Rocket Lab USA Inc
For the period ended Dec 31, 2024. Filed Feb 27, 2025.
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FY2024 · Filed Feb 27, 2025
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Item 9B. Other Information
Rule 10b5-1 Trading Plans
During the three months ended December 31, 2024, certain executive officers and directors of the Company (each, a “Plan Participant”) entered into Rule 10b5-1 trading plan (a “Rule 10b5-1 Trading Plan”) to sell shares of the Company’s common stock, in each case, subject to any applicable volume limitations.
The table below provides certain information regarding each Plan Participant’s Rule 10b5-1 Trading Plan.
| Name · Title · Plan Date · Earliest Selling Start Date · Maximum Shares That May Be Sold Under the Plan · Plan Expiration Date | ||||||
|---|---|---|---|---|---|---|
| Adam Spice | Chief Financial Officer | December 12, 2024 | March 13, 2025 | 2,377,078 | (1) | March 31, 2026 |
| Frank Klein | Chief Operations Officer | December 13, 2024 | March 14, 2025 | 39,000 | (2) | December 31, 2025 |
| Arjun Kampani | Senior Vice President, General Counsel and Secretary | December 12, 2024 | March 13, 2025 | 92,844 | (2) | December 31, 2025 |
(1)Represents shares issuable to Mr. Spice upon the exercise of approximately 46% of the vested stock options held by Mr. Spice as of the date of the Rule 10b5-1 Trading Plan, all of which are scheduled to expire in August 2028. The maximum number of shares that may be sold under the Rule 10b5-1 Trading Plan is tiered such that the number of shares that may be sold in any one month period is subject to certain escalating minimum price thresholds whereby a maximum of 198,089 shares may be sold in any one month subject to a certain price threshold, 396,178 shares may be sold in any one month subject to a higher minimum price threshold, and all 2,377,078 shares may be sold if an even higher minimum price threshold is eclipsed, as further specified in the Rule 10b5-1 Trading Plan.
(2)The aggregate number of RSU Shares that will be available for sale under the Rule 10b5-1 Trading Plan is not yet determinable because the shares available will be net of shares sold to satisfy tax withholding obligations that arise in connection with the vesting and settlement of such RSU awards. Additionally, certain provisions within the Rule 10b5-1 Trading Plan specify a certain percentage of the net shares that can be sold at the vesting date of the underlying equity award. As such, for purposes of this disclosure, the shares included in this table reflect the aggregate maximum number of gross shares underlying the equity awards subject to the Rule 10b5-1 Trading Plan, adjusted to represent the maximum percentage specified in the plan for each vesting date of such award, but without excluding the shares that will be sold to satisfy the tax withholding obligations.
A Rule 10b5-1 Trading Plan is a written document that pre-establishes the amounts, prices and dates (or formulas for determining the amounts, prices and dates) of future purchases or sales of the Company’s common stock, including, if applicable, shares issued upon exercise of stock options or vesting of restricted stock units.
Each Plan Participant’s Rule 10b5-1 Trading Plan wasadopted during an authorized trading period and when such Plan Participant was not in possession of material non-public information and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.
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