Rocket Lab Q3 2026 net loss widens to $79.7M
The proposed Iridium combination remains subject to FCC and foreign regulatory approvals, with closing expected in 2027.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
10-Q
Rocket Lab Corp. reported third-quarter revenue of $267.8 million for the three months ended September 30, 2026, compared with $155.1 million a year earlier; net loss was $79.7 million versus $18.3 million. For the first nine months, revenue was $702.2 million and net loss was $174.0 million. Operating activities used $127.3 million of cash, while cash and cash equivalents were $4.448 billion as of September 30. ATM Equity Offerings provided $3.912 billion in financing proceeds.
The proposed Iridium transaction would pay Iridium shareholders $27.00 in cash plus Rocket Lab shares, with the exchange ratio based on Rocket Lab’s defined 10-trading-day volume-weighted average share price. The ratio is 0.4000 at $67.50 or less, 0.2400 at $112.50 or more, and formula-based between those levels. Iridium shareholders approved the agreement, but FCC, foreign regulatory and other customary closing conditions remain; closing is expected in 2027. Rocket Lab terminated its $3.6 billion bridge-loan commitment before any borrowing and recorded a $27.3 million debt-extinguishment loss.
1 point · 0 major0 major · 1 point
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointThird-quarter revenue was $267.8 million, versus $155.1 million in 2025.
Negative
- Moderate pointThird-quarter net loss was $79.7 million, versus $18.3 million in 2025.
Filing Explained
Completed ATM sales added issued shares; separately, pledged forward shares remain tied to contracts open until April 2028.
At
The cover reports 632,020,915 shares outstanding as of
In September, Rocket Lab prepaid all collared forward transactions, received
Key Figures
Third-quarter revenue: $267.8 million
Third-quarter net loss: $79.7 million loss
Nine-month revenue: $702.2 million
+5 more
8 metrics
Third-quarter revenue
$267.8 million
Three months ended September 30, 2026; $155.1 million in 2025.
Third-quarter net loss
$79.7 million loss
Three months ended September 30, 2026; $18.3 million loss in 2025.
Nine-month revenue
$702.2 million
Nine months ended September 30, 2026; $422.1 million in 2025.
Nine-month net loss
$174.0 million loss
Nine months ended September 30, 2026; $145.3 million loss in 2025.
Cash and cash equivalents
$4.448 billion
As of September 30, 2026.
ATM Equity Offering proceeds
$3.912 billion
Nine months ended September 30, 2026.
Remaining backlog
$3.573 billion
As of September 30, 2026; approximately 33% expected to be recognized within 12 months.
Iridium cash consideration
$27.00 per share
Cash component for each outstanding Iridium share under the proposed transaction.
Key Terms
Exchange Ratio, collared forward transactions, contract liabilities, contingent consideration, +1 more
5 terms
Exchange Ratio financial
"The Exchange Ratio will be the following"
The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.
collared forward transactions financial
"The collared forward transactions remain outstanding until the April 2028 maturity dates"
A collared forward transaction is a hedging deal that locks in the future exchange of an asset or cash flow within a capped range by combining a forward contract with a purchased floor (minimum price) and a sold cap (maximum price). For investors, it matters because it reduces downside risk like a safety net while preserving some upside potential, making future revenues or costs more predictable without fully giving up gains—think of selling an item with a guaranteed minimum and a capped sale price.
contract liabilities financial
"customer advances and deposits (presented within contract liabilities)"
Contract liabilities are amounts a company has been paid in advance for goods or services it still owes to customers — think of them like gift cards or prepaid subscriptions the company must fulfill later. For investors, they show promised future work or deliveries that will turn into revenue over time, reveal cash already collected, and help assess whether a firm has a backlog of obligations that could affect future earnings and cash flow.
contingent consideration financial
"The Company recorded contingent consideration liabilities related to potential earnout payments"
Contingent consideration is an additional payment agreed when one company buys another that will be paid later only if specific future targets are met, such as revenue, profit, or regulatory milestones. It matters to investors because it shifts risk between buyer and seller and affects the acquiring company's future cash flow and reported value — like promising a bonus after results are proven.
Level 3 financial instrument financial
"classified as a Level 3 financial instrument"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue and net loss did RKLB report for Q3 2026?
Rocket Lab reported revenue of $267.8 million and a net loss of $79.7 million for the three months ended September 30, 2026, compared with $155.1 million in revenue and an $18.3 million net loss in 2025.
What are the terms of RKLB’s Iridium deal?
Each outstanding Iridium share is to receive $27.00 in cash plus Rocket Lab shares. The ratio is 0.4000 if the defined Rocket Lab Common Stock Price is $67.50 or less, 0.2400 if $112.50 or more, and $27.00 divided by that price, rounded to four decimals, between those thresholds. The price is a 10-consecutive-trading-day volume-weighted average ending on the second full trading day before the merger effective time. Closing is expected in 2027 and remains subject to regulatory and other conditions.
How much backlog did Rocket Lab report?
Rocket Lab reported remaining backlog of $3.573 billion as of September 30, 2026; approximately 33% is expected to be recognized within 12 months and 67% beyond 12 months.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________________________________________________
FORM 10-Q
_________________________________________________________
(Mark One)
For the quarterly period ended September 30, 2026
OR
For the transition period from___________to
Commission File Number: 001-39560
_________________________________________________________
(Exact Name of Registrant as Specified in its Charter)
_________________________________________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code: (714 ) 465-5737
_________________________________________________________
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| x | Accelerated filer | o | ||||||||||||
| Non-accelerated filer | o | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of November 4, 2026, the registrant had 632,020,915 shares of common stock, $0.0001 par value per share, outstanding. Excludes 7,451,200 shares that were issued and held at such date as pledged collateral in accounts registered in the registrant’s name under outstanding collared forward transactions.
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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 and its consolidated subsidiaries (the “Company” or "Rocket Lab") 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,” “estimate,” “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;
•risks and uncertainties associated with the Iridium Transaction (as defined below);
•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;
•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 could adversely impact our business, financial condition and results of operations;
•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;
•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;
•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 with, any contractual requirements, covenants and 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;
•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;
Table of Contents
•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;
•inability or failure to protect intellectual property;
•disruptions in the supply of key raw materials or components used to produce our products or increases in prices of raw materials, including restrictions on our ability to obtain rare earth minerals;
•the 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;
•global inflation and interest rates, and fluctuations in foreign exchange rates;
•impacts of the wars in Ukraine, Israel, Iran or other global conflicts;
•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;
•failure to maintain adequate operational and financial resources or raise additional capital or generate sufficient cash flows; 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 crisis 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, Reddit 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
September 30, 2026
Table of Contents
| Page | ||||||||
PART I. | FINANCIAL INFORMATION | 5 | ||||||
Item 1. | Condensed Consolidated Financial Statements (Unaudited) | 5 | ||||||
Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025 | 5 | |||||||
Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2026 and 2025 | 6 | |||||||
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2026 and 2025 | 7 | |||||||
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2026 and 2025 | 8 | |||||||
Notes to Condensed Consolidated Financial Statements | 9 | |||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 34 | ||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 47 | ||||||
Item 4. | Controls and Procedures | 47 | ||||||
PART II. | OTHER INFORMATION | 48 | ||||||
Item 1. | Legal Proceedings | 48 | ||||||
Item 1A. | Risk Factors | 48 | ||||||
Item 2. | Unregistered Sales of Equity Securities | 48 | ||||||
Item 3. | Defaults Upon Senior Securities | 49 | ||||||
Item 4. | Mine Safety Disclosures | 49 | ||||||
Item 5. | Other Information | 49 | ||||||
Item 6. | Exhibits | 50 | ||||||
Signatures | 51 | |||||||
4
Table of Contents
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
ROCKET LAB CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2026 AND DECEMBER 31, 2025
(unaudited; in thousands, except share and per share values)
| September 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Marketable securities, current | |||||||||||
| Accounts receivable, net | |||||||||||
| Contract assets | |||||||||||
| Inventories | |||||||||||
| Prepaids and other current assets | |||||||||||
| Total current assets | |||||||||||
| Non-current assets: | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Right-of-use assets - operating leases | |||||||||||
| Right-of-use assets - finance leases | |||||||||||
| Marketable securities, non-current | |||||||||||
| Restricted cash | |||||||||||
| Deferred income tax assets, net | |||||||||||
| Other non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Stockholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Trade payables | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Employee benefits payable | |||||||||||
| Contract liabilities | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Non-current liabilities: | |||||||||||
| Convertible senior notes, net | |||||||||||
| Long-term borrowings, net | |||||||||||
| Non-current operating lease liabilities | |||||||||||
| Non-current finance lease liabilities | |||||||||||
| Deferred income tax liabilities | |||||||||||
| Other non-current liabilities | |||||||||||
| Total liabilities | |||||||||||
| COMMITMENTS AND CONTINGENCIES (Note 15) | |||||||||||
| Stockholders’ equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
Treasury stock, at cost; shares: | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Table of Contents
ROCKET LAB CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
(unaudited; in thousands, except share and per share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Product revenues | $ | $ | $ | $ | |||||||||||||||||||
| Service revenues | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Cost of revenues: | |||||||||||||||||||||||
| Cost of product revenues | |||||||||||||||||||||||
| Cost of service revenues | |||||||||||||||||||||||
| Total cost of revenues | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development, net | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating loss | ( | ( | ( | ( | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Gain (loss) on foreign exchange | ( | ( | |||||||||||||||||||||
| Loss on extinguishment of debt | ( | ( | |||||||||||||||||||||
| Other income (expense), net | ( | ( | |||||||||||||||||||||
| Total other income (expense), net | ( | ( | |||||||||||||||||||||
| Loss before income taxes | ( | ( | ( | ( | |||||||||||||||||||
| (Provision) benefit for income taxes | ( | ( | |||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive loss, net of tax: | |||||||||||||||||||||||
| Foreign currency translation (loss) gain | ( | ( | ( | ||||||||||||||||||||
| Unrealized (loss) gain on available-for-sale marketable securities | ( | ( | |||||||||||||||||||||
| Comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net loss per share attributable to Rocket Lab Corporation: | |||||||||||||||||||||||
| Basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted-average common shares outstanding: | |||||||||||||||||||||||
| Basic and diluted | |||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
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ROCKET LAB CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
(unaudited; in thousands, except share and per share data)
| Preferred Stock | Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2025 | $ | $ | ( | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under equity plans | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under ATM Equity Offering, net of issuance costs | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon conversion of convertible senior notes | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| March 31, 2026 | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under equity plans | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under ATM Equity Offering, net of issuance costs | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock conversion | ( | ( | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for acquisition | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon conversion of convertible senior notes | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| June 30, 2026 | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under equity plans | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under ATM Equity Offerings, net of issuance costs | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon conversion of convertible senior notes | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| September 30, 2026 | $ | $ | ( | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2024 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under equity plans | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock under ATM Equity Offering, net of issuance costs | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock Exchange | — | ( | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| March 31, 2025 | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under equity plans | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under ATM Equity Offering, net of issuance costs | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock conversion | ( | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| June 30, 2025 | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under equity plans | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under ATM Equity Offerings, net of issuance costs | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for acquisition | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| September 30, 2025 | $ | $ | ( | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
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 NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
(unaudited; in thousands)
| For the Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Stock-based compensation expense | |||||||||||
| (Gain) loss on disposal of assets | ( | ||||||||||
| Loss on equity securities | |||||||||||
| Loss on extinguishment of debt | |||||||||||
| Lower of cost or market inventory valuation adjustments | |||||||||||
| Amortization of inventory step-up | |||||||||||
| Amortization of debt issuance costs and discount | |||||||||||
| Noncash lease expense | |||||||||||
| Change in the fair value of contingent consideration | ( | ||||||||||
| Accretion of marketable securities purchased at a discount | ( | ( | |||||||||
| Deferred income taxes | ( | ||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable, net | ( | ( | |||||||||
| Contract assets | ( | ||||||||||
| Inventories | ( | ( | |||||||||
| Prepaids and other current assets | ( | ( | |||||||||
| Other non-current assets | ( | ||||||||||
| Trade payables | ( | ||||||||||
| Accrued expenses | ( | ||||||||||
| Employee benefits payable | |||||||||||
| Contract liabilities | ( | ||||||||||
| Other current liabilities | ( | ||||||||||
| Non-current lease liabilities | ( | ( | |||||||||
| Other non-current liabilities | |||||||||||
| Net cash used in operating activities | ( | ( | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Purchases of property, equipment and software | ( | ( | |||||||||
| Proceeds on disposal of assets | |||||||||||
| Cash paid for business combinations, net of acquired cash | ( | ( | |||||||||
| Purchases of marketable securities | ( | ( | |||||||||
| Maturities of marketable securities | |||||||||||
| Sale of marketable securities | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
| Proceeds from ATM Equity Offerings | |||||||||||
| Issuance costs related to ATM Equity Offerings | ( | ( | |||||||||
| Proceeds from the exercise of stock options | |||||||||||
| Proceeds from Employee Stock Purchase Plan | |||||||||||
| Proceeds from sale of employees’ restricted stock units to cover taxes | |||||||||||
| Minimum tax withholding paid on behalf of employees for restricted stock units | ( | ( | |||||||||
| Proceeds from secured term loans | |||||||||||
| Repayments on secured term loan | ( | ||||||||||
| Payment of debt issuance and extinguishment costs | ( | ( | |||||||||
| Finance lease principal payments | ( | ( | |||||||||
| Net cash provided by financing activities | |||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ( | |||||||||
| Net increase in cash and cash equivalents and restricted cash | |||||||||||
| Cash and cash equivalents, and restricted cash, beginning of period | |||||||||||
| Cash and cash equivalents, and restricted cash, end of period | $ | $ | |||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||||||||||
| Cash paid for interest | $ | $ | |||||||||
| Cash paid for income taxes | |||||||||||
| SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES: | |||||||||||
| Unpaid purchases of property, equipment and software | |||||||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | |||||||||||
| Issuance of common stock for payment of accrued bonus | |||||||||||
| Issuance of common stock in connection with acquisition, at fair value | |||||||||||
| Accrued issuance costs in connection with ATM Equity Offerings | |||||||||||
| Convertible senior notes, net and accrued interest settled by issuance of common stock | |||||||||||
| Payable to sellers in connection with business combinations | |||||||||||
| Contingent consideration assumed at acquisition | |||||||||||
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 SEPTEMBER 30, 2026 AND DECEMBER 31, 2025 AND FOR THE
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
(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, Germany, Canada and Australia. We deliver reliable launch services, spacecraft design services, spacecraft components, spacecraft manufacturing and other spacecraft and on-orbit management solutions that make it faster, easier and more affordable to access space. We operate one of the only private orbital launch ranges in the world, located in Mahia, New Zealand, enabling a unique degree of operational flexibility and control of customer launch manifests and mission assurance. While our business has historically been centered on the manufacture of small-class launch vehicles and related sale of launch services, we are currently innovating in the areas of medium-class launch vehicle and launch services, space systems design and manufacturing, on-orbit management solutions, and space data applications.
