Rocket Lab Corp

Previous wording

The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our condensed consolidated results of operations and financial condition. You should read this discussion and analysis in conjunction with the unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. For additional context with which to understand our financial condition and results of operations, see the audited consolidated financial statements and accompanying notes contained therein as of December 31, 2024 and 2023 and related notes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC on February 27, 2025, as amended by Form 10-K/A filed April 30, 2025 (our “Form 10-K”). Certain amounts may not foot due to rounding. Certain information in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q contains forward-looking statements that involve numerous risks and uncertainties, including, but not limited to, those described under the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and Part II, Item 1A. “Risk Factors” included in this Quarterly Report on Form 10-Q and under the heading “Risk Factors” in our Form 10-K. We assume no obligation to update any of these forward-looking statements. Actual results may differ materially from those contained in any forward-looking statements.

Current wording

The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our condensed consolidated results of operations and financial condition. You should read this discussion and analysis in conjunction with the unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. For additional context with which to understand our financial condition and results of operations, see the audited consolidated financial statements and accompanying notes contained therein as of December 31, 2025 and 2024 and related notes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on February 26, 2026 (our “Form 10-K”). Certain amounts may not foot due to rounding. Certain information in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q contains forward-looking statements that involve numerous risks and uncertainties, including, but not limited to, those described under the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and Part II, Item 1A. “Risk Factors” included in this Quarterly Report on Form 10-Q and under the heading “Risk Factors” in our Form 10-K. We assume no obligation to update any of these forward-looking statements. Actual results may differ materially from those contained in any forward-looking statements.

Previous wording

While our business has historically been centered on the manufacture of small-class launch vehicles and the related sale of launch services, we are currently innovating in the areas of medium-class launch vehicle and launch services, space systems design and manufacturing, on-orbit management solutions, space data applications and optical systems. Each of these initiatives addresses a critical component of the end-to-end solution and our value proposition for the space economy:

Current wording

While our business has historically been centered on the manufacture of small-class launch vehicles and the related sale of launch services, we are currently innovating in the areas of medium-class launch vehicle and launch services, space systems design and manufacturing, on-orbit management solutions and space data applications. Each of these initiatives addresses a critical component of the end-to-end solution and our value proposition for the space economy:

Previous wording

•Space Systems is the design and manufacture of spacecraft components and spacecraft program management services, space data applications, mission operations and optical systems.

Current wording

•Space Systems is the design and manufacture of components and spacecraft program management services, space data applications, mission operations and optical systems.

Previous wording

Electron is our orbital small launch vehicle that was designed from the ground up to accommodate a high launch rate business model to meet the growing and dynamic needs of our customers for small launch services. Since its maiden launch in 2017, Electron has become the leading small spacecraft launch vehicle delivering over 200 spacecraft to orbit for government and commercial customers across 68 successful missions through September 30, 2025. In 2024, Electron was the second most frequently orbital launched rocket by companies operating in the United States and the second most frequent orbital launcher globally. Our launch services program has seen us develop many industry-leading innovations, including 3D printed electric turbo-pump rocket engines, fully carbon composite first stage fuel tanks, a private orbital launch complex, a rocket stage that can be configured to convert into a highly capable spacecraft on orbit, and the potential ability to successfully recover a stage from space, providing a path to reusability.

Current wording

Electron is our orbital small launch vehicle that was designed from the ground up to accommodate a high launch rate business model to meet the growing and dynamic needs of our customers for small launch services. Since its maiden launch in 2017, Electron has become the leading small spacecraft launch vehicle delivering over 200 spacecraft to orbit for government and commercial customers across 81 successful missions through March 31, 2026. In 2025, Electron was the second most frequently launched orbital rocket. Our launch services program has seen us develop many industry-leading innovations, including 3D printed electric turbo-pump rocket engines, fully carbon composite first stage fuel tanks, a private orbital launch complex, a rocket stage that can be configured to convert into a highly capable spacecraft on orbit, and the potential ability to successfully recover a stage from space, providing a path to reusability.

