly thereafter.

The filing states mechanics and volumes; cash‑flow treatment is not specified beyond the exercise price. Future Form 4s or plan reports may disclose individual awards or vesting accelerations.

Key Figures

Eligible options accepted: 1,376,937 shares Acceptance rate: 94.6% New Options granted: 686,137 shares +3 more

6 metrics

Eligible options accepted 1,376,937 shares total underlying shares accepted for exchange

Acceptance rate 94.6% of total shares underlying Eligible Options

New Options granted 686,137 shares total New Options issued in exchange

Exercise price $3.00 per share closing price on Nasdaq on <date>May 26, 2026</date>

Participants 157 Eligible Employees employees who participated in the Option Exchange

Offer expiration May 26, 2026 Offer expired at 3:59 p.m. Eastern Time

Key Terms

Eligible Options, New Options, Offer to Exchange, 2014 Stock Option and Incentive Plan

4 terms

Eligible Options financial

"exchange Eligible Options to purchase shares of common stock"

New Options financial

"granted New Options for a total of 686,137 shares"

Offer to Exchange regulatory

"Offer to Exchange Eligible Options for New Options dated April 27, 2026"

2014 Stock Option and Incentive Plan financial

"pursuant to the terms of the Offer to Exchange and the Companys 2014 Stock Option and Incentive Plan"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were the results of Rocket Pharmaceuticals' (RCKT) Option Exchange?

The Company accepted Eligible Options to purchase 1,376,937 shares, equal to 94.6% of eligible underlying shares. It granted 686,137 New Options in exchange, and 157 Eligible Employees participated. The Offer expired on May 26, 2026.

What is the exercise price of the New Options granted by RCKT?

The exercise price for the New Options is $3.00 per share, which was the closing price of the Company’s common stock on the Nasdaq Global Market on May 26, 2026, as stated in the filing.

How many employees participated in Rocket Pharmaceuticals' option exchange?

157 Eligible Employees participated in the Option Exchange, as reported in the amendment. Participation and individual grant details are subject to the Offer to Exchange and the Company’s 2014 Stock Option and Incentive Plan.

Were the tendered Eligible Options cancelled and when did cancellations take effect?

Yes. The filing states that all tendered Eligible Options were cancelled effective March 26, 2026, and New Options were granted promptly thereafter under the terms of the Offer to Exchange and the 2014 plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/28/2026 - 05:09 PM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO/A

(Amendment No. 1)

(Rule 13e-4)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

ROCKET PHARMACEUTICALS, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Options to Purchase Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

77313F106

(CUSIP Number of Class of Securities)

Gaurav Shah, MD

Chief Executive Officer

Rocket Pharmaceuticals, Inc.

9 Cedarbrook Drive

Cranbury, NJ 08512

(609) 659-8001

With copies to:

Whitney J. Smith

Sean M. Jones

K&L Gates LLP

599 Lexington Ave.

New York, NY 10022

(212) 536-3900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person)

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐ third party tender offer subject to Rule 14d-1.

☒
Issuer tender offer subject to Rule 13e-4.

☐ going-private transaction subject to Rule 13e-3.

☐ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 1 to Schedule TO (together with any exhibits and annexes attached hereto, this “Amendment No. 1”), is filed by Rocket Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and amends and supplements the Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission on April 27, 2026 (the “Schedule TO”). The Schedule TO relates to an offer by the Company (the “Exchange Offer”) to certain eligible employees (the “Eligible Employees”), subject to specified conditions, to exchange some or all of their eligible outstanding options (“Eligible Options”) to purchase shares of common stock, par value $0.01 per share (the “Common Stock”), for replacement options (the “New Options”) to purchase shares of the Company’s Common Stock (the “Option Exchange”), upon the terms and subject to the conditions set forth in the Offer to Exchange Eligible Options for New Options dated April 27, 2026 (the “Offer to Exchange”), attached as Exhibit (a)(1)(A) to the Schedule TO and incorporated herein by reference.

This Amendment No. 1 is being made to report the results of the Option Exchange. Except as otherwise set forth in this Amendment No. 1, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment No. 1. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO. You should read this Amendment No. 1 together with the Schedule TO and the Offer to Exchange.

Item 4. Terms of the Transaction.

Item 4(a) of the Schedule TO is hereby amended and supplemented to add the following information:

The Offer expired at 3:59 p.m., Eastern Time, on May 26, 2026. A total of 157 Eligible Employees participated in the Option Exchange. Pursuant to the terms and conditions of the Option Exchange, the Company accepted for exchange Eligible Options to purchase a total of 1,376,937 shares of the Company’s Common Stock, representing 94.6% of the total shares of the Company’s Common Stock underlying the Eligible Options. All tendered Eligible Options were cancelled effective as of March 26, 2026, and promptly thereafter, in exchange therefor, the Company granted New Options for a total of 686,137 shares of the Company’s Common Stock, pursuant to the terms of the Offer to Exchange and the Company’s 2014 Stock Option and Incentive Plan. The exercise price per share of the New Options is $3.00 per share, which was the closing price per share of the Company’s common stock on the Nasdaq Global Market on May 26, 2026. The vesting terms of the New Options are described in detail in the Offer to Exchange.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

				ROCKET PHARMACEUTICALS, INC.
Date: May 28, 2026				By:		/s/ Gaurav Shah, MD
						Chief Executive Officer