Sir Peter Beck trims Rocket Lab (RKLB) exposure with 5M-share plan and RSU cancellation

Rhea-AI Filing Summary

Rocket Lab Corp’s major shareholder Sir Peter Beck and related entities updated their ownership disclosure and trading plans. Beck and the Equatorial Trust group beneficially own 46,443,180 shares of common stock, or about 7.51% of Rocket Lab’s outstanding shares as of March 20, 2026.

On March 27, 2026, the Trust adopted a Rule 10b5-1 trading plan with Goldman Sachs & Co. LLC to sell up to 5,000,000 shares of Rocket Lab common stock, after a required cooling-off period and before the plan’s July 8, 2026 expiration. These potential sales, just over 10% of Beck’s direct and indirect holdings, are for diversification, estate planning and philanthropic purposes.

On March 30, 2026, Beck voluntarily cancelled unvested restricted stock units covering 392,155 shares, allowing that foregone compensation to be redirected to company priorities and strategic R&D. Over the prior 60 days, he sold 18,857 shares in open-market “sell-to-cover” transactions on March 2, 2026 to satisfy tax withholding on vesting RSUs.

Insights

Equity ownership and governance analyst

Beck sets up a pre-planned sale of part of his Rocket Lab stake while cancelling future RSU grants.

The filing shows Sir Peter Beck and affiliated New Zealand entities holding 46,443,180 Rocket Lab shares, or 7.51% of common stock as of March 20, 2026. Most exposure comes through 45,951,250 shares issuable from Series A Convertible Participating Preferred Stock held by Equatorial Trust.

The Trust’s new Rule 10b5-1 plan authorizes sales of up to 5,000,000 shares through Goldman Sachs within specified timing, price and volume parameters, expiring on July 8, 2026. The document states these sales equal just over 10% of Beck’s direct and indirect ownership and are intended for diversification, estate planning and philanthropy, framing them as structured liquidity rather than a full exit.

Beck also cancelled unvested RSUs for 392,155 shares, with the capital freed from this compensation to be redirected toward company priorities and strategic R&D initiatives. During the same window, he executed 18,857 “sell-to-cover” shares on March 2, 2026 at weighted average prices between $66.8288 and $70.6170, explicitly for tax withholding on vesting RSUs. Overall, the actions modestly adjust his exposure while emphasizing longer-term alignment.

Key Figures

Beneficial ownership: 46,443,180 shares Shares outstanding: 572,468,968 shares Equatorial Trust holdings: 45,951,250 shares +5 more

8 metrics

Beneficial ownership 46,443,180 shares Sir Peter Beck and affiliates; 7.51% of common stock

Shares outstanding 572,468,968 shares Rocket Lab common stock outstanding as of March 20, 2026

Equatorial Trust holdings 45,951,250 shares Common stock issuable upon conversion of preferred stock; 7.43% of class

10b5-1 plan size 5,000,000 shares Maximum Rocket Lab shares to be sold under Equatorial Trust plan

RSUs cancelled 392,155 shares Unvested Rocket Lab RSUs voluntarily forfeited by Sir Peter Beck

Sell-to-cover sales 18,857 shares Rocket Lab shares sold March 2, 2026 for tax withholding

Sale price range $66.4700–$70.9450 Per-share price ranges for March 2, 2026 sell-to-cover trades

Plan expiration July 8, 2026 End date of Equatorial Trust Rule 10b5-1 sales plan

Key Terms

Rule 10b5-1, sell-to-cover, restricted stock units, Series A Convertible Participating Preferred Stock, +1 more

5 terms

Rule 10b5-1 regulatory

"the Trust entered into a 10b5-1 plan (the "Plan") in accordance with Rule 10b5-1 promulgated under the Exchange Act"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

sell-to-cover financial

"sold an aggregate of 18,857 shares of Common Stock pursuant to a "sell-to-cover" transaction pursuant to a Rule 10b5-1 election"

Sell-to-cover is when part of newly issued or exercised company stock is immediately sold to pay required taxes and fees, so the recipient keeps the remaining shares. For investors this matters because it reduces the number of shares insiders or employees actually hold after a grant, can create small, routine share sales that aren’t signal of cashing out, and slightly increases share supply on the market—like selling a portion of a paycheck to cover the tax bill.