Previous wording

In March 2021, we announced plans to develop our reusable-ready medium-capacity Neutron launch vehicle that will increase the payload capacity of our space launch vehicles to approximately 15,000 kg for expendable launches to low Earth orbit and lighter payloads for reusable configurations and into higher orbits. Neutron will be tailored for commercial and U.S. government constellation launches and ultimately configurable for and capable of human space flight, enabling us to provide crew and cargo resupply to space stations. Neutron will also provide a dedicated service to orbit for larger civil, defense and commercial payloads that need a high level of schedule control and high-flight cadence. We expect to be able to leverage Electron’s flight heritage across various vehicle subsystems designs, launch complexes and ground station infrastructure.

Current wording

In March 2021, we announced plans to develop our reusable-ready medium-capacity Neutron launch vehicle that will increase the payload capacity of our space launch vehicles to approximately 13,000 kg for reusable configuration launches to low Earth orbit and support lighter payloads for higher orbits. Neutron will be tailored for commercial and U.S. government constellation launches and ultimately configurable for and capable of human space flight, enabling us to provide crew and cargo resupply to space stations. Neutron will also provide a dedicated service to orbit for larger civil, defense and commercial payloads that need a high level of schedule control and high-flight cadence. We expect to be able to leverage Electron’s flight heritage across various vehicle subsystems designs, launch complexes and ground station infrastructure.

Previous wording

Our space systems initiatives are supported by the design and manufacture of our spacecraft family along with a range of components, software and services for spacecraft, including reaction wheels, star trackers, radios, separation systems, solar solutions, command and control spacecraft software, high voltage space grade battery solutions, optical systems and additional products in development to serve a wide variety of sub-system functions. We entered this market with our acquisition of leading spacecraft components manufacturer Sinclair Interplanetary, and have since expanded our market participation with the acquisitions of Planetary Systems Corporation, SolAero Technologies Corp., Advanced Solutions, Incorporated and Geost LLC. Each of these strategic acquisitions brought incremental vertically-integrated capabilities for our own spacecraft family and also enabled Rocket Lab to deliver high-volume manufacturing of critical spacecraft components and software solutions at scale prices to the broader spacecraft merchant market. Our spacecraft family, which are configurable for a range of low Earth orbit, medium Earth orbit, geosynchronous orbit and interplanetary missions enable us to offer an end-to-end mission solution encompassing launch, full spacecraft manufacturing, ground services, mission operations and optical systems to provide customers with streamlined access to orbit with Rocket Lab as a single mission partner.

Current wording

Our space systems initiatives are supported by the design and manufacture of our spacecraft family along with a range of components, software and services for spacecraft, including reaction wheels, star trackers, radios, separation systems, solar solutions, command and control spacecraft software, high voltage space grade battery solutions, optical systems and additional products in development to serve a wide variety of sub-system functions. We entered this market with our acquisition of leading spacecraft components manufacturer Sinclair Interplanetary, and have since expanded our market participation with the acquisitions of Planetary Systems Corporation, SolAero Technologies Corp., Advanced Solutions, Incorporated and GEOST LLC (“GEOST”). Each of these strategic acquisitions brought incremental vertically-integrated capabilities for our own spacecraft family and also enabled Rocket Lab to deliver high-volume manufacturing of critical spacecraft components and software solutions at scale prices to the broader spacecraft merchant market. Our spacecraft family, which are configurable for a range of low Earth orbit, medium Earth orbit, geosynchronous orbit and interplanetary missions enable us to offer an end-to-end mission solution encompassing launch, full spacecraft manufacturing, ground services, mission operations and optical systems to provide customers with streamlined access to orbit with Rocket Lab as a single mission partner.

