Rocket Lab Usa Inc 8-K Filings

Rocket Lab Corporation describes its pending acquisition of Iridium Communications Inc. under a June 28, 2026 Merger Agreement. Iridium shareholders are to receive $27.00 in cash plus Rocket Lab stock per share, with an exchange ratio tied to Rocket Lab’s 10‑day volume‑weighted average price, generally ranging from 0.2400 to 0.4000 Rocket Lab shares per Iridium share.

The total preliminary purchase price is estimated at $7.59 billion, roughly split between $2.86 billion in cash and $2.86 billion in stock, plus assumption/payoff of Iridium debt and equity awards. To fund the cash portion, Rocket Lab obtained commitments for a $3.60 billion 364‑day senior secured bridge facility at an effective rate of about 8.0%. Pro forma financials, with Rocket Lab as accounting acquirer, show combined revenues of $878.7 million and a net loss of $154.7 million for the six months ended June 30, 2026, and revenues of $1.47 billion with a net loss of $203.0 million for 2025, reflecting higher amortization of acquired intangibles and bridge‑facility interest.

Rocket Lab Corporation reported that it has released its financial results for the second quarter ended June 30, 2026. The company states that these results are described in a press release dated August 10, 2026.

The press release is provided as Exhibit 99.1 and is furnished, rather than filed, under the rules of the Securities Exchange Act of 1934. Because it is furnished, the information is not subject to the liability provisions of Section 18 and is not automatically incorporated into other Securities Act or Exchange Act filings unless specifically referenced. The report is signed on behalf of Rocket Lab by its Chief Financial Officer, Adam Spice.

Rocket Lab Corporation has agreed to acquire Iridium Communications in a cash-and-stock transaction valuing Iridium at about $8.0 billion. Iridium stockholders will receive $27.00 in cash plus Rocket Lab shares per Iridium share, targeting total value of $54.00, with the stock portion set by an exchange ratio within a price collar.

The deal uses a two-step merger structure that will make Iridium an indirect wholly owned subsidiary of Rocket Lab and is generally intended to qualify as a tax-free reorganization, subject to stock/cash mix conditions. Rocket Lab has secured commitments for a $3.6 billion 364‑day senior secured bridge term loan to fund part of the cash payment, alongside other debt, equity and balance sheet cash.

Closing is expected in mid‑2027, subject to Iridium stockholder approval, antitrust and communications regulatory clearances, effectiveness of a Form S‑4 registration statement and other customary conditions. The Merger Agreement includes a $223.62 million termination fee payable by Iridium to Rocket Lab in specified circumstances, and Iridium directors holding about 1.6% of Iridium shares have signed support agreements to vote in favor of the transaction.

Rocket Lab Corporation appointed Agostino Ricupati as Vice President, Corporate Controller and Chief Accounting Officer, making him the company’s principal accounting officer. He brings more than two decades of senior finance and accounting experience at large public companies, including Cooper Companies and Intel.

Ricupati’s compensation includes a $350,000 annual base salary, a discretionary target bonus equal to 40% of base salary for 2026, a $50,000 sign-on bonus, a temporary housing stipend up to $5,000 per month for seven months, and a four-year vesting RSU award valued at $3,000,000. Adam C. Spice will cease serving as principal accounting officer but will remain Chief Financial Officer and principal financial officer.

Rocket Lab Corporation reported results of its 2026 Annual Meeting of Stockholders held on May 20, 2026. Stockholders elected Class II director Edward H. Frank for a term expiring at the 2029 annual meeting, with 297,673,425 votes for, 55,896,708 withheld, and 116,546,800 broker non-votes.

Stockholders ratified Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026, with 467,440,986 votes for, 1,737,306 against, and 938,641 abstentions. They also approved, on a non-binding advisory basis, named executive officer compensation and a subsidiary merger eliminating a pass-through voting provision at Rocket Lab USA, Inc.

Rocket Lab Corporation entered an equity distribution agreement that allows sales of common stock and related forward transactions with an aggregate offering price of up to $3,000,000,000.

The company can sell shares through multiple banks as agents or principals and also use initially priced and collared forward sale agreements. Rocket Lab will receive cash only when these forward transactions are physically settled or when collared components are prepaid or settled, and it will pay commissions of up to 2.00% on sales under the program.