restricted stock units financial

"restricted stock unit ("RSU") cancellation agreement pursuant to which Mr. Beck voluntarily forfeited and cancelled all unvested RSUs"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Series A Convertible Participating Preferred Stock financial

"shares of Common Stock issuable upon conversion of Series A Convertible Participating Preferred Stock of the Company"

beneficially own regulatory

"The Trust, the Trustee and each of the three directors of the Trustee are deemed to beneficially own the shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Rocket Lab Corp

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

773121108

(CUSIP Number)

Sir Peter Beck
c/o Rocket Lab Corporation, 3881 McGowen Street
Long Beach, CA, 90808
(714) 465-5737

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

03/27/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 773121108

1

Name of reporting person

Beck Peter

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW ZEALAND

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 491,930.00
8	Shared Voting Power 45,951,250.00
9	Sole Dispositive Power 491,930.00
10	Shared Dispositive Power 45,951,250.00

11

Aggregate amount beneficially owned by each reporting person

46,443,180.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.51 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) The amounts set forth in rows 7, 9 and 11 above consist of 491,930 shares of common stock, par value $0.0001 per share ("Common Stock") of Rocket Lab Corporation, a Delaware corporation (the "Company"), which Peter Beck has acquired through settlement of restricted stock units. (2) The amounts set forth in rows 8, 10 and 11 above include 45,951,250 shares of Common Stock issuable upon conversion of Series A Convertible Participating Preferred Stock of the Company, $0.0001 par value per share ("Preferred Stock"), held directly by Equatorial Trust (the "Trust"). Mr. Beck is one of three directors of Peek Street Equatorial Trustee Limited, the trustee of the Trust (the "Trustee"). The Trust, the Trustee and each of the three directors of the Trustee are deemed to beneficially own the shares, with each of the Trust and the Trustee having sole voting and dispositive powers over the shares and each director of the Trustee having shared voting and dispositive power over the shares. (3) The percentage of class set forth in row 13 above was calculated based on 572,468,968 shares of Common Stock, outstanding as of March 20, 2026, as set forth in the Company's Preliminary Proxy Statement filed with the Securities and Exchange Commission (the "Commission") on March 27, 2026.

SCHEDULE 13D

CUSIP Number(s): 773121108

1

Name of reporting person

Equatorial Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW ZEALAND

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 45,951,250.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 45,951,250.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

45,951,250.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.43 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) The amounts set forth in rows 7, 9 and 11 above consist of 45,951,250 shares of Common Stock issuable upon conversion of Preferred Stock held directly by the Trust. The Trust, the Trustee and each of the three directors of the Trustee are deemed to beneficially own the shares, with each of the Trust and the Trustee having sole voting and dispositive powers over the shares and each director of the Trustee having shared voting and dispositive power over the shares. (3) The percentage of class set forth in row 13 above was calculated based on 572,468,968 shares of Common Stock, outstanding as of March 20, 2026, as set forth in the Company's Preliminary Proxy Statement filed with the Commission on March 27, 2026.

SCHEDULE 13D

CUSIP Number(s): 773121108

1

Name of reporting person

Peek Street Equatorial Trustee Ltd

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW ZEALAND

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 45,951,250.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 45,951,250.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

45,951,250.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.43 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) The amounts set forth in rows 7, 9 and 11 above consist of 45,951,250 shares of Common Stock issuable upon conversion of Preferred Stock held directly by the Trust. The Trust, the Trustee and each of the three directors of the Trustee are deemed to beneficially own the shares, with each of the Trust and the Trustee having sole voting and dispositive powers over the shares and each director of the Trustee having shared voting and dispositive power over the shares. (3) The percentage of class set forth in row 13 above was calculated based on 572,468,968 shares of Common Stock, outstanding as of March 20, 2026, as set forth in the Company's Preliminary Proxy Statement filed with the Commission on March 27, 2026.