Previous wording

Our results will be impacted by our ability to sell our launch services, space systems services, and spacecraft components to new and existing customers. We have successfully launched Electron 68 times delivering over 200 spacecraft to orbit, including one suborbital launch, through September 30, 2025. We have flight hardware and spacecraft that have flown on over 1,800 missions, including legacy missions enabled by Sinclair Interplanetary (acquired April 2020), Advanced Solutions, Incorporated (acquired October 2021), Planetary Systems Corporation (acquired November 2021), SolAero Technologies Corp. (acquired January 2022) and GEOST LLC (acquired August 2025). Our growth opportunity is dependent on our ability to expand our addressable launch services market with larger volumetric and higher mass payload capabilities of our in-development medium-capacity Neutron launch vehicle, which will address large commercial and government constellation launch opportunities. Our growth opportunity is also dependent on our ability to win spacecraft constellation missions and expand our portfolio of strategic spacecraft components. Our ability to sell additional products to existing customers is a key part of our success, as follow-on purchases indicate customer satisfaction and decrease the likelihood of competitive substitution. To sell additional products and services to new and existing customers, we will need to continue to invest significant resources in our products and services.

Current wording

Our results will be impacted by our ability to sell our launch services, space systems services, and spacecraft components to new and existing customers. We have successfully launched Electron 81 times delivering over 200 spacecraft to orbit, including suborbital launches, through March 31, 2026. We have flight hardware and spacecraft that have flown on over 1,800 missions, including legacy missions enabled by Sinclair Interplanetary (acquired April 2020), Advanced Solutions, Incorporated (acquired October 2021), Planetary Systems Corporation (acquired November 2021), SolAero Technologies Corp. (acquired January 2022) and GEOST (acquired August 2025). Our growth opportunity is dependent on our ability to expand our addressable launch services market with larger volumetric and higher mass payload capabilities of our in-development medium-capacity Neutron launch vehicle, which will address large commercial and government constellation launch opportunities. Our growth opportunity is also dependent on our ability to win spacecraft constellation missions and expand our portfolio of strategic spacecraft components. Our ability to sell additional products to existing customers is a key part of our success, as follow-on purchases indicate customer satisfaction and decrease the likelihood of competitive substitution. To sell additional products and services to new and existing customers, we will need to continue to invest significant resources in our products and services.

Previous wording

We built approximately 12 Electron launch vehicles in 2022, approximately 11 Electron launch vehicles in 2023 and approximately 14 Electron launch vehicles in 2024. We built approximately 17 Electron launch vehicles through the nine months ended September 30, 2025. We launched nine Electron vehicles in 2022, ten Electron vehicles in 2023 and 16 Electron vehicles in 2024. We have launched 14 Electron vehicles through the nine months ended September 30, 2025. Growth rates between launches and total launch service revenue are not perfectly correlated because our total revenue is affected by other variables, such as the revenue per launch, which can vary considerably based on factors such as unique orbit and insertion requirements, payload handling needs, launch location, time sensitivity of mission completion, method of revenue recognition and other factors.

Current wording

We built approximately 14 Electron launch vehicles in 2024 and approximately 24 Electron launch vehicles in 2025. We built approximately five Electron launch vehicles during the three months ended March 31, 2026. We launched 16 Electron vehicles in 2024 and 21 Electron vehicles in 2025. We launched six Electron vehicles during the three months ended March 31, 2026. Growth rates between launches and total launch service revenue are not perfectly correlated because our total revenue is affected by other variables, such as the revenue per launch, which can vary considerably based on factors such as unique orbit and insertion requirements, payload handling needs, launch location, time sensitivity of mission completion, method of revenue recognition and other factors.

Previous wording

We generated $155.1 million and $104.8 million in revenue for the three months ended September 30, 2025 and 2024, respectively, representing a year-on-year increase in revenue of approximately 48%. This year-on-year increase resulted from space systems revenue growth of $30.3 million, primarily driven by satellite manufacturing, and an increase in launch revenue of $20.0 million. Launch revenue growth was due to a higher launch cadence with four Electron launch missions completed in the three months ended September 30, 2025, versus three launch missions completed in the three months ended September 30, 2024, revenue recognized on over-time Electron launch missions, an increase in other launch revenue, which includes termination and study revenue, and a higher revenue per launch on point-in-time Electron launch missions.

