Rocket Lab launches $750,000,000 ATM stock program

Rocket Lab Corporation entered into an ATM Equity Offering Sales Agreement that allows it to offer and sell, from time to time, shares of its common stock having an aggregate offering price of up to $750,000,000.

Rhea-AI Filing Summary

Rocket Lab Corporation entered into an ATM Equity Offering Sales Agreement that allows it to offer and sell, from time to time, shares of its common stock having an aggregate offering price of up to $750,000,000. The shares will be sold through or to a group of sales agents, including BofA Securities, Cantor Fitzgerald, BTIG, KeyBanc Capital Markets, Citizens JMP Securities, Needham & Company, and Roth Capital Partners, under an existing shelf registration statement and related prospectus supplement.

The company is not required to sell any shares under this agreement, and the sales agents have agreed to use commercially reasonable efforts to conduct sales in line with Rocket Lab’s instructions. Either Rocket Lab or the sales agents may terminate the agreement at any time upon written notice.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

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

What did Rocket Lab Corporation (RKLB) disclose in this 8-K?

Rocket Lab Corporation disclosed that it entered into an ATM Equity Offering Sales Agreement, allowing it to offer and sell shares of its common stock having an aggregate offering price of up to $750,000,000 through designated sales agents.

How much stock can Rocket Lab sell under the new ATM program?

Rocket Lab may offer and sell shares of its common stock having an aggregate offering price of up to $750,000,000 under the ATM Equity Offering Sales Agreement.

Which firms are acting as sales agents in Rocket Lab’s ATM agreement?

The sales agents are BofA Securities, Inc., Cantor Fitzgerald & Co., BTIG, LLC, KeyBanc Capital Markets Inc., Citizens JMP Securities, LLC, Needham & Company, LLC, and Roth Capital Partners, LLC.

Is Rocket Lab obligated to sell any shares under this ATM agreement?

No. Rocket Lab is not obligated to sell any shares pursuant to the ATM Equity Offering Sales Agreement.

What registration statement will Rocket Lab use for the ATM share sales?

The offer and sale of shares will be made under a shelf registration statement on Form S-3 filed on March 11, 2025, as amended by Post-Effective Amendment No. 1 filed on May 27, 2025, and a related prospectus supplement filed on September 15, 2025.

Can the ATM Equity Offering Sales Agreement be terminated?

Yes. The Sales Agreement may be terminated for any reason, at any time, by either Rocket Lab or the sales agents upon written notice to the other party.

What prior arrangement did Rocket Lab end when it signed this new ATM agreement?

In connection with entering into the new Sales Agreement, Rocket Lab terminated the sales agreement dated March 11, 2025 related to its prior ATM offering.

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Accepted by SEC EDGAR 09/15/2025 - 04:14 PM EDT Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 15, 2025

ROCKET LAB CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-39560			39-2182599
(State or Other Jurisdiction of Incorporation)	(Commission File Number)			(IRS Employer Identification No.)
3881 McGowen Street
Long Beach, California				90808
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 714 465-5737

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

RKLB

The Nasdaq Stock Market LLC

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Items.

On September 15, 2025, Rocket Lab Corporation (the “Company”) entered into an ATM Equity Offering Sales Agreement (the “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 “Sales Agents”), pursuant to which the Company may offer and sell, from time to time, shares of its common stock, par value $0.0001 per share (the “Shares”), having an aggregate offering price of up to $750,000,000 through the Sales Agents, acting as its agents, or directly to the Sales Agents, acting as principal, in an “at-the-market” (“ATM”) offering. In connection with entering into the Sales Agreement, the Company terminated the sales agreement, dated March 11, 2025, by and among the Company and the agents party thereto related to its prior ATM offering.

The offer and sale of the Shares will be made pursuant to a shelf registration statement on Form S-3, which Rocket Lab USA, Inc., the Company’s predecessor, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 11, 2025, which automatically became effective upon filing, as amended by Post-Effective Amendment No. 1 to such registration statement, filed by the Company with the SEC on May 27, 2025, and a related prospectus supplement, which the Company filed with the SEC on September 15, 2025.

The Company is not obligated to sell any Shares pursuant to the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, the Sales Agents have agreed to use commercially reasonable efforts, consistent with their normal trading and sales practices and applicable law and regulations, to sell Shares from time to time in accordance with the Company’s instructions, including any price, time or size limits or other customary parameters or conditions the Company may impose.

The Sales Agreement may be terminated for any reason, at any time, by either the Company or the Sales Agents upon written notice to the other party.

The Sales Agreement contains customary representations and warranties and conditions to the placements of the Shares pursuant thereto.

The foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1		ATM Equity Offering Sales Agreement, dated as of September 15, 2025, by and among Rocket Lab Corporation, BofA Securities, Inc., Cantor Fitzgerald & Co., BTIG, LLC, KeyBanc Capital Markets Inc., Citizens JMP Securities, LLC, Needham & Company, LLC and Roth Capital Partners, LLC.
5.1		Opinion of Goodwin Procter LLP.
23.1		Consent of Goodwin Procter LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			ROCKET LAB CORPORATION
Date:	September 15, 2025	By:	/s/ Adam Spice
			Adam Spice Chief Financial Officer