Merger and Consummation of Holding Company Reorganization
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.
Iridium Merger Agreement
On June 28, 2026, the Company entered into an Agreement and Plan of Merger (the “Iridium Merger Agreement”) with Iridium Communications Inc. (“Iridium”), Ion Merger Sub I, Inc. (“Merger Sub I”) and Ion Merger Sub II, LLC (“Merger Sub II”). Pursuant to the Iridium Merger Agreement, and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub I will merge with and into Iridium (the “First Merger”) with Iridium continuing as the surviving corporation and an indirect wholly owned subsidiary of the Company, and immediately following the First Merger, the surviving corporation in the First Merger will merge with and into Merger Sub II, with Merger Sub II continuing as the surviving entity (the “Subsequent Merger” and together with the First Merger, the “Iridium Transaction”). The Iridium Transaction unites the Company’s leading launch and satellite manufacturing capabilities with Iridium's global network, spectrum, and experience to unlock critical space applications.
The Iridium Merger Agreement provides for, among other things, each outstanding share of Iridium to be converted into the right to receive (i) $27.00 in cash (the “Cash Consideration”) and (ii) a number of shares (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”) of the Company’s common stock, par value $0.0001 per share (“Rocket Lab Common Stock”), equal to the Exchange Ratio (as defined below), in each case without interest. The “Exchange Ratio” will be the following: (i) if the Rocket Lab Common Stock Price (as defined below) is equal to or less than $67.50 , then the Exchange Ratio will be 0.4000 ; (ii) if the Rocket Lab Common Stock Price is greater than $67.50 but less than $112.50 , then the Exchange Ratio will be the quotient obtained by dividing $27.00 by the Rocket Lab Common Stock Price, rounded to four decimal places; and (iii) if the Rocket Lab Common Stock Price is equal to or greater than $112.50 , then the Exchange Ratio will be 0.2400 . “Rocket Lab Common Stock Price” is defined as the volume weighted average price per share of Rocket Lab Common Stock on the Nasdaq Global Select Market for the period of the ten consecutive trading days ending on and including the second full trading day prior to the effective time of the First Merger.
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The closing of the Iridium Transaction is subject to customary conditions set forth in the Iridium Merger Agreement, including (i) the adoption of the Iridium Merger Agreement and the Iridium Transaction by the affirmative vote of the holders of a majority of the outstanding Iridium common stock; (ii) the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR”) and consent of the U.S. Federal Communications Commission to the transfer of control of certain telecommunication authorizations held by Iridium; (iii) receipt of clearances or approvals under other specified foreign investment and satellite and telecommunications laws; (iv) the absence of any order or law issued, enforced or enacted by a governmental authority in certain specified jurisdictions that prevents, makes illegal or enjoins the consummation of the Iridium Transaction; (v) there having not occurred a Company Material Adverse Effect or a Parent Material Adverse Effect, each as defined in the Iridium Merger Agreement; and (vi) the effectiveness of a registration statement on Form S-4 with respect to shares of Rocket Lab Common Stock to be issued in the Iridium Transaction and approval of such shares for listing on the Nasdaq Global Select Market.
Several closing conditions have been satisfied. On August 12, 2026, the HSR waiting period expired. On August 26, 2026, the Form S-4 registration statement was declared effective by the Securities and Exchange Commission (the “SEC”). On September 24, 2026, Iridium’s stockholders approved the Iridium Merger Agreement at a special meeting. The Iridium Transaction remains subject to the receipt of required regulatory approvals, including consent from the Federal Communications Commission, and certain foreign regulatory approvals, as well as other customary closing conditions. The Iridium Transaction is expected to close in 2027.
In connection with the Iridium Merger Agreement, Rocket Lab entered into a commitment letter, as well as related fee letters with Deutsche Bank Securities Inc., Wells Fargo Bank, National Association and Wells Fargo Securities, LLC and Deutsche Bank AG New York Branch, pursuant to which Deutsche Bank AG New York Branch and Wells Fargo Bank, National Association have committed to provide, subject to the terms and conditions thereof, a 364-day senior secured bridge term loan facility (“Bridge Loan”) in an aggregate principal amount of $3,600,000 .
The Bridge Loan commitment was formally terminated in full on September 15, 2026, prior to any borrowings being drawn. In connection with the termination, the Company recognized a loss on extinguishment of debt of $27,259
On September 15, 2026, Iridium and its lenders entered into an amendment to Iridium’s existing credit agreement, which provides that the Iridium Transaction will not constitute a “change of control” under the amended credit agreement and permits the approximately $1,775,000 of term loans outstanding to remain outstanding after closing of the Iridium Transaction. Upon closing of the Iridium Transaction, Rocket Lab USA, Inc., the Company’s primary operating subsidiary, will provide a downstream guarantee of the obligations under Iridium’s amended credit agreement. In connection with the amendment, the Company incurred transaction costs of $9,403
2.SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Basis of Presentation
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.
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Other Significant Accounting Policies
There have been no significant changes to the Company’s significant accounting policies during the nine months ended September 30, 2026. Refer to Note 2 - Significant Accounting Policies disclosed in the “Notes to Consolidated Financial Statements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 26, 2026.
Recent Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which modernizes the accounting for internal-use software. ASU 2025-06 removes all references to software development stages and requires capitalization of software costs when management has committed to the software project and it is probable the software will be completed and perform its intended use. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, with early adoption permitted and can be applied on either a prospective, modified, or retrospective basis. The Company is assessing the potential impact of adopting ASU 2025-06 on its financial statements.
In December 2025, the FASB issued ASU No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities (“ASU 2025-10”). ASU 2025-10 establishes guidance for the recognition, measurement, and presentation of government grants received by business entities. Under the new standard, a government grant is recognized only when it is probable that (i) the entity will satisfy the grant’s conditions and (ii) the grant will be received. If those conditions are met, the grant is classified either as a grant related to income or as a grant related to an asset, and the classification determines the appropriate accounting treatment. ASU No. 2025-10 retains the existing disclosure requirements in Topic 832, Government Assistance. The amendments are effective for annual reporting periods beginning after December 15, 2028, and for interim reporting periods within those annual reporting periods, with early adoption permitted. Entities may adopt the amendments using a modified-prospective, modified-retrospective, or full-retrospective approach for all government grants. We are currently evaluating the impact of the ASU on our disclosures and financial statements, including the approach and the timing of adoption.
3.REVENUES
The following table provides information about revenue by recognition model for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||||||||||||||
| Revenues by recognition model | Launch Services | Space Systems | Total | Launch Services | Space Systems | Total | ||||||||||||||||||||||||||||||||
| Point-in-time | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Over-time | ||||||||||||||||||||||||||||||||||||||
| Total revenue by recognition model | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
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| Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||||||||||||||
| Revenues by recognition model | Launch Services | Space Systems | Total | Launch Services | Space Systems | Total | ||||||||||||||||||||||||||||||||
| Point-in-time | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Over-time | ||||||||||||||||||||||||||||||||||||||
| Total revenue by recognition model | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
The timing of revenue recognition, billings, and cash collections results in billed accounts receivable, unbilled receivables (presented within contract assets) and customer advances and deposits (presented within contract liabilities) on the condensed consolidated balance sheets, where applicable. Amounts are generally billed as work progresses in accordance with agreed-upon milestones. These individual contract assets and liabilities are reported in a net position on a contract-by-contract basis on the condensed consolidated balance sheets at the end of each reporting period.
The following table presents the balances related to enforceable contracts as of September 30, 2026 and December 31, 2025:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Contract balances | |||||||||||
| Accounts receivable, net | $ | $ | |||||||||
| Contract assets | |||||||||||
| Contract liabilities | ( | ( | |||||||||
Changes in contract liabilities for the three months ended September 30, 2026 were as follows:
| Contract liabilities, at June 30, 2026 | $ | ||||
| Customer advances received or billed, net | |||||
| Recognition of earned revenue | ( | ||||
| Contract liabilities, at September 30, 2026 | $ | ||||
Changes in contract liabilities for the nine months ended September 30, 2026 were as follows:
| Contract liabilities, at December 31, 2025 | $ | ||||
| Contract liabilities assumed at acquisitions | |||||
| Customer advances received or billed, net | |||||
| Recognition of earned revenue | ( | ||||
| Contract liabilities, at September 30, 2026 | $ | ||||
The revenue recognized from the contract liabilities consisted of the Company satisfying performance obligations during the normal course of business.
The net amount of revenue recognized in the aggregate from changes in the transaction price or estimated costs to complete associated with performance obligations satisfied in prior periods during the nine months ended September 30, 2026, was a net upward adjustment to revenue of $7,279 . For the three months ended September 30, 2026, the impact was not material individually or in the aggregate. For the three and nine months ended September 30, 2025, the net amount was a net upward adjustment to revenue of $10,302 and a net downward adjustment of $4,712 , respectively.
Included in the upward adjustment for the nine months ended September 30, 2026, the Company recorded an upward adjustment to revenue of $7,267 related to an individual contract. This cumulative catch-up adjustment was recorded as a result of changes in the estimated costs to complete the contract. Included in the upward adjustment for the three months ended September 30, 2025, the Company recorded an upward adjustment to revenue of $13,269 related to an individual contract. This cumulative catch-up adjustment was recorded as a result of incorporating a reliable estimate of the costs to complete the contract due to unique mission security and launch risks. Included in the downward adjustment for the nine months ended September 30, 2025, the Company recorded a downward adjustment to revenue of $10,216 related to an individual contract. This cumulative catch-up adjustment resulted from changes in the estimated costs to complete the contract.
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In February 2022, the Company entered into a procurement agreement with MDA Corporation to design and manufacture 17 spacecraft buses (the “MDA Contract”). The Company has determined that the projected delivery dates for certain deliverables will be later than the dates originally set out under the MDA Contract. This delay is the result of a number of factors, including delays that have arisen in the Company’s supply chain. Under the terms of the MDA Contract, the customer is potentially entitled to claim liquidated damages as a result of this delivery delay. The Company is similarly entitled to claim liquidated damages against certain suppliers that have contributed to these delays. At this time, it is not possible to determine with certainty the net amount, if any, of actual liquidated damages that could ultimately be incurred.