SCHEDULE 13D

CUSIP Number(s): 773121108

1

Name of reporting person

Beck Kerryn

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW ZEALAND

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 45,951,250.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 45,951,250.00

11

Aggregate amount beneficially owned by each reporting person

45,951,250.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.43 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) The amounts set forth in rows 8, 10 and 11 above consist of 45,951,250 shares of Common Stock issuable upon conversion of Preferred Stock held directly by the Trust. The Trust, the Trustee and each of the three directors of the Trustee are deemed to beneficially own the shares, with each of the Trust and the Trustee having sole voting and dispositive powers over the shares and each director of the Trustee having shared voting and dispositive power over the shares. (3) The percentage of class set forth in row 13 above was calculated based on 572,468,968 shares of Common Stock, outstanding as of March 20, 2026, as set forth in the Company's Preliminary Proxy Statement filed with the Commission on March 27, 2026.

SCHEDULE 13D

CUSIP Number(s): 773121108

1

Name of reporting person

Butler Warren

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW ZEALAND

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 45,951,250.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 45,951,250.00

11

Aggregate amount beneficially owned by each reporting person

45,951,250.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.43 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) The amounts set forth in rows 8, 10 and 11 above consist of 45,951,250 shares of Common Stock issuable upon conversion of Preferred Stock held directly by the Trust. The Trust, the Trustee and each of the three directors of the Trustee are deemed to beneficially own the shares, with each of the Trust and the Trustee having sole voting and dispositive powers over the shares and each director of the Trustee having shared voting and dispositive power over the shares. (3) The percentage of class set forth in row 13 above was calculated based on 572,468,968 shares of Common Stock, outstanding as of March 20, 2026, as set forth in the Company's Preliminary Proxy Statement filed with the Commission on March 27, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value per share
(b)	Name of Issuer: Rocket Lab Corp
(c)	Address of Issuer's Principal Executive Offices: 3881 McGowen Street, Long Beach, CALIFORNIA , 90808.
Item 1 Comment: This Amendment No. 5 (this "Amendment No. 5") amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons on September 7, 2021 (the "Schedule 13D"), as amended by Amendment No. 1 to the Schedule 13D filed by the Reporting Persons on September 18, 2023 (the "Amendment No. 1"), Amendment No. 2 to the Schedule 13D filed by the Reporting Persons on December 5, 2024 (the "Amendment No. 2"), Amendment No. 3 to the Schedule 13D filed by the Reporting Persons on January 10, 2025 (the "Amendment No. 3"), and Amendment No. 4 to the Schedule 13D filed by the Reporting Persons on June 17, 2025 (the "Amendment No. 4" and, together with the Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and this Amendment No. 5, this "Statement"). Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 5 shall have the meaning assigned to such term in the Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4. Except as otherwise specifically amended in this Amendment No. 5, items in the Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 remain unchanged.
Item 4.	Purpose of Transaction
	Item 4 of the Statement is hereby amended and supplemented by adding the following: On March 27, 2026, the Trust entered into a 10b5-1 plan (the "Plan") in accordance with Rule 10b5-1 promulgated under the Exchange Act pursuant to which Goldman Sachs & Co. LLC (the "Broker") has been appointed to sell up to 5,000,000 shares of Common Stock of the Company, subject to certain temporal, price and volume based parameters. The shares are not permitted to be sold under the Plan until the expiration of the required cooling off period set forth in Rule 10b5-1(c)(1)(ii)(B)(1) under the Securities Exchange Act of 1934, as amended, and the Plan will expire under its terms on July 8, 2026. The sales under the Plan, which represent just over 10% of Mr. Beck's direct and indirect beneficial ownership, are being made for continued diversification, estate planning purposes and to further support philanthropic pursuits. 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
Item 5.	Interest in Securities of the Issuer
(c)	Item 5(c) of the Statement is hereby amended and supplemented as follows: The information set forth in Item 4 of this Statement is incorporated by reference herein. During the past sixty days, Peter Beck sold an aggregate of 18,857 shares of Common Stock pursuant to a "sell-to-cover" transaction pursuant to a Rule 10b5-1 election adopted by Mr. Beck in order to satisfy applicable tax withholding obligations in connection with the vesting and settlement of restricted stock units previously granted to Mr. Beck as follows: On March 2, 2026, Mr. Beck sold 1,349 shares of Common Stock in the open market at a weighted average price of $66.8288. These shares were sold in multiple transactions at prices ranging from $66.4700 to $67.4500. On March 2, 2026, Mr. Beck sold 951 shares of Common Stock in the open market at a weighted average price of $67.9207. These shares were sold in multiple transactions at prices ranging from $67.5000 to $68.4500. On March 2, 2026, Mr. Beck sold 3,465 shares of Common Stock in the open market at a weighted average price of $69.1034. These shares were sold in multiple transactions at prices ranging from $68.4800 to $69.4600. On March 2, 2026, Mr. Beck sold 11,010 shares of Common Stock in the open market at a weighted average price of $70.0313. These shares were sold in multiple transactions at prices ranging from $69.4700 to $70.4600. On March 2, 2026, Mr. Beck sold 2,082 shares of Common Stock in the open market at a weighted average price of $70.6170. These shares were sold in multiple transactions at prices ranging from $70.4700 to $70.9450. The Reporting Persons undertake to provide the Company, any securityholder of the Company, or the Staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth above.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Statement is hereby amended and supplemented by adding the following: The information set forth in Item 4 of this Statement, including with respect to the terms of the Plan, are incorporated herein by reference.