Current wording

We generated $200.3 million and $122.6 million in revenue for the three months ended March 31, 2026 and 2025, respectively, representing a year-on-year increase in revenue of approximately 63%. This year-on-year increase resulted from space systems revenue growth of $49.7 million, primarily driven by satellite manufacturing, and an increase in launch revenue of $28.1 million. Launch revenue growth was due to a higher launch cadence with six Electron launch missions completed for the three months ended March 31, 2026, versus five launch missions completed for the three months ended March 31, 2025, revenue recognized on over-time Hypersonic Accelerator Suborbital Test Electron (“HASTE”) launch missions, an increase in other launch revenue, which includes study revenue and a higher revenue per launch on point-in-time Electron launch missions.

Previous wording

Revenue per launch represents the average transaction price attributable to launch contract performance obligations during the period in which the launch occurs, regardless of whether the revenue is recognized as point-in-time or over-time method of revenue recognition. This metric provides insight into general competitiveness and price sensitivity in the marketplace. Revenue per launch can vary considerably, based on factors such as unique orbit and insertion requirements, payload handling needs, launch location, time sensitivity of mission completion and other factors, and as such may not provide absolute clarity with regards to pricing and competitive dynamics in the marketplace. Cost per launch is calculated by taking actual costs of the launch vehicles that occur in the period, regardless of whether the costs were recognized at point-in-time or over-time method and all period costs in the period of launch.

Current wording

Revenue per launch represents the average transaction price attributable to launch contract performance obligations during the period in which the launch occurs, regardless of whether the revenue is recognized using the point-in-time or over-time method of revenue recognition. This metric provides insight into general competitiveness and price sensitivity in the marketplace. Revenue per launch can vary considerably, based on factors such as unique orbit and insertion requirements, payload handling needs, launch location, time sensitivity of mission completion and other factors, and as such may not provide absolute clarity with regards to pricing and competitive dynamics in the marketplace. Cost per launch is calculated by taking actual costs of the launch vehicles that occur in the period, regardless of whether the costs were recognized using the point-in-time or over-time method and all period costs in the period of launch.

Previous wording

In the three months ended September 30, 2025 and 2024, our revenue value per launch was $10.1 million and $7.0 million, respectively. Meanwhile, cost per launch for the three months ended September 30, 2025 and 2024 was $5.9 million and $5.0 million, respectively. The increase in revenue and cost per launch reflects changes in customer mix and mission complexity during the period in which the launches occurred.

Current wording

For the three months ended March 31, 2026 and 2025, revenue per launch was $9.3 million and $7.1 million, respectively. Meanwhile, cost per launch for the three months ended March 31, 2026 and 2025 was $5.4 million and $5.7 million, respectively. The increase in revenue per launch reflects changes in customer mix and mission complexity during the period in which the launches occurred.

Previous wording

Backlog represents future revenues that we would recognize in connection with the completion of all contracts and purchase orders that have been entered into by our customers but have not yet been fulfilled, excluding any customer options for future products or services that have not yet been exercised. Contracts for launch services and spacecraft builds typically include termination rights that may be exercised by customers upon advanced notice and payment of a specified termination fee. Our backlog increased from $1,067.0 million as of December 31, 2024 to $1,096.0 million as of September 30, 2025, of which $586.3 million is related to space systems and $509.7 million is related to launch services. The increase was primarily a result of continued bookings during the period and the acquisition of GEOST, partially offset by recognizing revenue on contracts during the period.