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 $3,572,965 as of September 30, 2026, of which approximately 33 % is expected to be recognized within 12 months, with the remaining 67 % to be recognized beyond 12 months.
Concentration of Credit Risk and Significant Customers
As of September 30, 2026, the Company’s customers that accounted for 10% or more of the total accounts receivable, net, were as follows:
| September 30, 2026 | |||||
| Synspective, Inc. | % | ||||
| Muon Space, Inc. | % | ||||
For the nine months ended September 30, 2026, the Company’s customer that accounted for 10% or more of the total revenue was:
| Nine Months Ended September 30, 2026 | |||||
| Government customer | % | ||||
Customer Financing
In connection with the signing of four 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 date passes, after which interest will accrue at a fixed rate of 9.1 %, 9.5 %, 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.
In July 2025, the Company received a full payoff of $7,489 and terminated the subordinated loan and security agreement with one of the commercial customers.
4.BUSINESS COMBINATIONS
Motiv
On May 26, 2026, the Company closed the acquisition of Motiv Space Systems, Inc. (“Motiv”) pursuant to an Equity Purchase Agreement (together with the ancillary documents thereto, the “Motiv Purchase Agreement”) by and among the Company, Motiv and certain other equity holders of Motiv, which provided for, among other things, the Company’s purchase and acquisition of all of the issued and outstanding equity interests of Motiv. The Motiv acquisition addresses a critical gap in the Company’s vertical integration strategy by bringing in-house costly and supply-constrained satellite components like solar array drive assemblies (SADAs) and other precision mechanisms and adding Mars-proven robotics capability for advanced planetary and national security missions.
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Pursuant to the terms of the Motiv Purchase Agreement, all of the issued and outstanding equity interests of Motiv were purchased in exchange for aggregate consideration of $40,000 in cash, subject to adjustments at closing, plus up to $20,000 in potential additional post-closing earnout payments in common stock.
Acquisition Consideration
The following table presents the purchase consideration and the estimates of the preliminary fair value of the assets acquired and the liabilities assumed by the Company in the acquisition:
| May 26, 2026 | ||||||||
| Cash consideration | $ | |||||||
| Contingent consideration | ||||||||
| Purchase consideration | $ | |||||||
| Description | ||||||||
| Cash and cash equivalents | $ | |||||||
| Accounts receivable | ||||||||
| Contract assets | ||||||||
| Inventories | ||||||||
| Prepaids and other current assets | ||||||||
| Property, plant and equipment | ||||||||
| Intangible assets | ||||||||
| Right-of-use assets - operating leases | ||||||||
| Other non-current assets | ||||||||
| Trade payables | ( | |||||||
| Employee benefits payable | ( | |||||||
| Contract liabilities | ( | |||||||
| Other current liabilities | ( | |||||||
| Non-current operating lease liabilities | ( | |||||||
| Identifiable net assets acquired | ||||||||
| Goodwill | ||||||||
| Total purchase price | $ | |||||||
The following is a summary of preliminary identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets:
| Type | Estimated Life in Years | Fair Value | ||||||||||||
| Developed technology | $ | |||||||||||||
| Backlog | ||||||||||||||
| Total identifiable intangible assets acquired | $ | |||||||||||||
Goodwill of $28,975 was recorded for the Motiv acquisition, representing the excess of the purchase price over the fair value of the identifiable net assets. The goodwill has been allocated to the space systems operating segment, reflecting the strategic operations of this operating segment. Goodwill recognized primarily represents the future revenue and earnings potential and certain other assets which were acquired, but that do not meet the recognition criteria, such as assembled workforce. The goodwill is expected to be deductible for income tax purposes.
The Company’s condensed consolidated statements of operations for the three and nine months ended September 30, 2026 include revenues of $5,877 and $7,297 and operating income of $1,227 and $1,008 , respectively, related to the Motiv acquisition.
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Mynaric
On April 14, 2026, the Company completed the acquisition of 100 % of the issued and outstanding ordinary shares of Mynaric AG (“Mynaric”), a stock corporation incorporated under the laws of Germany, thereby obtaining control. The acquisition strengthens the Company’s position as a leading provider of launch services, spacecraft manufacturing, and satellite components by adding high-performing laser optical communications technology. The acquisition addresses a critical supply chain constraint for satellite constellation operators and establishes the Company’s first European footprint.
The Company paid an aggregate consideration value of $155,300 at the closing of the acquisition, consisting of a nominal cash payment and 2,277,002 shares of the Company’s common stock.
Acquisition Consideration
The following table presents the purchase consideration and the estimates of the preliminary fair value of the assets acquired and the liabilities assumed by the Company in the acquisition:
| April 14, 2026 | ||||||||
Fair value of common stock issued (1) | $ | |||||||
| Purchase consideration | $ | |||||||
| Description | ||||||||
| Cash and cash equivalents | $ | |||||||
| Accounts receivable | ||||||||
| Inventories | ||||||||
| Prepaids and other current assets | ||||||||
| Property, plant and equipment | ||||||||
| Intangible assets | ||||||||
| Right-of-use assets - operating leases | ||||||||
| Other non-current assets | ||||||||
| Trade payables | ( | |||||||
| Accrued expenses | ( | |||||||
| Employee benefits payable | ( | |||||||
| Contract liabilities | ( | |||||||
| Other current liabilities | ( | |||||||
| Non-current operating lease liabilities | ( | |||||||
| Deferred income tax liabilities | ( | |||||||
| Other non-current liabilities | ( | |||||||
| Identifiable net assets acquired | ||||||||
| Goodwill | ||||||||
| Total purchase price | $ | |||||||
_____________________________________
(1) The Company issued 2,277,002 shares of common stock, with the fair value determined based on the Company’s common stock closing price of $70.62 on April 13, 2026.
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The following is a summary of preliminary identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets:
| Type | Estimated Life in Years | Fair Value | ||||||||||||
| Developed technology | $ | |||||||||||||
| Customer relationships | ||||||||||||||
| Trademarks and tradenames | ||||||||||||||
| Backlog | ||||||||||||||
| Total identifiable intangible assets acquired | $ | |||||||||||||
Goodwill of $60,740 was recorded for the Mynaric acquisition, representing the excess of the purchase price over the fair value of the identifiable net assets. The goodwill has been allocated to the space systems operating segment, reflecting the strategic operations of this operating segment. Goodwill recognized primarily represents the future revenue and earnings potential and certain other assets which were acquired, but that do not meet the recognition criteria, such as assembled workforce. The goodwill is not expected to be deductible for income tax purposes.
The Company’s condensed consolidated statements of operations for the three and nine months ended September 30, 2026 include revenues of $26,042 and $39,237 and operating loss of $13,651 and $26,896 , respectively, related to the Mynaric acquisition.
GEOST
In August 2025, the Company closed the acquisition of GEOST LLC ( “GEOST”) pursuant to a Stock Purchase Agreement (the “GEOST Purchase Agreement”), by and among Rocket Lab USA, LightRidge Solutions Holdings LP (“LightRidge Solutions”), and LightRidge Interco Solutions Holdings, Inc. (“LightRidge Interco”), which provided for, among other things, the Company’s purchase and acquisition of all of the issued and outstanding shares of common stock of LightRidge Interco, the owner of GEOST.
Pursuant to the terms of the GEOST Purchase Agreement, all of the issued and outstanding shares of LightRidge Interco were purchased in exchange for aggregate consideration of $275,000 , consisting of approximately $125,000 in cash and 3,057,588 shares of common stock, subject in each case to customary adjustments at closing, including for cash, working capital, transaction expenses and indebtedness. Additionally, the GEOST Purchase Agreement provides for up to $50,000 in potential additional post-closing cash earnout payments to LightRidge Solutions tied to revenue targets of the GEOST business for 2026 and 2027.
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Acquisition Consideration
The following table presents the purchase consideration and the estimates of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition:
| August 12, 2025 | ||||||||
| Cash consideration | $ | |||||||
Fair value of common stock issued (1) | ||||||||
Contingent consideration (2) | ||||||||
| Purchase consideration | $ | |||||||
| Description | ||||||||
| Cash and cash equivalents | $ | |||||||
| Accounts receivable | ||||||||
| Contract assets | ||||||||
| Inventories | ||||||||
| Prepaids and other current assets | ||||||||
| Property, plant and equipment | ||||||||
| Intangible assets | ||||||||
| Right-of-use assets - operating leases | ||||||||
| Other non-current assets | ||||||||
| Trade payables | ( | |||||||
| Accrued expenses | ( | |||||||
| Employee benefits payable | ( | |||||||
| Contract liabilities | ( | |||||||
| Other current liabilities | ( | |||||||
| Non-current operating lease liabilities | ( | |||||||
| Deferred income tax liabilities | ( | |||||||
| Identifiable net assets acquired | ||||||||
| Goodwill | ||||||||
| Total purchase price | $ | |||||||
(1) The Company issued 3,057,588 shares of common stock, with the fair value determined based on the Company’s common stock closing price of $45.02 on August 11, 2025.
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The following is a summary of identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets:
| Type | Estimated Life in Years | Fair Value | ||||||||||||
| Developed technology | $ | |||||||||||||
| Backlog | ||||||||||||||
| Total identifiable intangible assets acquired | $ | |||||||||||||
Goodwill of $138,644 was recorded for the GEOST acquisition, representing the excess of the purchase price over the fair value of the identifiable net assets. The goodwill has been allocated to the space systems operating segment, reflecting the strategic operations of this operating segment. Goodwill recognized primarily represents the future revenue and earnings potential and certain other assets which were acquired, but that do not meet the recognition criteria, such as assembled workforce. The majority of goodwill is not expected to be deductible for income tax purposes.
Measurement Period
During the measurement period (a period not to exceed 12 months from acquisition date), the Company will continue to obtain information to assist in determining the fair value of net assets acquired, which could differ materially from those preliminary estimates. Specifically, the Company is evaluating outstanding matters, including but not limited to, intangible assets and tax-related items. Measurement period adjustments, if applicable, were applied in the reporting period in which the adjustment amounts were determined. Measurement period adjustments for the three and nine months ended September 30, 2026 did not have a material impact.
Unaudited Pro Forma Information
The unaudited consolidated financial information summarized in the following table gives effect to the GEOST, Mynaric and Motiv acquisitions assuming they occurred on January 1, 2025. These unaudited consolidated pro forma operating results do not assume any impact from revenue, cost or other operating synergies that are expected as a result of the acquisitions. These unaudited consolidated pro forma operating results are presented for illustrative purposes only and are not indicative of the operating results that would have been achieved had the acquisitions occurred on January 1, 2025, nor does the information project results for any future period.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
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5.CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES
Cash and cash equivalents and marketable securities consisted of the following as of September 30, 2026 and December 31, 2025:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Marketable securities, current | |||||||||||
| Marketable securities, non-current | |||||||||||
| Total cash and cash equivalents and marketable securities | $ | $ | |||||||||
As of September 30, 2026, cash equivalents and marketable securities consisted of the following:
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Cash Equivalents | Marketable Securities | ||||||||||||||||||||||||||||||
| Money market accounts | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Certificates of deposit | ( | ||||||||||||||||||||||||||||||||||
| Commercial paper | ( | ||||||||||||||||||||||||||||||||||
| Corporate debt securities | ( | ||||||||||||||||||||||||||||||||||
| Yankee bonds | |||||||||||||||||||||||||||||||||||
| U.S. Treasury securities | ( | ||||||||||||||||||||||||||||||||||
| Asset-backed securities | ( | ||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||
The following table presents the Company’s marketable securities with unrealized losses by investment category and the length of time the marketable securities have been in a continuous loss position as of September 30, 2026:
| In Loss Position for Less than 12 Months | |||||||||||||||||||||||||||||||||||
| Fair Value | Unrealized Losses | ||||||||||||||||||||||||||||||||||
| Certificates of deposit | $ | $ | ( | ||||||||||||||||||||||||||||||||
| Commercial paper | ( | ||||||||||||||||||||||||||||||||||
| Corporate debt securities | ( | ||||||||||||||||||||||||||||||||||
| U.S. Treasury securities | ( | ||||||||||||||||||||||||||||||||||
| Asset-backed securities | ( | ||||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | ||||||||||||||||||||||||||||||||
The Company has not observed a significant deterioration in credit quality of these securities, which are highly rated with moderate to low credit risk. Declines in value are largely attributable to current global economic conditions. The securities continue to make timely principal and interest payments, and the fair values are expected to recover as they approach maturity. The Company does not intend to sell the securities, and it is not more likely than not that the Company will be required to sell the securities, before the respective recoveries of their amortized cost bases, which may occur at maturity. As of September 30, 2026, the Company had not recognized an allowance for credit losses on any marketable securities in an unrealized loss position.
