[Form 4] Rocket Lab Corporation Insider Trading Activity

Rhea-AI Filing Summary

Rocket Lab Corporation (RKLB) – Form 4 insider transaction

On 2 July 2025, Khosla Ventures V, L.P. ("KV V") and its affiliated entities filed a Form 4 reporting an internal, non-cash reallocation of Rocket Lab common shares. KV V distributed 2,000,000 shares pro-rata to its limited and general partners under transaction code “J” (other, no consideration). The filing confirms:

• After the distribution, KV V’s indirect ownership stands at 19,323,617 shares.
• 747,699 shares of the distributed amount were received by Khosla Ventures Associates V, LLC ("KVA V"). KVA V subsequently passed all of those shares to its members.
• VK Services, LLC, an entity controlled by Vinod Khosla, received 487,789 shares and is now the record owner of 30,146,841 shares.
• No cash changed hands; the stated price is $0.00.
• The reporting persons—KV V, KVA V, VK Services, and Vinod Khosla—each continue to be classified as 10% beneficial owners of Rocket Lab.

The transaction reflects an internal capital account distribution rather than an open-market sale or purchase, and therefore does not directly alter Rocket Lab’s outstanding share count or bring immediate cash proceeds to any party. All parties expressly disclaim beneficial ownership beyond their pecuniary interest.

Additional note: On 23 May 2025, Rocket Lab Corporation became the parent holding company of Rocket Lab USA, Inc. via merger; this Form 4 relates to the parent entity.

Positive

• No cash sale: the 2 M-share distribution occurred at $0.00, indicating insiders are not liquidating holdings on the open market.
• Continued >10% ownership: Khosla-affiliated entities still hold a significant stake, suggesting sustained insider alignment.

Negative

• Reduced direct position: KV V’s record ownership declines by 2 M shares, potentially allowing future individual partner dispositions outside the fund’s control.

Insights

Securities Analyst

TL;DR: Internal, no-cash distribution of 2 M RKLB shares; ownership stays within Khosla entities—neutral market impact.

The filing documents a pro-rata distribution from KV V to its partners, shifting 2 million shares but keeping them under the collective control of Khosla-managed vehicles. Since the transaction code is “J” and price is $0.00, it signals neither an open-market sale nor a liquidity-seeking event. KV V’s direct stake drops, yet VK Services now records 30.1 million shares, maintaining the group’s >10% insider position. Absent any sale, dilution, or purchase, the event is operationally neutral for Rocket Lab and should not affect the float or cash flows at this stage.

Corporate Governance Expert

TL;DR: Ownership re-papered among Khosla entities; disclosure maintains compliance, no strategic signal.

Form 4 demonstrates proper Section 16 reporting of an internal capital distribution, underscoring adherence to insider-trading rules post-May holding-company merger. Control remains consolidated under Vinod Khosla’s umbrella (KV V → KVA V → VK Services). Because the parties expressly disclaim broader beneficial ownership and no new external holders emerge, governance dynamics at Rocket Lab remain unchanged. The filing is routine and not materially impactful for shareholder voting power or board influence.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Khosla Ventures V, L.P.

(Last) (First) (Middle)

2128 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Rocket Lab Corp [ RKLB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/02/2025		J(1)		2,000,000	D	$0.00	19,323,617	I	See footnote(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Khosla Ventures V, L.P.

(Last) (First) (Middle)

2128 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Khosla Ventures Associates V, LLC

(Last) (First) (Middle)

2128 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

VK Services, LLC

(Last) (First) (Middle)

2128 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KHOSLA VINOD

(Last) (First) (Middle)

2128 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On July 2, 2025, 2,000,000 shares of Common Stock held by Khosla Ventures V, L.P. ("KV V") were distributed to the limited partners and general partners of KV V in a pro rata distribution for no consideration. Of such distributed shares, 747,699 shares of Common Stock were received by Khosla Ventures Associates V, LLC ("KVA V").

2. Consists of securities held of record by KV V, of which KVA V is the general partner. Vinod Khosla is the managing member of VK Services, LLC ("VK Services"), which is the sole manager of KVA V. Each of KVA V, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV V, and each of KVA V, VK Services, and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV V. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

3. Of the shares distributed by KV V to KVA V, all of such shares were subsequently distributed by KVA V to the underlying members of KVA V. Of such distributed shares, 487,789 shares of Common Stock were received by VK Services. As a result of such distributions, VK Services is now the record owner of 30,146,841 shares of Common Stock, and KVA V is the record owner of no shares of Common Stock.

Remarks:

On May 23, 2025, Rocket Lab Corporation became the successor of Rocket Lab USA, Inc. pursuant to a merger. The merger resulted in Rocket Lab Corporation's becoming a parent holding company of Rocket Lab USA, Inc. but did not alter the proportionate interests of security holders.

	/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates V, LLC, in its capacity as general partner of Khosla Ventures V, L.P.	07/07/2025
	/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates V, LLC	07/07/2025
	/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC	07/07/2025
	/s/ John J. Demeter, as attorney in fact for Vinod Khosla	07/07/2025
	** Signature of Reporting Person	Date
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FAQ

How many Rocket Lab (RKLB) shares were involved in the July 2 2025 Form 4?

2,000,000 common shares were distributed by Khosla Ventures V, L.P.

What was the transaction code in the RKLB Form 4?

The filing used code “J”, denoting an internal transfer/other disposition with no consideration.

Did Khosla Ventures receive any cash for the RKLB shares?

No. The stated price per share is $0.00; this was a pro-rata, non-cash distribution.

How many RKLB shares does Khosla Ventures V beneficially own after the transaction?

KV V reports 19,323,617 shares held indirectly following the distribution.

Which entity now records the largest Khosla-related stake in Rocket Lab?

VK Services, LLC is the record owner of 30,146,841 shares after the cascading distributions.

Does the Form 4 affect Rocket Lab’s outstanding share count?

No. The event only reallocated existing shares among insiders; it did not issue or retire shares.