SIGNATURE

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

Beck Peter

Signature:	/s/ Peter Beck
Name/Title:	Peter Beck
Date:	03/30/2026

Equatorial Trust

Signature:	/s/ Peter Beck
Name/Title:	Peter Beck, Director and Attorney-in-Fact for Peek Street Equatorial Trustee Limited, its trustee
Date:	03/30/2026

Peek Street Equatorial Trustee Ltd

Signature:	/s/ Peter Beck
Name/Title:	Peter Beck, Director and Attorney-in-Fact for Peek Street Equatorial Trustee Limited
Date:	03/30/2026

Beck Kerryn

Signature:	/s/ Peter Beck
Name/Title:	Peter Beck, Attorney-in-Fact for Kerryn Beck
Date:	03/30/2026

Butler Warren

Signature:	/s/ Peter Beck
Name/Title:	Peter Beck, Attorney-in-Fact for Warren Butler
Date:	03/30/2026

FAQ

What does Rocket Lab (RKLB)'s latest Schedule 13D/A reveal about Sir Peter Beck's ownership?

It shows Sir Peter Beck and related entities beneficially owning 46,443,180 Rocket Lab common shares, or about 7.51% of the class based on 572,468,968 shares outstanding as of March 20, 2026, largely through preferred stock convertible into common shares.

What is the size and purpose of the new Rule 10b5-1 trading plan for Rocket Lab (RKLB) shares?

Equatorial Trust adopted a Rule 10b5-1 plan to sell up to 5,000,000 Rocket Lab common shares through Goldman Sachs, after a cooling-off period and before July 8, 2026. The filing states these sales support diversification, estate planning, and philanthropic initiatives for Sir Peter Beck.

How many Rocket Lab (RKLB) restricted stock units did Sir Peter Beck cancel in this amendment?

On March 30, 2026, Sir Peter Beck voluntarily forfeited and cancelled all his unvested RSUs, covering 392,155 Rocket Lab common shares. The document explains that capital previously allocated to this equity compensation will instead be directed to company priorities and strategic research and development projects.

What recent Rocket Lab (RKLB) share sales by Sir Peter Beck are disclosed in the Schedule 13D/A?

During the prior sixty days, Beck sold 18,857 Rocket Lab shares on March 2, 2026 in several open-market transactions. These were “sell-to-cover” trades under a Rule 10b5-1 election, executed at weighted average prices between about $66.83 and $70.62 to satisfy tax withholding on vesting RSUs.

How much Rocket Lab (RKLB) stock is held through Equatorial Trust and related entities?

Equatorial Trust and its trustee are reported as beneficially owning 45,951,250 Rocket Lab common shares issuable upon conversion of Series A Convertible Participating Preferred Stock. This stake represents approximately 7.43% of Rocket Lab’s common stock, based on 572,468,968 shares outstanding as of March 20, 2026.

When does the new Rocket Lab (RKLB) 10b5-1 sales plan for Equatorial Trust expire?

The Rule 10b5-1 plan entered into by Equatorial Trust on March 27, 2026 will expire on July 8, 2026. Under this plan, Goldman Sachs may sell up to 5,000,000 Rocket Lab common shares, subject to specified timing, price, and volume parameters after the regulatory cooling-off period.