The following table summarizes the contractual maturities of the Company’s cash equivalents and marketable securities as of September 30, 2026:
| Amortized Cost | Fair Value | ||||||||||
| Due within one year | $ | $ | |||||||||
| Due within one to two years | |||||||||||
| Total | $ | $ | |||||||||
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6.FAIR VALUE OF FINANCIAL INSTRUMENTS
As of September 30, 2026 and December 31, 2025 the following financial assets and liabilities are measured at fair value on a recurring basis and are categorized using the fair value hierarchy as follows:
| September 30, 2026 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash equivalents: | |||||||||||||||||||||||
| Money market accounts | $ | $ | $ | $ | |||||||||||||||||||
| Marketable securities, current: | |||||||||||||||||||||||
| Certificates of deposit | |||||||||||||||||||||||
| Commercial paper | |||||||||||||||||||||||
| Corporate debt securities | |||||||||||||||||||||||
| Yankee bonds | |||||||||||||||||||||||
| U.S. Treasury securities | |||||||||||||||||||||||
| Asset-backed securities | |||||||||||||||||||||||
| Prepaids and other current assets | |||||||||||||||||||||||
| Equity securities | |||||||||||||||||||||||
| Marketable securities, non-current | |||||||||||||||||||||||
| Corporate debt securities | |||||||||||||||||||||||
| U.S. Treasury securities | |||||||||||||||||||||||
| Asset-backed securities | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Other non-current liabilities: | |||||||||||||||||||||||
| Contingent consideration | $ | $ | $ | $ | |||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
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| December 31, 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash equivalents: | |||||||||||||||||||||||
| Money market accounts | $ | $ | $ | $ | |||||||||||||||||||
| Certificates of deposit | |||||||||||||||||||||||
| Marketable securities, current: | |||||||||||||||||||||||
| Certificates of deposit | |||||||||||||||||||||||
| Commercial paper | |||||||||||||||||||||||
| Corporate debt securities | |||||||||||||||||||||||
| Yankee bonds | |||||||||||||||||||||||
| U.S. Treasury securities | |||||||||||||||||||||||
| Asset-backed securities | |||||||||||||||||||||||
| Marketable securities, non-current | |||||||||||||||||||||||
| Certificates of deposit | |||||||||||||||||||||||
| Corporate debt securities | |||||||||||||||||||||||
| U.S. Treasury securities | |||||||||||||||||||||||
| Asset-backed securities | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Other non-current liabilities: | |||||||||||||||||||||||
| Contingent consideration | $ | $ | $ | $ | |||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
The estimated fair value amounts shown above are not necessarily indicative of the amounts that the Company would realize upon disposition, nor do they indicate the Company’s intent or ability to dispose of the financial instrument.
There were no transfers between fair value measurement levels for the nine months ended September 30, 2026.
Contingent Consideration
The Company recorded contingent consideration liabilities related to potential earnout payments based on revenue targets pursuant to the GEOST Purchase Agreement and the Motiv Purchase Agreement. The estimated fair value of the contingent consideration is recorded using significant unobservable measures and other fair value inputs and is therefore classified as a Level 3 financial instrument.
The following table presents contingent consideration obligations measured on a recurring basis using Level 3 inputs as of September 30, 2026 and December 31, 2025:
| December 31, 2025 | $ | |||||||
| Addition | ||||||||
| Fair value adjustments | ( | |||||||
| September 30, 2026 | $ | |||||||
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7.INVENTORIES
Inventories as of September 30, 2026 and December 31, 2025 consisted of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work in process | |||||||||||
| Finished goods | |||||||||||
| Total inventories | $ | $ | |||||||||
8.PREPAIDS AND OTHER CURRENT ASSETS
Prepaids and other current assets as of September 30, 2026 and December 31, 2025 consisted of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Prepaid expenses and deposits | $ | $ | |||||||||
| Government grant receivables | |||||||||||
| Customer financing receivables | |||||||||||
| Other current assets | |||||||||||
| Total prepaids and other current assets | $ | $ | |||||||||
9.PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net, as of September 30, 2026 and December 31, 2025 consisted of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Buildings and improvements | $ | $ | |||||||||
| Machinery, equipment, vehicles and office furniture | |||||||||||
| Computer equipment, hardware and software | |||||||||||
| Launch site assets | |||||||||||
| Construction in process | |||||||||||
| Property, plant and equipment—gross | |||||||||||
| Less accumulated depreciation and amortization | ( | ( | |||||||||
| Property, plant and equipment—net | $ | $ | |||||||||
Depreciation expense recorded in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2026 and 2025 consisted of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| Depreciation expense | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Cost of revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Research and development, net | ||||||||||||||||||||||||||
| Selling, general and administrative | ||||||||||||||||||||||||||
| Total depreciation expense | $ | $ | $ | $ | ||||||||||||||||||||||
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10.GOODWILL AND INTANGIBLE ASSETS, NET
Goodwill
The carrying amount of goodwill was $301,420 and $205,750 as of September 30, 2026 and December 31, 2025, respectively. Substantially all goodwill is allocated to the Space Systems reportable segment. For all reporting units, there have been no events or changes in circumstances which indicate that it is more likely than not that the fair value of the reporting unit is below its carrying value.
The following table presents goodwill as of September 30, 2026 and December 31, 2025:
| December 31, 2025 | $ | |||||||
| Acquisitions | ||||||||
| Measurement period adjustments | ||||||||
| Foreign currency translation adjustments | ( | |||||||
| September 30, 2026 | $ | |||||||
Intangible Assets
The components of intangible assets consisted of the following as of September 30, 2026 and December 31, 2025:
| September 30, 2026 | |||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||
| Finite-Lived Intangible Assets | |||||||||||||||||
| Developed technology | $ | $ | ( | $ | |||||||||||||
| Capitalized software | ( | ||||||||||||||||
| Customer relationships | ( | ||||||||||||||||
| Trademarks and tradenames | ( | ||||||||||||||||
| Backlog | ( | ||||||||||||||||
| Other | ( | ||||||||||||||||
| Indefinite-Lived Intangible Assets | |||||||||||||||||
| In-process technology | — | ||||||||||||||||
| Total | $ | $ | ( | $ | |||||||||||||
| December 31, 2025 | |||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||
| Finite-Lived Intangible Assets | |||||||||||||||||
| Developed technology | $ | $ | ( | $ | |||||||||||||
| Capitalized software | ( | ||||||||||||||||
| Customer relationships | ( | ||||||||||||||||
| Trademarks and tradenames | ( | ||||||||||||||||
| Backlog | ( | ||||||||||||||||
| Other | ( | ||||||||||||||||
| Indefinite-Lived Intangible Assets | |||||||||||||||||
| In-process technology | — | ||||||||||||||||
| Total | $ | $ | ( | $ | |||||||||||||
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Amortization expense recorded in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2026 and 2025 consisted of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Cost of revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Research and development, net | ||||||||||||||||||||||||||
| Selling, general and administrative | ||||||||||||||||||||||||||
| Total amortization expense | $ | $ | $ | $ | ||||||||||||||||||||||
The following table outlines the estimated future amortization expense related to intangible assets held as of September 30, 2026:
| 2026 (for the remaining period) | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total | $ | ||||
11.LOAN AGREEMENTS
Indenture and Notes
In February 2024, Rocket Lab USA 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 Rocket Lab USA and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). In connection with the Reorganization, on May 23, 2025, the Company, Rocket Lab USA and the Trustee entered a first supplemental indenture to the Indenture in order to, among other things, provide for the full and unconditional guarantee by the Company of the obligations of Rocket Lab USA under the Notes and the Indenture.
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 to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries.
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The Notes accrue interest at a rate of 4.250 % per annum, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2024. The Notes mature on February 1, 2029, unless earlier converted, redeemed or repurchased. Before November 1, 2028, noteholders have the right to convert their Notes only during the following circumstances: (i) during any calendar quarter (and only during such calendar quarter) if the last reported sale price of the Company’s common stock exceeds 130 % of the conversion price for each of at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter, (ii) during the five consecutive business day period after any 10 consecutive trading day period, or the measurement period, in which the trading price per $1 principal amount of Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the applicable conversion rate on each such trading day, (iii) upon the occurrence of certain corporate events or distributions specified in the Indenture or (iv) if the Company calls such Notes for redemption. From and after November 1, 2028, noteholders may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election. The initial conversion rate is 195.1029 shares of common stock per $1 principal amount of Notes, which represents an initial conversion price of approximately $5.13 per share of common stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. As of September 30, 2026, holders of the Notes have the right to convert between October 1, 2026 and December 31, 2026 because the Company’s common stock price exceeded the applicable conversion price by 130 % for the specified period of time during the quarter ended September 30, 2026.
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. For the nine months ended September 30, 2026, the Company received conversion notices from holders for $154,344 aggregate principal amount of Notes. These conversions resulted in the issuance of 30,112,935 shares of common stock in accordance with the terms of the Indenture governing the Notes. As of September 30, 2026, 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 condensed consolidated balance sheet.
As of September 30, 2026, there was $1,310 outstanding under the Notes, before unamortized discount and debt issuance costs of $21 . As of September 30, 2026, the effective interest rate under the Notes was 5.0 %.
Capped Call Transactions
In connection with the pricing of the Notes, on February 1, 2024 and February 2, 2024, Rocket Lab USA 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.
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Trinity Master Equipment Financing Agreement
On December 29, 2023 (the “Effective Date”), the Company and certain of its subsidiaries (the “Subsidiaries”, together with the Company, the “Borrowers”) entered into a Master Equipment Financing Agreement (the “Trinity Loan Agreement”) with Trinity Capital, Inc., a Maryland corporation (the “Lender”) to provide financing for certain equipment and other property (the “Equipment”). The Trinity Loan Agreement provides that the Lender shall provide equipment financing in the aggregate of up to $120,000 (the “Conditional Commitment”), with advances (“Draws”) to be made as follows: (i) $70,000 on the Effective Date (the “Effective Date Draw”); and (ii) $40,000 to be drawn on the Effective Date (the “Blanket Lien Draw”), with each of the Effective Date Draw and Blanket Lien Draw payable over sixty (60 30,000 to be drawn in not more than three advances of at least $10,000 each at the Borrowers’ option no later than the date that is 18 months after the Effective Date; and (y) $20,000 to be drawn at Borrowers’ option between January 1, 2025 and June 30, 2025, subject to customary conditions.
The monthly payment factors under the Trinity Loan Agreement and Blanket Lien Draw had a term of 60 months and a rate factor of 0.022266 .
In March 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 .
In December 2025, the Company paid off all obligations under the Trinity Loan Agreement. As a result, the Trinity Loan Agreement was terminated.
12.STOCKHOLDERS’ EQUITY
Preferred Stock
The Company entered into an exchange agreement dated December 3, 2024 with The Equatorial Trust (the “Trust”), a family trust established by Sir Peter Beck (“Sir Peter”), the Company’s Founder, President, Chief Executive Officer and Chairman, to exchange (the “Preferred Stock Exchange”) 50,951,250 shares of the Company’s common stock into 50,951,250 shares of the Company’s Series A Convertible Participating Preferred Stock, $0.0001 par value per share (the “Preferred Stock”). On January 7, 2025, the Preferred Stock Exchange was consummated (the “Closing”) and the Company filed the Certificate of Designation for the Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, which became effective upon filing. At the Closing, the Company issued 50,951,250 shares of Preferred Stock to the Trust. On June 17, 2025, the Trust converted 5,000,000 one -for-one basis in accordance with the Certificate of Designation. On May 26, 2026, the Trust converted 5,000,000 one -for-one basis in accordance with the Certificate of Designation.
The common stock exchanged in the Preferred Stock Exchange were reacquired at no cost and held in treasury stock until they are reissued or retired. The fair value of the Preferred Stock issued was determined to be equal to the fair value of the common stock exchanged.
The Preferred Stock has the rights and restrictions set forth in a Certificate of Designation. Each share of Preferred Stock is convertible at any time at the option of the holder of the Preferred Stock (a “Holder”) into a number of shares of common stock at the then-applicable conversion rate (the “Conversion Rate”). In addition, each share of Preferred Stock automatically converts into a number of shares of common stock at the Conversion Rate upon the earliest to occur of (a) a transfer of such share (other than to a Permitted Transferee), (b) the first date on which Sir Peter no longer serves as (i) the Chief Executive Officer of the Company or (ii) such other executive officer position of the Company as approved by the Company’s board of directors (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.