Current wording

Backlog represents future revenues that we would recognize in connection with the completion of all contracts and purchase orders that have been entered into by our customers but have not yet been fulfilled, excluding any customer options for future products or services that have not yet been exercised. Contracts for launch services and spacecraft builds typically include termination rights that may be exercised by customers upon advanced notice and payment of a specified termination fee. Backlog increased from $1,847.3 million as of December 31, 2025 to $2,219.8 million as of March 31, 2026, of which $1,298.3 million is related to space systems and $921.4 million is related to launch services. The increase was primarily a result of continued bookings during the period, partially offset by recognizing revenue on contracts during the period.

Previous wording

Research and development, net expense consists primarily include labor, prototype, professional services, materials, facilities and depreciation expense. We intend to continue to make significant investments in developing new products and enhancing existing products, including but not limited to our medium capacity Neutron launch vehicle, Electron’s first stage recovery, and spacecraft features and capabilities, as well as expanding our portfolio of spacecraft components and subsystems. Research and development expense will be variable relative to the number of products that are in development, validation or testing. However, we expect it to decline as a percentage of total revenue over time.

Current wording

Research and development expenses consist primarily of labor, prototype, professional services, materials, facilities and depreciation expense. We intend to continue to make significant investments in developing new products and enhancing existing products, including but not limited to our medium capacity Neutron launch vehicle and spacecraft features and capabilities, as well as expanding our portfolio of spacecraft components and subsystems. Research and development expenses will be variable relative to the number of products that are in development, validation or testing. However, we expect it to decline as a percentage of total revenue over time.

Previous wording

Selling, general and administrative expenses consist primarily of personnel-related expenses for our sales, marketing, supply chain, finance, legal, human resources and administrative personnel, as well as the costs of customer service, information technology, risk management and related insurance, travel, allocated overhead, other marketing, communications and administrative expenses and transaction expenses. We also expect to further invest in our corporate infrastructure and incur additional expenses associated with operating as a public company, including increased legal and accounting costs, investor relations and compliance costs. As a result, we expect that selling, general and administrative expenses will increase in absolute dollars in future periods but decline as a percentage of total revenue over time.

Current wording

Selling, general and administrative expenses consist primarily of personnel-related expenses for our sales, marketing, supply chain, finance, legal, human resources and administrative personnel, as well as the costs of customer service, information technology, risk management and related insurance, travel, allocated overhead, other marketing, communications, administrative and transaction expenses. We also expect to further invest in our corporate infrastructure and incur additional expenses associated with operating as a public company, including increased legal and accounting costs, investor relations and compliance costs. As a result, we expect that selling, general and administrative expenses will increase in absolute dollars in future periods but decline as a percentage of total revenue over time.

Previous wording

Interest income (expense), net consists primarily of interest expense incurred on debt and interest income earned on our cash and cash equivalents, short-term investments balances and marketable securities.

Current wording

Interest income consists primarily of interest income on our cash and cash equivalents, marketable securities and customer financing.

Previous wording

Gain (loss) on foreign exchange relates to currency fluctuations that generate foreign exchange gains or losses on invoices denominated in currencies other than the United States Dollar.

Current wording

Gain (loss) on foreign exchange relates to currency fluctuations that generate foreign exchange gains or losses on invoices denominated in currencies other than the U.S. Dollar.

Previous wording

The following table sets forth our consolidated statements of operations information and data as a percentage of revenue for the three months ended September 30, 2025 and 2024 (in thousands, except percentages):

Current wording

The following table sets forth our consolidated statements of operations and comprehensive loss information and data as a percentage of revenue for the three months ended March 31, 2026 and 2025 (in thousands, except percentages):

Previous wording

Cost of revenues increased by $58.7 million, or 26%, for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. Space systems cost of revenue was $205.2 million for the nine months ended September 30, 2025, an increase of $41.6 million, or 25%, primarily due to spacecraft manufacturing growth. Launch Services cost of revenues was $78.0 million in the nine months ended September 30, 2025, an increase of $17.1 million, or 28%, primarily due to a higher launch cadence.