Rocket Lab Corporation filed a prospectus supplement covering the resale of up to 2,277,002 shares of its common stock. These shares were issued on April 14, 2026 in a private placement tied to Rocket Lab’s previously announced acquisition of Mynaric AG under a Stock Purchase Agreement dated September 25, 2025.

The filing notes that the prospectus supplement was made pursuant to the Stock Purchase Agreement and is part of Rocket Lab’s existing automatic shelf registration statement on Form S-3ASR. A legal opinion and related consent from Goodwin Procter LLP regarding the shares are included as exhibits.

Rocket Lab Corporation reported record first-quarter 2026 revenue of $200.3 million, driven by strong growth in both product and service sales. Revenue rose 63.5% year over year to $127.5 million in product revenue and $72.9 million in service revenue, producing a GAAP gross margin of 38.2% and non-GAAP gross margin of 43.0%.

The company ended the quarter with a record $2.2 billion backlog and access to more than $2 billion in total liquidity, supported by $450.3 million raised through at-the-market equity offerings. Despite this growth, Rocket Lab posted a GAAP net loss of $45.0 million, or $0.07 per share, and an Adjusted EBITDA loss of $11.8 million, both improved versus the prior year.

Management highlighted record new launch contracts, completion of the Mynaric acquisition, a definitive agreement to acquire Motiv Space Systems, and progress on the Neutron launch vehicle. For the second quarter of 2026, the company guides revenue between $225 million and $240 million with continued GAAP and non-GAAP gross margin expansion and an expected Adjusted EBITDA loss between $20 million and $26 million.

Rocket Lab Corporation completed the acquisition of all issued and outstanding shares of Mynaric AG, a provider of laser optical communications terminals for air, space, and mobile applications. Rocket Lab paid aggregate consideration of $155.3 million, consisting of a nominal cash payment and 2,277,002 shares of its common stock, with 109,943 shares placed into an indemnity escrow.

The closing consideration was primarily based on a $75 million base purchase price plus additional investments made by the sellers, with a corresponding reduction in potential earnout consideration; the sellers are no longer eligible for further earnout payments. The Rocket Lab common stock issued in the deal was an unregistered issuance relying on Section 4(a)(2) of the Securities Act and/or Regulation D. Mynaric will continue to be headquartered in Munich, giving Rocket Lab its first European footprint and expanding its role in satellite laser communications alongside its existing launch and space systems business.

Rocket Lab Corporation disclosed a major change to CEO Sir Peter Beck’s compensation. Effective March 30, 2026, his annual base salary under his existing employment agreement is voluntarily reduced to $1.00 or the New Zealand statutory minimum. He will also have no expectation of any annual bonus or target bonus, and waives any claim that these changes trigger a breach of his employment agreement or Good Reason under the Executive Severance Plan.

On the same date, Beck entered an RSU cancellation agreement, voluntarily forfeiting all unvested restricted stock units representing 392,155 shares of Rocket Lab common stock. The company states that, at his request, capital previously allocated to this compensation will be redirected to company priorities and strategic R&D initiatives, underscoring a focus on long‑term shareholder value over short‑term incentives.

Rocket Lab Corporation entered into an equity distribution agreement that allows it to offer and sell, from time to time, shares of its common stock with an aggregate offering price of up to $1,000,000,000.

Sales may be made through multiple investment banks as sales agents or principals, and via complex forward sale structures. These include “Initially Priced Forward Transactions” and “Collared Forward Transactions,” where forward purchasers borrow and sell shares to hedge their exposure and Rocket Lab later settles in cash or stock. The program runs off an effective Form S-3 shelf registration and can be terminated at any time by Rocket Lab or the sales agents.

Rocket Lab Corporation plans to hold its 2026 annual meeting of stockholders on May 20, 2026. Because this date is more than 30 days earlier than the 2025 meeting anniversary, the company has set a new deadline for stockholder proposals and director nominations.

Stockholder proposals submitted under Rule 14a-8 and any director nominations or other business brought under the company’s bylaws must be received by the Company’s Secretary at its Long Beach, California headquarters by March 22, 2026 to be considered for the 2026 proxy materials and meeting.