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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.
At-The-Market Offerings
In March 2025, the Company entered into an ATM Equity Offering Sales Agreement (the “March 2025 Sales Agreement”) with BofA Securities, Inc., Cantor Fitzgerald & Co., Stifel, Nicolaus & Company, Incorporated and TD Securities (USA) LLC (collectively, the “March 2025 Sales Agents”), pursuant to which the Company offered and sold, from time to time, shares of its common stock having an aggregate offering price of up to $500,000 through the March 2025 Sales Agents, acting as its agents, or directly to the March 2025 Sales Agents, acting as principal (the “March 2025 ATM Equity Offering”).
In September 2025, the Company entered into an ATM Equity Offering Sales Agreement (the “September 2025 Sales Agreement”) with BofA Securities, Inc., Cantor Fitzgerald & Co., BTIG, LLC, KeyBanc Capital Markets Inc., Citizens JMP Securities, LLC, Needham & Company, LLC and Roth Capital Partners, LLC (collectively, the “September 2025 Sales Agents”), pursuant to which the Company offered and sold, from time to time, shares of its common stock having an aggregate offering price of up to $750,000 through the September 2025 Sales Agents, acting as its agents, or directly to the September 2025 Sales Agents, acting as principal (the “September 2025 ATM Equity Offering”). In connection with entering into the September 2025 Sales Agreement, the Company terminated the March 2025 ATM Equity Offering and the March 2025 Sales Agreement.
On March 17, 2026, the Company entered into an equity distribution agreement (the “March 2026 Equity Distribution Agreement”) with BofA Securities, Inc., BTIG, LLC, Cantor Fitzgerald & Co., Citizens JMP Securities, LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., Morgan Stanley & Co. LLC, Needham & Company, LLC, Roth Capital Partners, LLC and Stifel, Nicolaus & Company, Incorporated, as sales agents (collectively, the “March 2026 Sales Agents”), the March 2026 Forward Sellers (as defined below) and the March 2026 Forward Purchasers (as defined below). Under the March 2026 Equity Distribution Agreement, the Company offered and sold, from time to time, the shares of its common stock through or to the March 2026 Sales Agents, acting as the Company’s agents or principal, having an aggregate offering price of up to $1,000,000 or by the March 2026 Forward Sellers, acting as sales agents for the relevant March 2026 Forward Purchasers. In connection with entering into the March 2026 Equity Distribution Agreement, the Company terminated the September 2025 ATM Equity Offering and the September 2025 Sales Agreement.
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The March 2026 Equity Distribution Agreement provided that, in addition to the issuance and sale of shares of common stock through the March 2026 Sales Agents acting as sales agents or directly to the March 2026 Sales Agents acting as principals, the Company could also enter into forward sale agreements under separate forward sale confirmations between the Company and BofA Securities, Inc., Citizens JMP Securities, LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., Morgan Stanley & Co. LLC, Nomura Global Financial Products, Inc. and Stifel, Nicolaus & Company, Incorporated or one or more of their respective affiliates. These entities, when acting in such capacity, are defined as “March 2026 Forward Purchasers.” In connection with each forward sale agreement, the relevant March 2026 Forward Purchaser (or its affiliate or agent) will, at the Company’s request, attempt to borrow from third-party stock lenders and, through the relevant March 2026 Sales Agent, sell a number of shares of common stock equal to the number of shares that underlie the forward sale agreement to hedge such forward sale agreement. Each of the March 2026 Sales Agents, when acting as the agent for a March 2026 Forward Purchaser, is defined as “March 2026 Forward Seller,” except in the case of BTIG, LLC, for which references to the March 2026 Forward Seller refer instead to Nomura Securities International, Inc. (acting through BTIG, LLC).
On May 20, 2026, the Company entered into an equity distribution agreement (the “May 2026 Equity Distribution Agreement”) with BofA Securities, Inc., BTIG, LLC, Cantor Fitzgerald & Co., Citizens JMP Securities, LLC, Craig-Hallum Capital Group LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., Morgan Stanley & Co. LLC, Needham & Company, LLC, Nomura Securities International, Inc. (acting through BTIG, LLC as agent), Robert W. Baird & Co. Incorporated, Roth Capital Partners, LLC, Stifel, Nicolaus & Company, Incorporated, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as sales agents (collectively, the “May 2026 Sales Agents”). Under the May 2026 Equity Distribution Agreement, the Company offered and sold, from time to time, the shares of its common stock through or to the May 2026 Sales Agents, acting as the Company’s agents or principal, having an aggregate offering price of up to $3,000,000 . In connection with entering into the May 2026 Equity Distribution Agreement, the Company terminated the March 2026 Equity Distribution Agreement.
On August 13, 2026, the Company entered into an equity distribution agreement (the “August 2026 Equity Distribution Agreement”, and together with the March 2025 ATM Equity Offering, the September 2025 ATM Equity Offering, the March 2026 Equity Distribution Agreement and the May 2026 Equity Distribution Agreement, the “ATM Equity Offerings”) with Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC, as sales agents (collectively, the “
August 2026 Sales Agents”). Under the August 2026 Equity Distribution Agreement, the Company offered and sold, from time to time, shares of its common stock through or to the August 2026 Sales Agents, acting as the Company’s agents or principal, having an aggregate offering price of up to $1,944,370 . In connection with entering into the August 2026 Equity Distribution Agreement, the Company terminated the May 2026 Equity Distribution Agreement.
August 2026 Sales Agents”). Under the August 2026 Equity Distribution Agreement, the Company offered and sold, from time to time, shares of its common stock through or to the August 2026 Sales Agents, acting as the Company’s agents or principal, having an aggregate offering price of up to $
For the nine months ended September 30, 2026, the Company sold 6,726,862 shares of common stock, generating $474,009 in gross proceeds, before deducting $5,662 in underwriting discounts, commissions and other expenses under the terminated March 2026 Equity Distribution Agreement. For the nine months ended September 30, 2026, the Company sold 7,783,458 shares of common stock, generating $1,055,630 in gross proceeds, before deducting $11,223 in underwriting discounts, commissions and other expenses under the terminated May 2026 Equity Distribution Agreement. For the nine months ended September 30, 2026, the Company sold 29,312,308 shares of common stock, generating $1,944,367 in gross proceeds, before deducting $19,698 in underwriting discounts, commissions and other expenses under the terminated August 2026 Equity Distribution Agreement.
For the nine months ended September 30, 2025, the Company sold 15,142,133 shares of common stock, generating $396,647 in gross proceeds, before deducting $9,584 in underwriting discounts, commissions and other expenses under the terminated March 2025 ATM Equity Offering and sold 9,591,839 shares of common stock, generating $468,806 in gross proceeds, before deducting $10,740 in underwriting discounts, commissions and other expenses under the terminated September 2025 ATM Equity Offering.
Collared Forward Transactions
Pursuant to the March 2026 Equity Distribution Agreement, the Company entered into collared forward transactions and sold an aggregate of 7,451,200 shares of common stock for minimum expected proceeds of approximately $474,000 and maximum expected proceeds of approximately $642,000 .
In September 2026, the Company executed prepayment requests for all collared forward transactions. The Company issued 7,451,200 shares of common stock to the forward counterparties as pledged collateral held in accounts registered in the Company’s name and received proceeds of $437,853 , representing the present value of the minimum expected proceeds, discounted to reflect early payment. The pledged shares are treated as issued and outstanding for financial statement purposes under GAAP.
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13.STOCK-BASED COMPENSATION EXPENSE
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 authorizes the Company’s Compensation Committee to grant equity awards to officers, employees, directors, and other key personnel, as well as service providers. The available awards include incentive stock options, non‑qualified stock options, restricted stock awards, unrestricted stock awards, and restricted stock units, any of which may be performance‑based. 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 and has registered with the SEC 99,625,818 shares of common stock as equity awards to participants under the 2021 Plan as of September 30, 2026. There were 91,497,196 shares of common stock available for grant as of September 30, 2026.
Total stock-based compensation expense recorded in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2026 and 2025 consisted of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| Stock-based compensation expense | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Cost of revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Research and development, net | ||||||||||||||||||||||||||
| Selling, general and administrative | ||||||||||||||||||||||||||
| Total stock-based compensation expense | $ | $ | $ | $ | ||||||||||||||||||||||
Options
Options issued to all optionees under the 2013 Plan vested over four years from the date of issuance (or earlier vesting start date, as determined by the board of directors) as follows: 25 % on the first anniversary of the date of grant and the remainder vested monthly over the remaining vesting term. All outstanding options had vested as of June 2023.
Restricted Stock Units
For the nine months ended September 30, 2026 and 2025, the Company granted 1,805,225 and 1,609,492 restricted stock units, respectively, to certain key employees and directors pursuant to the 2021 Plan. The time-based service vesting condition is generally satisfied over periods of approximately four years
On March 30, 2026, following approval by the Compensation Committee of the Board of Directors of the Company, Rocket Lab Limited, a New Zealand limited company and wholly-owned subsidiary of the Company, entered into an amendment to the amended and restated employment agreement, dated December 3, 2024, with Sir Peter Beck, the Company’s Chairman and Chief Executive Officer.
In addition, on March 30, 2026, Mr. Beck and the Company entered into a restricted stock unit (“RSU”) cancellation agreement pursuant to which Mr. Beck voluntarily forfeited and cancelled all unvested RSUs held by Mr. Beck, representing an aggregate of 392,155 shares of the Company’s common stock. Mr. Beck’s focus is the long-term appreciation of shareholder value rather than short-term cash or equity incentives. At Mr. Beck’s request, the capital previously allocated for this compensation will be redirected toward Company priorities and strategic R&D initiatives, reinforcing a shared commitment to disciplined fiscal management and growth. For the nine months ended September 30, 2026, the cancellations resulted in a one-time stock-based compensation expense of $11,180 recorded in selling, general and administrative expenses. No portion of the cancelled RSUs will vest or become outstanding shares, and as a result, there will be no dilution to shareholders. The Company will not incur any additional stock-based compensation expense related to these cancelled RSUs in future periods.
As of September 30, 2026, the total unrecognized compensation expense related to unvested performance-based restricted stock units granted under the 2021 Plan was $187,869 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 number of shares of our stock at a discount of up to 15 % of the lesser of the fair market value at the beginning of the offering period or the end of each 6-month purchase period.
14.LEASES
The Company has operating and finance leases for properties, vehicles and equipment. The Company’s leases have remaining lease terms of less than one year to twenty-four years , some of which include options to extend the lease term, and some of which include options to terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options.
15.COMMITMENTS AND CONTINGENCIES
Litigation and Claims
The Company is, and from time to time may be, a party to claims and legal proceedings generally incidental to its business that are principally covered under contracts with its customers and insurance policies. In the opinion of management, there are no legal matters or claims likely to have a material adverse effect on the Company’s financial position, results of operations or cash flows.
Other Commitments
The Company has commitments under its lease obligations (see Note 14).
Contingencies
The Company records a contingent liability when it is both probable that a loss has been incurred, and the amount can be reasonably estimated. If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the 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.
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16.INCOME TAXES
The provision for income taxes and effective tax rate for the three and nine months ended September 30, 2026 and 2025 were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| (Provision) benefit for income taxes | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
| Effective tax rate | ( | % | % | ( | % | % | ||||||||||||||||||||
The provision for income taxes for the three and nine months ended September 30, 2026 and 2025 was computed using the estimated effective tax rates projected to be applicable for domestic and international taxable jurisdictions for the full year as adjusted for discrete items arising during each quarter.
The effective tax rate differs from the federal statutory rate due primarily to a full valuation allowance against our U.S. deferred tax assets, as well as the impact of discrete items that may occur in any given year but which are not consistent from year-to-year.
Due to its net operating loss carryforwards, the Company remains subject to examination for U.S. federal and state jurisdictions for all years beginning with the year ended March 31, 2017. The Company’s foreign subsidiaries are generally subject to examination within four years of the end of the tax year during which the tax return was filed.
17.NET LOSS PER SHARE
Common Stock
The holder of each share of common stock has the right to one vote for each share and is entitled to notice of any stockholders’ meeting and to vote upon certain events.
Preferred Stock
The holder of the Preferred Stock has similar rights and characteristics to common stock and for the purposes of the calculation of earnings per share, the Preferred Stock is treated as common stock.
Earnings Per Share Calculation
Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during each period.
Diluted net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common and dilutive common equivalent shares outstanding for the period using the treasury-stock method and the if-converted method, whichever is more dilutive. Potentially dilutive shares are comprised of restricted stock units, stock options and shares underlying our convertible senior notes. For the three and nine months ended September 30, 2026 and 2025, 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.