Current wording

Cost of revenues increased by $36.5 million, or 42%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. Space systems cost of revenue was $88.4 million for the three months ended March 31, 2026, an increase of $29.5 million, or 50%, primarily due to spacecraft manufacturing growth and acquisitions. Launch services cost of revenues was $35.4 million for the three months ended March 31, 2026, an increase of $7.1 million, or 25%, primarily due to a higher launch cadence.

Previous wording

Research and development expense increased by $23.0 million, or 48%, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily due to Neutron development progress, increased staff and staff related expenses as a result of hiring and prototype spend focused on expanding our spacecraft and spacecraft components product portfolio.

Current wording

Research and development expenses increased by $25.4 million, or 46%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to Neutron development progress, increased staff and staff-related expenses as a result of hiring and prototype spend focused on expanding our spacecraft and spacecraft components product portfolio.

Previous wording

Selling, general and administrative expense increased by $13.4 million, or 42%, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily due to increased staff and staff related expenses to support revenue growth and increased transaction expenses related to managing an active acquisition pipeline.

Current wording

Selling, general and administrative expenses increased by $12.6 million, or 32%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to cancellations of RSUs resulting in a one-time stock-based compensation expense of $11.2 million, increased staff and staff-related expenses to support revenue growth and increased transaction expenses related to managing an active acquisition pipeline.

Previous wording

Gain on foreign exchange increased by $0.9 million, or 179%, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily due to fluctuations on the foreign exchange rates of the New Zealand Dollar and Canadian Dollar as compared to the U.S. Dollar.

Current wording

Gain on foreign exchange increased by $0.3 million, or 216%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to fluctuations on the foreign exchange rates of the New Zealand Dollar and Canadian Dollar as compared to the U.S. Dollar.

Previous wording

We recorded income tax benefit of $41.1 million for the three months ended September 30, 2025 and income tax expense of $0.9 million for the three months ended September 30, 2024. The effective tax rate was 69.2% for the three months ended September 30, 2025, compared to (1.9)% for the three months ended September 30, 2024. The effective tax rate differs from the federal statutory rate due primarily to a full valuation allowance against our U.S. deferred tax assets, including the release of the valuation allowance related to the deferred tax liability from the GEOST acquisition, as well as the impact of discrete items that may occur in any given year but which are not consistent from year-to-year.

Current wording

Benefit for income taxes increased by $1.0 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. The effective tax rate was 3.8% for the three months ended March 31, 2026, compared to 1.3% for the three months ended March 31, 2025. The effective tax rate differs from the federal statutory rate due primarily to a full valuation allowance against U.S. deferred tax assets, as well as the impact of discrete items that may occur in any given year but which are not consistent from year-to-year.

Previous wording

Since inception, we have funded our operations with proceeds from sales of our capital stock, convertible senior notes, term note debt, equipment financing, research and development grant proceeds, and cash flows from the sale of our products and services. As of September 30, 2025, we had $807.9 million of cash and cash equivalents and $215.1 million of marketable securities. Our primary requirements for liquidity and capital are for investment in new products and technologies, the expansion of existing manufacturing facilities, working capital, debt service, acquisitions of complementary businesses, products or technologies and general corporate needs. Historically, these cash requirements have been met through the net proceeds we received through private sales of equity securities and convertible senior notes, borrowings under our credit and equipment financing facilities, net proceeds received in our business combination, net proceeds received from our ATM Equity Offerings and payments received from customers.

Current wording

Since inception, we have funded our operations with proceeds from sales of our capital stock, convertible senior notes, term note debt, equipment financing, research and development grant proceeds, and cash flows from the sale of our products and services. As of March 31, 2026, we had $1.2 billion of cash and cash equivalents and $271.3 million of marketable securities. Our primary requirements for liquidity and capital are for investment in new products and technologies, the expansion of existing manufacturing facilities, working capital, debt service, acquisitions of complementary businesses, products or technologies and general corporate needs. Historically, these cash requirements have been met through the net proceeds we received through private sales of equity securities and convertible senior notes, borrowings under our credit and equipment financing facilities, net proceeds received in our business combination, net proceeds received from our ATM Equity Offerings and payments received from customers.