Rocket Lab Corporation reported record results for the fourth quarter and full year 2025. The company posted record quarterly revenue of $180M and record annual revenue of $602M, representing 38% year-on-year growth. Backlog reached $1.85B, up 73% year-on-year, supported by an $816M Space Development Agency contract for 18 missile-warning satellites and more than 30 new launch contracts.

Rocket Lab achieved a new annual launch record with 21 Electron and HASTE missions at a 100% success rate and advanced development of its Neutron medium-lift rocket, now targeting a first launch in Q4 2026 after schedule updates. Despite strong growth, the company recorded a 2025 net loss of $198,209,000 and an Adjusted EBITDA loss of $101,190,000.

For Q1 2026, Rocket Lab guides to record quarterly revenue between $185M and $200M, GAAP gross margins of 34%–36%, non-GAAP gross margins of 39%–41%, and an Adjusted EBITDA loss between $21M and $27M. Cash and cash equivalents rose to $828,660,000 at year-end 2025, supported by $1,146,057,000 of ATM equity issuance.

Rocket Lab Corporation filed an update on the development of its Neutron rocket following a qualification test incident. During a hydrostatic pressure trial, the Stage 1 tank ruptured, and the company’s team is now reviewing the Stage 1 test data. The outcome of this review will determine how much Neutron’s launch schedule is affected. The company communicated these details in a press release furnished as an exhibit, emphasizing that this information is provided for disclosure purposes and is not incorporated into other securities filings unless specifically referenced.

Rocket Lab Corporation furnished a press release announcing financial results for the third quarter ended September 30, 2025, as Exhibit 99.1 to an 8-K. The Item 2.02 information is furnished and not deemed filed under the Exchange Act.

The company also disclosed that director Matt Ocko notified Rocket Lab of his resignation from the Board, effective November 30, 2025. The filing states his resignation is not due to any dispute or disagreement regarding operations, policies, or practices.

Rocket Lab Corporation is entering the optical communications market more deeply by agreeing to acquire all outstanding shares of German company Mynaric AG. Under the Stock Purchase Agreement, Rocket Lab’s subsidiary will purchase Mynaric for aggregate consideration of $75 million, payable in cash or Rocket Lab common stock at the company’s discretion, subject to closing adjustments. The deal also includes up to an additional $75 million in potential post-closing earnout payments in cash or stock, tied to Mynaric’s revenue performance for 2025, 2026 and 2027.

Any Rocket Lab stock issued in the transaction or as earnout will be valued using the 20-day volume-weighted average price before closing or the earnout payment date. These shares will be issued in a private offering relying on exemptions from SEC registration, and Rocket Lab has committed to file a resale registration statement for such shares within 30 days after closing. Completion of the acquisition is still subject to regulatory approval from the German Ministry of Foreign Affairs.

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.

Rocket Lab Corporation adopted a new Senior Executive Cash Incentive Bonus Plan that ties key executives’ cash bonuses to financial, operational, and individual performance goals set by the board’s Compensation Committee. Bonuses are determined each performance period and are generally paid only if the executive is still employed on the payment date.

The company also held its 2025 annual stockholder meeting. Stockholders elected three Class I directors for terms expiring at the 2028 meeting, ratified Deloitte & Touche LLP as auditor for 2025, and approved on an advisory basis the compensation of named executive officers. A proposed amendment to a subsidiary’s charter to remove a pass-through voting provision did not receive the required sixty-six and two‑thirds percent supermajority and therefore was not approved.

Rocket Lab Corporation announced the closing of its previously disclosed acquisition of the parent holding company of GEOST. The Company's wholly owned subsidiary completed the purchase by paying $125 million in cash and issuing 3,057,588 shares of common stock as part of the closing consideration. The purchase agreement also provides for a potential additional earnout of up to $50 million in cash tied to future revenue targets of GEOST's business. The company filed a prospectus supplement to permit resale of the issued shares and furnished a press release and legal opinion as exhibits to the filing.

This filing reports the transaction terms and related disclosures but does not include pro forma financials or details on expected integration or financing sources.