The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Numerator | |||||||||||||||||||||||
| Net loss attributable to common stockholders-basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Denominator | |||||||||||||||||||||||
| Weighted average common shares outstanding-basic and diluted | |||||||||||||||||||||||
| Net loss per share attributable to stockholders-basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
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The following equity shares were excluded from the calculation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive:
| September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Stock options and restricted stock units | |||||||||||
| Shares underlying our convertible senior notes | |||||||||||
18.SEGMENTS
The Company’s Chief Operating Decision Maker reviews financial information presented based on a management approach for the purposes of making operating decisions, assessing financial performance and allocating resources. The Company manages its business primarily based upon two The following table shows information by reportable segment for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Launch Services | Space Systems | Launch Services | Space Systems | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenues | |||||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | |||||||||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Launch Services | Space Systems | Launch Services | Space Systems | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenues | |||||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | |||||||||||||||||||
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The following table shows information by reportable segment by products and services for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Launch Services | Space Systems | Launch Services | Space Systems | ||||||||||||||||||||
| Products: | |||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenues | |||||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | |||||||||||||||||||
| Services: | |||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenues | |||||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | |||||||||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Launch Services | Space Systems | Launch Services | Space Systems | ||||||||||||||||||||
| Products: | |||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenues | |||||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | |||||||||||||||||||
| Services: | |||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenues | |||||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | |||||||||||||||||||
Management does not regularly review either reporting segment’s total assets or operating expenses. This is because in general, the Company’s long-lived assets, facilities, and equipment are shared by each reporting segment.
19.RELATED PARTY TRANSACTIONS
In January 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. In June 2025, the Trust converted 5,000,000 one -for-one basis in accordance with the Certificate of Designation. On May 26, 2026, the Trust converted 5,000,000 one -for-one basis in accordance with the Certificate of Designation. See Note 12 for additional information on the Preferred Stock Exchange.
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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, 2025 and 2024 and related notes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on February 26, 2026 (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 and Quarterly Report on Form 10-Q for the period ended June 30, 2026 as filed with the SEC on August 10, 2026. We assume no obligation to update any of these forward-looking statements. Actual results may differ materially from those contained in any forward-looking statements.
Overview
Rocket Lab is an end-to-end space company with an established track record of mission success. We deliver reliable launch services, spacecraft design services, spacecraft components, spacecraft manufacturing and other spacecraft and on-orbit management solutions that make it faster, easier and more affordable to access space.
While our business has historically been centered on the manufacture of small-class launch vehicles and the related sale of launch services, we are currently innovating in the areas of medium-class launch vehicle and launch services, space systems design and manufacturing, on-orbit management solutions 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 components and spacecraft program management services, space data applications, mission operations, optical systems, laser optical communications and space robotics.
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 250 spacecraft to orbit for government and commercial customers across 93 successful missions through September 30, 2026. In 2025, Electron was the second most frequently launched orbital rocket. 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 13,000 kg for reusable configuration launches to low Earth orbit and support lighter payloads for higher orbits. Neutron will be tailored for commercial and U.S. government constellation launches and ultimately configurable for and capable of human space flight, enabling us to provide crew and cargo resupply to space stations. Neutron will also provide a dedicated service to orbit for larger civil, defense and commercial payloads that need a high level of schedule control and high-flight cadence. We expect to be able to leverage Electron’s flight heritage across various vehicle subsystems designs, launch complexes and ground station infrastructure.
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Our space systems initiatives are supported by the design and manufacture of our spacecraft family along with a range of components, software and services for spacecraft, including reaction wheels, star trackers, radios, separation systems, solar solutions, command and control spacecraft software, high voltage space grade battery solutions, optical systems and additional products in development to serve a wide variety of sub-system functions. We entered this market in 2020 with our acquisition of leading spacecraft components manufacturer Sinclair Interplanetary, and have since expanded our market participation with the acquisitions of Planetary Systems Corporation, SolAero Technologies Corp., Advanced Solutions, Incorporated, GEOST LLC (“GEOST”), Mynaric AG (“Mynaric”) and Motiv Space Systems, LLC (“Motiv”). Each of these strategic acquisitions brought incremental vertically-integrated capabilities for our own spacecraft family and also enabled Rocket Lab to deliver high-volume manufacturing of critical spacecraft components and software solutions at scale prices to the broader spacecraft merchant market. Our spacecraft family, which are configurable for a range of low Earth orbit, medium Earth orbit, geosynchronous orbit and interplanetary missions enable us to offer an end-to-end mission solution encompassing launch, full spacecraft manufacturing, ground services, mission operations and optical systems to provide customers with streamlined access to orbit with Rocket Lab as a single mission partner.
Recent Developments
Neutron Update
We continue to make significant progress in the development of the Neutron launch vehicle. During the third quarter, we continued advancement of first-flight hardware, Archimedes engine testing, and development of key vehicle systems and production infrastructure.
In October 2026, during manufacturing of first-stage composite structures, we identified a manufacturing process issue that resulted in voids within portions of a composite propellant tank dome. Following investigation and testing, we implemented process refinements and obtained encouraging results from subsequent testing and manufacturing activities. As a result of the time required to investigate, resolve, and validate the manufacturing process, as well as manufacture a replacement forward dome, we now expect Neutron’s inaugural launch to occur in 2027.
We continue to balance the schedule of the first launch with entering Neutron into service as a system designed for full-scale production and high-cadence launch beyond flight one. Remaining first-stage activities include manufacture and inspection of a replacement forward dome, assembly of the first stage tank structure, and completion of hydrostatic and cryogenic test campaigns. We expect to provide a more specific launch timeline following completion of these activities.
Risk and uncertainty remain inherent in the complex development cycle of a new launch vehicle, including qualification, manufacturing, integration, and testing activities, which could further impact our estimates regarding the timing of first launch.
Pending Acquisition
On June 28, 2026, we entered into a definitive agreement to acquire Iridium Communications Inc. The transaction is subject to customary closing conditions, including regulatory approval, and, if approved, is currently expected to close in 2027. Additional information regarding the transaction is included in Note 1 – Description of the Business to the condensed consolidated financial statements.
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, Neutron’s development has experienced manufacturing and testing challenges, including a recently identified manufacturing process issue affecting the first-stage composite structures that resulted in a revision to our expected inaugural launch timeline. The commercial development of a new launch vehicle is inherently time consuming and involves numerous risks throughout the engineering and manufacturing development cycle, hardware and systems testing, and infrastructure readiness, any of which could create further delays in reaching the initial launch and future launches of the completed vehicle. In addition, even if we succeed in developing Neutron to a successful initial launch, we could be unsuccessful in developing the ability to produce these launch vehicles in quantities and with the necessary quality manufacturing system that ensures each vehicle and its engines perform as required or meet our expectations for future launch cadence. Any delay in the production of the Neutron launch vehicle or in our ability to produce these launch vehicles at our expected rate of production and with a reliable quality management system could have a material impact on customer acceptance as well as our future revenue, financial condition and results of operations. Additional delays or setbacks in Neutron development may require more research, development and capital expenditures than we currently anticipate, which could adversely affect our liquidity and capital resources in future periods.
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Ability to sell additional launch services, space systems services 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 93 times delivering over 250 spacecraft to orbit, including suborbital launches, through September 30, 2026. We have flight hardware and spacecraft with an extensive flight heritage, including legacy missions enabled by Sinclair Interplanetary (acquired April 2020), Advanced Solutions, Incorporated (acquired October 2021), Planetary Systems Corporation (acquired November 2021), SolAero Technologies Corp. (acquired January 2022), GEOST (acquired August 2025), Mynaric (acquired April 2026) and Motiv (acquired May 2026). 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 have 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 14 Electron launch vehicles in 2024 and approximately 24 Electron launch vehicles in 2025. We built approximately 17 Electron launch vehicles during the nine months ended September 30, 2026. We launched 16 Electron vehicles in 2024 and 21 Electron vehicles in 2025. We launched 18 Electron vehicles during the nine months ended September 30, 2026. Growth rates between launches and total launch service revenue are not perfectly correlated because our total revenue is affected by other variables, such as the revenue per launch, which can vary considerably based on factors such as unique orbit and insertion requirements, payload handling needs, launch location, time sensitivity of mission completion, method of revenue recognition and other factors.
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Revenue Growth
Three Months Ended September 30, 2026 and 2025
We generated $267.8 million and $155.1 million in revenue for the three months ended September 30, 2026 and 2025, respectively, representing a year-on-year increase in revenue of approximately 73%. This year-on-year increase resulted from space systems revenue growth of $100.6 million, primarily driven by satellite manufacturing and acquisitions, and an increase in launch revenue of $12.2 million. Launch revenue growth was due to a higher launch cadence with six point-in-time Electron launch missions completed for the three months ended September 30, 2026 versus four Electron launch missions completed for the three months ended September 30, 2025. Two of the four Electron launch missions completed for the three months ended September 30, 2025 were Hypersonic Accelerator Suborbital Test Electron (“HASTE”) launch missions, for which revenue was recognized over time, including a cumulative catch-up adjustment of $13.3 million recognized in that quarter. The 2026 increase was partially offset by decreased revenue recognized on over-time HASTE launch missions and other launch revenue of $5.5 million, which includes contract termination and study revenue.
Nine Months Ended September 30, 2026 and 2025
We generated $702.2 million and $422.1 million in revenue for the nine months ended September 30, 2026 and 2025, respectively, representing a year-on-year increase in revenue of approximately 66%. This year-on-year increase resulted from space systems revenue growth of $241.9 million, primarily driven by satellite manufacturing and acquisitions, and an increase in launch revenue of $38.2 million. Launch revenue growth was primarily due to a higher launch cadence with 18 Electron launch missions completed for the nine months ended September 30, 2026 versus 14 Electron launch missions completed for the nine months ended September 30, 2025 and a higher revenue per launch on point-in-time Electron launch missions, partially offset by revenue recognized on over-time HASTE launch missions.
Revenue and Cost Per Launch
Revenue per launch represents the average transaction price attributable to launch contract performance obligations during the period in which the launch occurs, regardless of whether the revenue is recognized using the point-in-time or over-time method of revenue recognition. This metric provides insight into general competitiveness and price sensitivity in the marketplace. Revenue per launch can vary considerably, based on factors such as unique orbit and insertion requirements, payload handling needs, launch location, time sensitivity of mission completion and other factors, and as such may not provide absolute clarity with regards to pricing and competitive dynamics in the marketplace. Cost per launch is calculated by taking actual costs of the launch vehicles that occur in the period, regardless of whether the costs were recognized using the point-in-time or over-time method and all period costs in the period of launch.
Three Months Ended September 30, 2026 and 2025
For the three months ended September 30, 2026 and 2025, revenue per launch was $7.8 million and $10.1 million, respectively. Meanwhile, cost per launch for the three months ended September 30, 2026 and 2025 was $5.0 million and $5.9 million, respectively. The decrease in revenue per launch reflects changes in customer mix and mission complexity during the period in which the launches occurred. The decrease in cost per launch was primarily driven by efficiencies of scale.
Nine Months Ended September 30, 2026 and 2025
For the nine months ended September 30, 2026 and 2025, revenue per launch was $8.7 million and $8.2 million, respectively. Meanwhile, cost per launch for the nine months ended September 30, 2026 and 2025 was $4.9 million and $5.5 million, respectively. The increase in revenue per launch reflects changes in customer mix and mission complexity during the period in which the launches occurred. The decrease in cost per launch was primarily driven by efficiencies of scale.
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 advance notice and payment of a specified termination fee. Backlog increased from $1,847.3 million as of December 31, 2025 to $3,573.0 million as of September 30, 2026, of which $1,724.7 million is related to space systems and $1,848.3 million is related to launch services. The increase was primarily a result of continued bookings and backlog added through acquisitions, partially offset by revenue recognized on contracts 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 expenses consist primarily of 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 and spacecraft features and capabilities, as well as expanding our portfolio of spacecraft components and subsystems. Research and development expenses will be variable relative to the number of products that are in development, validation or testing. However, we expect it to decline as a percentage of total revenue over time.
Selling, General and Administrative
Selling, general and administrative expenses consist primarily of personnel-related expenses for our sales, marketing, supply chain, finance, legal, human resources and administrative personnel, as well as the costs of customer service, information technology, risk management and related insurance, travel, allocated overhead, other marketing, communications, administrative and transaction expenses. We also expect to further invest in our corporate infrastructure and incur additional expenses associated with operating as a public company, including increased legal and accounting costs, investor relations and compliance costs. As a result, we expect that selling, general and administrative expenses will increase in absolute dollars in future periods but decline as a percentage of total revenue over time.