Previous wording

We believe that our existing cash and cash equivalents and payments from customers will be sufficient to meet our working capital and capital expenditure needs for at least the next twelve months, although we may choose to take advantage of opportunistic capital raising or refinancing transactions at any time primarily for the purposes noted above. We will continue to invest in increasing production and expanding our product offerings through acquisitions.

Current wording

We believe that our existing cash and cash equivalents and marketable securities and payments from customers will be sufficient to meet our working capital and capital expenditure needs for at least the next twelve months, although we may choose to take advantage of opportunistic capital raising or refinancing transactions at any time primarily for the purposes noted above. We will continue to invest in increasing production and expanding our product offerings through acquisitions.

Previous wording

As of September 30, 2025, we had outstanding $424.9 million in aggregate principal amount of indebtedness under our convertible senior notes, equipment financing agreement and other financing agreements, of which $17.1 million was scheduled to become due in the following twelve months. As of September 30, 2025, our total minimum lease payments was $153.2 million, of which $17.4 million is due in the following twelve months. For details regarding our indebtedness and lease obligations at September 30, 2025, refer to Note 11, Loan Agreements, and Note 14, Leases, to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Current wording

As of March 31, 2026, our total minimum lease payments was $152.3 million, of which $18.7 million is due in the following twelve months. For details regarding our indebtedness and lease obligations as of March 31, 2026, refer to Note 11 and Note 14, respectively, to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Previous wording

Our capital expenditures for the nine months ended September 30, 2025 were $106.6 million. Our future capital requirements will depend on many factors, including our launch cadence, traction in the market with our space systems offerings, the expansion of sales and marketing activities, the timing and extent of spending to support product development efforts, the introduction of new and enhanced products, the continuing market adoption of our products, the timing and extent of additional capital expenditures to invest in existing and new office spaces and the number of acquisitions of complementary businesses, products or technologies we pursue, if any. We may be required to seek additional equity or debt financing or we may choose to take advantage of opportunistic capital raising or financing transactions primarily for the purposes noted above. In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued product innovation, we may not be able to compete successfully, which would harm our business, operations and financial condition.

Current wording

Our capital expenditures for the three months ended March 31, 2026 were $27.1 million. Our future capital requirements will depend on many factors, including our launch cadence, traction in the market with our space systems offerings, the expansion of sales and marketing activities, the timing and extent of spending to support product development efforts, the introduction of new and enhanced products, the continuing market adoption of our products, the timing and extent of additional capital expenditures to invest in existing and new office spaces and the number of acquisitions of complementary businesses, products or technologies we pursue, if any. We may be required to seek additional equity or debt financing or we may choose to take advantage of opportunistic capital raising or financing transactions primarily for the purposes noted above. In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued product innovation, we may not be able to compete successfully, which would harm our business, operations and financial condition.

Previous wording

As of September 30, 2025, there was $355.0 million outstanding under our 4.250% Convertible Senior Notes due 2029 (the “Convertible Notes”), before unamortized discount and debt issuance costs of $8.0 million. In addition, as of September 30, 2025, there was $68.2 million outstanding under the Trinity Loan Agreement, before unamortized discount and debt issuance and end of term costs of $1.5 million and another financing agreement with $1.7 million outstanding.