Interest Expense
Interest expense consists primarily of interest expense on our loan agreements, amortization of debt issuance costs and finance lease interest.
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Interest Income
Interest income consists primarily of interest income on our cash and cash equivalents, marketable securities and customer financing.
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 U.S. Dollar.
Loss on Extinguishment of Debt
Loss on extinguishment of debt relates to the termination of the Bridge Loan commitment related to the Iridium Transaction.
Other Income (Expense), Net
Other income (expense) consists primarily of changes in the fair value of contingent consideration, loss on extinguishment of debt, gain or loss on disposal of assets and accretion of marketable securities purchased at a discount.
Results of Operations
Comparison of the Three Months Ended September 30, 2026 and 2025
The following table sets forth our consolidated statements of operations and comprehensive loss information and data as a percentage of revenue for the three months ended September 30, 2026 and 2025 (in thousands, except percentages):
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| $ | % | $ | % | ||||||||||||||||||||
| Revenues | $ | 267,834 | 100.0 | % | $ | 155,080 | 100.0 | % | |||||||||||||||
| Cost of revenues | 177,763 | 66.4 | % | 97,766 | 63.0 | % | |||||||||||||||||
| Gross profit | 90,071 | 33.6 | % | 57,314 | 37.0 | % | |||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development, net | 98,388 | 36.7 | % | 70,694 | 45.6 | % | |||||||||||||||||
| Selling, general and administrative | 70,872 | 26.5 | % | 45,589 | 29.4 | % | |||||||||||||||||
| Total operating expenses | 169,260 | 63.2 | % | 116,283 | 75.0 | % | |||||||||||||||||
| Operating loss | (79,189) | (29.6) | % | (58,969) | (38.0) | % | |||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest expense | (323) | (0.1) | % | (7,285) | (4.7) | % | |||||||||||||||||
| Interest income | 28,627 | 10.7 | % | 6,695 | 4.3 | % | |||||||||||||||||
| Gain on foreign exchange | 473 | 0.2 | % | 388 | 0.3 | % | |||||||||||||||||
| Loss on extinguishment of debt | (27,259) | (10.2) | % | — | — | % | |||||||||||||||||
| Other income (expense), net | 1,497 | 0.6 | % | (177) | (0.1) | % | |||||||||||||||||
| Total other income (expense), net | 3,015 | 1.2 | % | (379) | (0.2) | % | |||||||||||||||||
| Loss before income taxes | (76,174) | (28.4) | % | (59,348) | (38.2) | % | |||||||||||||||||
| (Provision) benefit for income taxes | (3,503) | (1.3) | % | 41,091 | 26.5 | % | |||||||||||||||||
| Net loss | $ | (79,677) | (29.7) | % | $ | (18,257) | (11.7) | % | |||||||||||||||
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Revenues
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||
| Revenues | $ | 267,834 | $ | 155,080 | $ | 112,754 | 73 | % | ||||||||||||||||||
Revenue increased by $112.8 million, or 73%, for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025. Space systems revenue was $214.8 million for the three months ended September 30, 2026, an increase of $100.6 million, or 88%, primarily due to spacecraft manufacturing growth and acquisitions. Launch services revenue was $53.1 million for the three months ended September 30, 2026, an increase of $12.2 million, or 30%, primarily due to a higher launch cadence with six Electron launch missions completed in the three months ended September 30, 2026, versus four launch missions completed in the three months ended September 30, 2025. The increase was partially offset by decreased other launch revenue of $5.5 million, which includes contract termination and study revenue.
Cost of Revenues
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||
| Cost of revenues | $ | 177,763 | $ | 97,766 | $ | 79,997 | 82 | % | ||||||||||||||||||
Cost of revenues increased by $80.0 million, or 82%, for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025. Space systems cost of revenue was $143.4 million for the three months ended September 30, 2026, an increase of $62.8 million, or 78%, primarily due to acquisitions and spacecraft manufacturing growth. Launch services cost of revenues was $34.3 million for the three months ended September 30, 2026, an increase of $17.2 million, or 100%, primarily due to an increase in point-in-time launches.
Research and Development, Net
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||
| Research and development, net | $ | 98,388 | $ | 70,694 | $ | 27,694 | 39 | % | ||||||||||||||||||
Research and development expenses increased by $27.7 million, or 39%, for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025, primarily due to Neutron development progress, incremental research and development spend at recently acquired businesses, increased staff and staff-related expenses as a result of hiring and prototype spend focused on expanding our spacecraft and spacecraft components product portfolio.
Selling, General and Administrative
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||
| Selling, general and administrative | $ | 70,872 | $ | 45,589 | $ | 25,283 | 55 | % | ||||||||||||||||||
Selling, general and administrative expenses increased by $25.3 million, or 55%, for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025, primarily due to incremental selling, general and administrative spend at recently acquired businesses, increased staff and staff-related expenses to support revenue growth and increased transaction expenses related to managing an active acquisition pipeline.
Interest Expense
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||
| Interest expense | $ | (323) | $ | (7,285) | $ | 6,962 | (96) | % | ||||||||||||||||||
Interest expense decreased by $7.0 million, or 96%, for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025, primarily due to conversions of the Convertible Senior Notes and the extinguishment of the Trinity Loan Agreement.
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Interest Income
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||
| Interest income | $ | 28,627 | $ | 6,695 | $ | 21,932 | 328 | % | ||||||||||||||||||
Interest income increased by $21.9 million, or 328%, for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025, primarily due to higher cash and cash equivalents balances held in interest bearing accounts.
Gain on Foreign Exchange
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||
| Gain on foreign exchange | $ | 473 | $ | 388 | $ | 85 | 22 | % | ||||||||||||||||||
Gain on foreign exchange increased by $0.1 million, or 22%, for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025, primarily due to fluctuations in the foreign exchange rates of the New Zealand Dollar, Euro and Canadian Dollar as compared to the U.S. Dollar.
Loss on Extinguishment of Debt
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||
| Loss on extinguishment of debt | $ | (27,259) | — | $ | (27,259) | N/M | ||||||||||||||||||||
Loss on extinguishment of debt increased by $27.3 million for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025, as a result of the termination of the Bridge Loan commitment related to the Iridium Transaction, which resulted in the write-off of debt issuance costs and termination fees.
Other Income (Expense), Net
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||
| Other income (expense), net | $ | 1,497 | $ | (177) | $ | 1,674 | (946 | %) | ||||||||||||||||||
Other income increased by $1.7 million, or 946%, for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025, primarily due to income from a change in the fair value of contingent consideration for the three months ended September 30, 2026, partially offset by a loss on equity securities for the three months ended September 30, 2026.
(Provision) Benefit for Income Taxes
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||
| (Provision) benefit for income taxes | $ | (3,503) | $ | 41,091 | $ | (44,594) | (109) | % | ||||||||||||||||||
Provision for income taxes increased by $44.6 million for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025. The effective tax rate was (4.6)% for the three months ended September 30, 2026, compared to 69.2% for the three months ended September 30, 2025. The change was primarily driven by the release of the valuation allowance related to the deferred tax liability from the GEOST acquisition in the three months ended September 30, 2025. The effective tax rate differs from the federal statutory rate due primarily to a full valuation allowance against our U.S. 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.
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Comparison of the Nine Months Ended September 30, 2026 and 2025
The following table sets forth our consolidated statements of operations and comprehensive loss information and data as a percentage of revenue for the nine months ended September 30, 2026 and 2025 (in thousands, except percentages):
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| $ | % | $ | % | ||||||||||||||||||||
| Revenues | $ | 702,248 | 100.0 | % | $ | 422,147 | 100.0 | % | |||||||||||||||
| Cost of revenues | 451,108 | 64.2 | % | 283,198 | 67.1 | % | |||||||||||||||||
| Gross profit | 251,140 | 35.8 | % | 138,949 | 32.9 | % | |||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development, net | 261,330 | 37.2 | % | 191,937 | 45.5 | % | |||||||||||||||||
| Selling, general and administrative | 182,482 | 26.0 | % | 124,808 | 29.6 | % | |||||||||||||||||
| Total operating expenses | 443,812 | 63.2 | % | 316,745 | 75.1 | % | |||||||||||||||||
| Operating loss | (192,672) | (27.4) | % | (177,796) | (42.2) | % | |||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest expense | (2,178) | (0.3) | % | (21,470) | (5.1) | % | |||||||||||||||||
| Interest income | 55,262 | 7.9 | % | 15,923 | 3.8 | % | |||||||||||||||||
| Loss on foreign exchange | (1,325) | (0.2) | % | (235) | (0.1) | % | |||||||||||||||||
| Loss on extinguishment of debt | (27,259) | (3.9) | % | — | — | % | |||||||||||||||||
| Other income (expense), net | 1,253 | 0.2 | % | (675) | (0.2) | % | |||||||||||||||||
| Total other income (expense), net | 25,753 | 3.7 | % | (6,457) | (1.6) | % | |||||||||||||||||
| Loss before income taxes | (166,919) | (23.7) | % | (184,253) | (43.8) | % | |||||||||||||||||
| (Provision) benefit for income taxes | (7,038) | (1.0) | % | 38,966 | 9.2 | % | |||||||||||||||||
| Net loss | $ | (173,957) | (24.7) | % | $ | (145,287) | (34.6) | % | |||||||||||||||
Revenues
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||
| Revenues | $ | 702,248 | $ | 422,147 | $ | 280,101 | 66 | % | ||||||||||||||||||
Revenue increased by $280.1 million, or 66%, for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025. Space systems revenue was $540.9 million for the nine months ended September 30, 2026, an increase of $241.9 million, or 81%, primarily due to spacecraft manufacturing growth and acquisitions. Launch services revenue was $161.3 million for the nine months ended September 30, 2026, an increase of $38.2 million, or 31%, primarily due to a higher launch cadence with 18 Electron launch missions completed for the nine months ended September 30, 2026, versus 14 launch missions completed in the nine months ended September 30, 2025, and higher revenue per launch, partially offset by revenue recognized on over-time HASTE launch missions.
Cost of Revenues
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||
| Cost of revenues | $ | 451,108 | $ | 283,198 | $ | 167,910 | 59 | % | ||||||||||||||||||
Cost of revenues increased by $167.9 million, or 59%, for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025. Space systems cost of revenue was $355.9 million for the nine months ended September 30, 2026, an increase of $150.6 million, or 73%, primarily due to acquisitions and spacecraft manufacturing growth. Launch services cost of revenues was $95.2 million for the nine months ended September 30, 2026, an increase of $17.3 million, or 22%, primarily due to a higher launch cadence.
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Research and Development, Net
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||
| Research and development, net | $ | 261,330 | $ | 191,937 | $ | 69,393 | 36 | % | ||||||||||||||||||
Research and development expenses increased by $69.4 million, or 36%, for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025, primarily due to Neutron development progress, incremental research and development spend at recently acquired businesses, increased staff and staff-related expenses as a result of hiring and prototype spend focused on expanding our spacecraft and spacecraft components product portfolio.
Selling, General and Administrative
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||
| Selling, general and administrative | $ | 182,482 | $ | 124,808 | $ | 57,674 | 46 | % | ||||||||||||||||||
Selling, general and administrative expenses increased by $57.7 million, or 46%, for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025, primarily due to incremental selling, general and administrative spend at recently acquired businesses, cancellations of RSUs resulting in a one-time stock-based compensation expense of $11.2 million, increased staff and staff-related expenses to support revenue growth and increased transaction expenses related to managing an active acquisition pipeline.
Interest Expense
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||
| Interest expense | $ | (2,178) | $ | (21,470) | $ | 19,292 | (90) | % | ||||||||||||||||||
Interest expense decreased by $19.3 million, or 90%, for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025, primarily due to conversions of the Convertible Senior Notes and the extinguishment of the Trinity Loan Agreement.
Interest Income
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||
| Interest income | $ | 55,262 | $ | 15,923 | $ | 39,339 | 247 | % | ||||||||||||||||||
Interest income increased by $39.3 million, or 247%, for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025, primarily due to higher cash and cash equivalents balances held in interest bearing accounts.
Loss on Foreign Exchange
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||
| Loss on foreign exchange | $ | (1,325) | $ | (235) | $ | (1,090) | 464 | % | ||||||||||||||||||
Loss on foreign exchange increased by $1.1 million, or 464%, for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025, primarily due to fluctuations in the foreign exchange rates of the New Zealand Dollar, Euro and Canadian Dollar as compared to the U.S. Dollar.