Current wording

As of March 31, 2026, there was $37.6 million outstanding under our 4.250% Convertible Senior Notes due 2029 (the “Convertible Notes”), before unamortized discount and debt issuance costs of $0.7 million. For details regarding our outstanding loan agreements, refer to Note 11 of our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Previous wording

Net cash used in operating activities was $101.0 million for the nine months ended September 30, 2025 and consisted of $145.3 million in net loss, $58.3 million in non-cash activities and $14.0 million in cash used by operating assets and liabilities. Included in the non-cash activities are $52.9 million in stock-based compensation expense and $29.2 million in depreciation and amortization, partially offset by $33.0 million in deferred income taxes. Included in the cash used by operating assets and liabilities are $25.6 million in inventories, $19.4 million in accounts receivable, net, $17.5 million in prepaids and other current assets, $9.2 million in contract liabilities, $8.3 million in non-current lease liabilities, offset by cash provided in operating assets and liabilities including $43.4 million in employee benefits payable, $12.6 million in contract assets and $10.1 million in other non-current assets.

Current wording

For the three months ended March 31, 2026, net cash used in operating activities of $50.3 million consisted of $45.0 million in net loss, $46.5 million in non-cash activities and $51.8 million in cash used in operating assets and liabilities. Included in the non-cash activities are $28.1 million in stock-based compensation expense and $15.0 million in depreciation and amortization. Included in the cash used in operating assets and liabilities are $35.7 million in accounts receivable, $26.1 million in other non-current assets, $24.6 million in inventories, $13.4 million in contract assets and $8.2 million in trade payables, partially offset by cash provided by operating assets and liabilities of $45.8 million in contract liabilities, $10.8 million in accrued expenses and $4.1 million in prepaids and other current assets.

Previous wording

Cash used in investing activities for the nine months ended September 30, 2025 of $243.3 million was primarily driven by $132.4 million cash paid for the GEOST acquisition, $106.6 million of capital equipment and infrastructure investments and net maturities, purchases and sales of marketable securities of $4.6 million.

Current wording

For the three months ended March 31, 2026, net cash used in investing activities of $35.7 million consisted of $27.1 million of capital equipment and infrastructure investments, $8.0 million of cash paid for business combinations and net purchases and maturities of marketable securities of $1.3 million.

Previous wording

Cash provided by financing activities for the nine months ended September 30, 2025 of $881.7 million was primarily related to $845.3 million of net proceeds from the issuance of common stock under the ATM Equity Offerings, $24.7 million of net proceeds from a draw under the Trinity Loan Agreement and $15.0 million of net tax withholding, partially offset by $15.1 million of repayments under the Trinity Loan Agreement.

Current wording

For the three months ended March 31, 2026, net cash provided by financing activities of $463.3 million consisted of $445.6 million of net proceeds from the issuance of common stock under the ATM Equity Offerings and $12.5 million of net restricted stock units tax withholding.

Previous wording

There have been no material changes to our critical accounting policies and estimates as disclosed in our audited financial statements included in our Form 10-K, except as set forth below:

Current wording

There have been no material changes to our critical accounting policies and estimates as disclosed in our audited financial statements included in our Form 10-K.

Previous wording

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined under applicable SEC rules.

Current wording

During the periods presented, we did not have, and we do not currently have, any off-balance sheet arrangements, as defined under applicable SEC rules.

Previous wording

As of September 30, 2025, there was $355.0 million aggregate principal amount of issued and outstanding convertible senior notes of Rocket Lab USA that are fully and unconditionally guaranteed by the Company. Accordingly, pursuant to Rule 3-10 of Regulation S-X, separate consolidated financial statements of Rocket Lab USA have not been presented. As permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, we have excluded summarized financial information for Rocket Lab USA because the assets, liabilities and results of operations of Rocket Lab USA are not materially different than the corresponding amounts in the Company’s consolidated financial statements.

Current wording

As of March 31, 2026, there was $37.6 million aggregate principal amount of issued and outstanding convertible senior notes of Rocket Lab USA that are fully and unconditionally guaranteed by the Company. Accordingly, pursuant to Rule 3-10 of Regulation S-X, separate condensed consolidated financial statements of Rocket Lab USA have not been presented. As permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, we have excluded summarized financial information for Rocket Lab USA because the assets, liabilities and results of operations of Rocket Lab USA are not materially different than the corresponding amounts in the Company’s condensed consolidated financial statements.