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Loss on Extinguishment of Debt
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||
| Loss on extinguishment of debt | $ | (27,259) | — | $ | (27,259) | N/M | ||||||||||||||||||||
Loss on extinguishment of debt increased by $27.3 million for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025, as a result of the termination of the Bridge Loan commitment related to the Iridium Transaction, which resulted in the write-off of debt issuance costs and termination fees.
Other Income (Expense), Net
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||
| Other income (expense), net | $ | 1,253 | $ | (675) | $ | 1,928 | (286 | %) | ||||||||||||||||||
Other income increased by $1.9 million, or 286%, for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025, primarily due to a decrease in loss on disposal of assets for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 and income from a change in the fair value of contingent consideration for the nine months ended September 30, 2026, partially offset by a loss on equity securities for the nine months ended September 30, 2026 and a decrease in accretion of marketable securities purchased at a discount for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.
(Provision) Benefit for Income Taxes
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands, except percentages) | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||
| (Provision) benefit for income taxes | $ | (7,038) | $ | 38,966 | $ | (46,004) | (118) | % | ||||||||||||||||||
Provision for income taxes increased by $46.0 million for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025. The effective tax rate was (4.2)% for the nine months ended September 30, 2026, compared to 21.1% for the nine months ended September 30, 2025. The change was primarily driven by the release of the valuation allowance related to the deferred tax liability from the GEOST acquisition in the nine months ended September 30, 2025. The effective tax rate differs from the federal statutory rate due primarily to a full valuation allowance against our U.S. 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.
Liquidity and Capital Resources
Since inception, we have funded our operations with proceeds from sales of our capital stock, convertible senior notes, term note debt, equipment financing, research and development grant proceeds, and cash flows from the sale of our products and services. As of September 30, 2026, we had $4.4 billion of cash and cash equivalents and $256.2 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 Offerings and payments received from customers.
We believe that our existing cash and cash equivalents and marketable securities 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.
On June 28, 2026, we entered into a definitive agreement to acquire all outstanding shares of Iridium for $54 per share in a cash and stock transaction. This represents an enterprise value of approximately $8.0 billion. The Iridium Transaction is expected to require over $3.0 billion in cash related to share consideration payments, repayment of certain outstanding Iridium acquisition indebtedness and payment of transaction fees and expenses.
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On September 15, 2026, Iridium and Iridium’s lenders entered into an amendment to Iridium’s existing credit agreement, which provides that the Iridium Transaction will not constitute a “change of control” under the amended credit agreement and permits the approximately $1.8 billion of term loans outstanding, which mature in September 2030, to remain outstanding after closing of the Iridium Transaction, eliminating the need to repay or refinance this indebtedness. Upon closing of the Iridium Transaction, Rocket Lab USA, Inc., our primary operating subsidiary, will provide a downstream guarantee of the obligations under Iridium’s amended credit agreement. In connection with the amendment, we incurred transaction costs of $9.4 million, which are included in selling, general and administrative expenses for the three and nine months ended September 30, 2026. The transaction is expected to close in 2027, subject to customary closing conditions, including regulatory approval.
Material Cash Requirements
As of September 30, 2026, our total minimum lease payments were $176.2 million, of which $23.9 million is due in the following twelve months. For details regarding our indebtedness and lease obligations as of September 30, 2026, refer to Note 11 and Note 14, respectively, to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Our capital expenditures for the nine months ended September 30, 2026 were $84.2 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, including the acquisition of Iridium, 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, integrate acquisitions and seek new growth opportunities, including additional acquisitions and investments;
•obtain, maintain and improve our operational, financial and management performance;
•hire additional personnel;
•obtain, maintain, expand and protect our and our customers’ intellectual property.
Indebtedness
As of September 30, 2026, there was $1.3 million outstanding under our 4.250% Convertible Senior Notes due 2029 (the “Convertible Notes”). For details regarding our outstanding loan agreements, refer to Note 11 of our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
In connection with the pricing of the Convertible Notes, on February 1, 2024 and February 2, 2024, we entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain financial institutions. These transactions are designed to offset potential dilution from the Convertible Notes and provide a non-dilutive source of liquidity under certain conditions. The Capped Call Transactions have a strike price of $5.1255 per share with a cap price of $8.04 per share, covering approximately 69.3 million shares of common stock.
The Capped Call Transactions are scheduled to expire in tranches over a series of dates, beginning on December 1, 2028, and ending on January 30, 2029. If our stock price equals or exceeds the strike price on any given expiration date, we would be entitled to receive payments for the corresponding tranche without issuing additional shares, up to a maximum aggregate payment of approximately $201.9 million across all tranches on the settlement date. However, if the stock price is below the cap price (but is above the strike price) on any expiration date, the payment received for that tranche would be reduced, and the Company may receive less than the maximum potential payment.
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If the Capped Call Transactions are unwound prior to the maturity dates, the settlement terms would depend on the prevailing market conditions, including our stock price at the time of the unwind, the time remaining until maturity on the date of the unwind, and the expiration schedule of the tranches.
Cash Flows
The following table summarizes our cash flows for the periods presented:
| Nine Months Ended September 30, | |||||||||||
| (in thousands) | 2026 | 2025 | |||||||||
| Net cash provided by (used in): | |||||||||||
| Operating activities | $ | (127,254) | $ | (100,990) | |||||||
| Investing activities | (113,893) | (243,250) | |||||||||
| Financing activities | 3,863,886 | 881,734 | |||||||||
| Effect of exchange rate changes | (205) | (86) | |||||||||
| Net increase in cash, cash equivalents, and restricted cash | $ | 3,622,534 | $ | 537,408 | |||||||
Cash Flows from Operating Activities
For the nine months ended September 30, 2026, net cash used in operating activities of $127.3 million consisted of $174.0 million in net loss, $166.5 million in non-cash activities and $119.8 million in cash used in operating assets and liabilities. Included in the non-cash activities are $66.0 million in stock-based compensation expense, $57.7 million in depreciation and amortization, $27.3 million loss on extinguishment of debt related to the termination of the Bridge Loan commitment, $9.9 million of noncash lease expense and $7.5 million lower of cost or market inventory valuation adjustments. Included in the cash used in operating assets and liabilities are $83.7 million in inventories, $68.5 million in accounts receivable, $60.8 million in contract assets, $48.6 million in other non-current assets, $20.5 million in prepaids and other current assets and $10.8 million in non-current lease liabilities, partially offset by cash provided by operating assets and liabilities of $144.5 million in contract liabilities and $11.9 million in employee benefits payable.
Cash Flows from Investing Activities
For the nine months ended September 30, 2026, net cash used in investing activities of $113.9 million consisted of $84.2 million of capital equipment and infrastructure investments and $44.3 million of cash paid for business combinations, partially offset by net maturities of marketable securities of $13.8 million.
Cash Flows from Financing Activities
For the nine months ended September 30, 2026, net cash provided by financing activities of $3,863.9 million consisted of $3,875.2 million of net proceeds from the issuance of common stock under the ATM Equity Offerings and $13.6 million of proceeds from Employee Stock Purchase Plan, partially offset by $27.3 million of debt issuance and extinguishment costs related to the terminated Bridge Loan commitment.
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
During the periods presented, we did not have, 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.
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As of September 30, 2026, there was $1.3 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 condensed 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 condensed consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in foreign currency exchange rates and interest rates and inflation. In addition, we are subject to broader market risk that is created by the global market disruptions and uncertainties resulting from macroeconomic challenges, geopolitical events, tariffs, trade and other international disputes.
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 and comprehensive loss within gain (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 or position.
Interest Rate Risk
As of September 30, 2026, we had cash and cash equivalents of $4.4 billion, comprised primarily of operating accounts and money market instruments and $256.2 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 Securities Exchange Act of 1934, as amended (“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 officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
As required by paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act, our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon such evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of September 30, 2026.
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Changes in Internal Control over Financial Reporting
During the period covered by this Quarterly Report on Form 10-Q, there were no changes in 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 have materially affected, or are reasonably likely to materially affect, the Company’s ICFR.
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
Other than as set forth below, 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, as filed with the SEC on February 26, 2026 and Part II, Item 1A of our Quarterly Report on Form 10-Q, as filed with the SEC on August 10, 2026.
Our future revenue and operating results are dependent on our ability to generate a sustainable order rate for our products and services and develop new technologies to meet the needs of our customers or potential new customers.
Our financial performance is dependent on our ability to generate a sustainable order rate for our products and services as well as our ability to monetize products still in development. This can be challenging and may fluctuate on an annual basis as the number of contracts awarded varies. If we are unable to win new awards or execute existing contracts as expected, our business, results of operations, and financial position could be further adversely affected. Furthermore, if our customers experience delays or technical challenges with their products or services or exercise delay or termination rights under new or existing contracts, our ability to recognize the full potential value of such contracts could also adversely affect our business, results of operations and financial position.
The cyclical nature of the rocket launch services, mission services, spacecraft and spacecraft component markets could negatively impact our ability to accurately forecast customer demand. The markets that we serve may not grow in the future and we may not be able to maintain adequate gross margins or profits in these markets. Our growth is dependent on the growth in the sales of services provided by our customers, our customers’ ability to anticipate market trends, and our ability to anticipate changes in the businesses of our customers and to successfully identify and enter new markets. If we fail to anticipate such changes in demand, or such demand does not materialize to the extent we expected or at all, our business, results of operations, and financial position could be adversely affected.
The rocket launch services, mission services, spacecraft and spacecraft component industries are each characterized by development of technologies to meet changing customer demand for complex and reliable products and services. Our current development projects include spacecraft capabilities; new reaction wheel sizes; and a new medium-lift rocket, called Neutron, for constellation deployment, interplanetary missions and potentially human spaceflight. Our products and services embody complex technology and may not always be compatible with current and evolving technical standards and systems developed by others. Failure or delays to meet the requisite and evolving industry or user standards could have a material adverse effect on our business, results of operations, and financial condition. Failure of suppliers to deliver against end customer requirements could lead to a material adverse effect on our financial results.
We have previously experienced, and may experience in the future, delays or other complications in the design, manufacture and commercialization of new rocket launch services, including the development and launch of our Neutron launch vehicle, mission services, spacecraft, spacecraft components and related technology. For example, we experienced a qualification testing failure of the Neutron Stage 1 tank on January 21, 2026 which ruptured the tank during a hydrostatic pressure trial resulting in an impact to Neutron’s launch schedule. In addition, during the fourth quarter of 2026, we identified a manufacturing process issue affecting first-stage composite structures that resulted in a further delay to the expected timing of Neutron’s inaugural launch. If we fail to develop and successfully commercialize new technologies, if we fail to develop such technologies before our competitors, or if such technologies fail to perform as expected, or are inferior to those of our competitors, our business, financial condition and results of operations could be materially and adversely impacted.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
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Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
Sell to Cover Trading Election
On August 13, 2026 , Agostino Ricupati , Chief Accounting Officer (the “Participant”), entered into a Rule 10b5-1 trading arrangement that is intended to qualify as a “plan providing for eligible sell-to-cover transactions” under Rule 10b5-1(c)(1)(ii)(D)(3) under the Exchange Act. The plan will apply to all RSUs granted to the Participant by the Company, whether granted prior to the date of the election or on or subsequent to the date of the election, pursuant to the Company’s 2021 Stock Option and Incentive Plan or any successor equity incentive plan. The sell-to-cover election provides for the sale of shares of common stock issued upon the vesting of restricted stock units in an amount sufficient to cover the federal, state, local, and foreign tax withholding obligations incurred in connection with such vesting.
The sell-to-cover election is effective until December 31, 2027, unless terminated earlier due to specified events, such as the individual’s death or legal or regulatory restrictions. The number of shares sold under this election will vary based on the tax withholding obligations incurred upon vesting.
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Item 6. Exhibits
| Exhibit Number | Description | |||||||
| 2.1 | Agreement and Plan of Merger, dated as of June 28, 2026, by and among Rocket Lab Corporation, Iridium Communications Inc., Ion Merger Sub I, Inc., and Ion Merger Sub II, LLC (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 29, 2026). | |||||||
| 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.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ROCKET LAB CORPORATION | ||||||||
November 9, 2026 | By: | /s/ Peter Beck | ||||||
| Peter Beck | ||||||||
| President, Chief Executive Officer and Chairman | ||||||||
| (Principal Executive Officer) | ||||||||
November 9, 2026 | By: | /s/ Adam Spice | ||||||
| Adam Spice | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
November 9, 2026 | By: | /s/ Agostino Ricupati | ||||||
| Agostino Ricupati | ||||||||
| Vice President, Corporate Controller and Chief Accounting Officer | ||||||||
| (Principal Accounting Officer) | ||||||||
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