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What changed in Rocket Lab Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Rocket Lab Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+338 added−309 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-27)

Top changes in Rocket Lab Corp's 2025 10-K

338 paragraphs added · 309 removed · 257 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

66 edited+12 added−6 removed77 unchanged
Biggest changeCorporate History and Background Our predecessor entity, Rocket Lab USA, Inc., completed a a merger with Vector Acquisition Corporation (“Vector”) on August 25, 2021 (the “Business Combination”), in conjunction with which Vector changed its name to Rocket Lab USA, Inc. 14 Table of Contents Risk Factors Summary You should carefully read the risks described below, this Annual Report on Form 10-K and especially consider the factors discussed in the section entitled “Risk Factors.” If any of the following events occur, our business, financial condition and operating results may be materially adversely affected.
Biggest changeAt the effective time of the Reorganization (“Effective Time”), (i) each share of Rocket Lab USA common stock, par value $0.0001 per share (“Rocket Lab USA Common Stock”), issued and outstanding immediately prior to the Effective Time, was automatically converted into one share of Rocket Lab Corporation common stock, par value $0.0001 per share, having the same designation, rights, powers, and preferences, and qualifications, limitations, and restrictions as a share of Rocket Lab USA Common Stock immediately prior to consummation of the Reorganization and (ii) each share of Rocket Lab USA Series A Convertible Participating Preferred Stock, par value $0.0001 per share (“Rocket Lab USA Preferred Stock”), issued and outstanding immediately prior to the Effective Time was automatically converted into one share of Rocket Lab Corporation Series A Convertible Participating Preferred Stock, par value $0.0001 per share, having the same designation, rights, powers, and preferences, and qualifications, limitations, and restrictions as a share of Rocket Lab USA Preferred Stock immediately prior to consummation of the Reorganization. 14 Table of Contents Risk Factors Summary You should carefully read the risks described below, this Annual Report on Form 10-K and especially consider the factors discussed in the section entitled “Risk Factors.” If any of the following events occur, our business, financial condition and operating results may be materially adversely affected.
We are currently constructing a dedicated launch pad located at the Mid-Atlantic Regional Spaceport within the NASA Wallops Flight Facility in Wallops Island, Virginia as a third launch complex, which we refer to as Launch Complex 3 (“LC-3”). LC-3 is being developed to receive and integrate Neutron launch vehicles to the Neutron launch pad.
We are currently constructing a dedicated launch pad located at the Mid-Atlantic Regional Spaceport within the NASA Wallops Flight Facility in Wallops Island, Virginia as a third launch complex, which we refer to as Launch Complex 3 (“LC-3”). LC-3 is being developed to receive and integrate Neutron launch vehicles.
Each of these strategic acquisitions brought incremental vertically-integrated capabilities for our own family of spacecraft and also enabled Rocket Lab to deliver high-volume manufacturing of critical spacecraft components and software solutions at scale prices to the broader merchant market. The family of spacecraft is configurable for a range of low Earth orbit, medium Earth orbit, geosynchronous orbit, and interplanetary missions.
Each of these strategic acquisitions brought incremental vertically-integrated capabilities for our own family of spacecraft and also enabled Rocket Lab to deliver high-volume manufacturing of critical spacecraft components and software solutions at scale prices to the broader merchant market. Our family of spacecraft is configurable for a range of low Earth orbit, medium Earth orbit, geosynchronous orbit, and interplanetary missions.
We strive to instill a manufacturing culture of continuous improvement and leverage best practices in quality control and worker safety across our facilities and have achieved Category-1 certification by the NASA Launch Services Program. We possess differentiated in-house rapid prototyping capabilities to support both research and development initiatives and to accelerate time-to-market benefits for critical production ramps.
We strive to instill a manufacturing culture of continuous improvement and leverage best practices in quality control and worker safety across our facilities. We have achieved Category-1 certification by the NASA Launch Services Program. We possess differentiated, in-house rapid prototyping capabilities to support both research and development initiatives and to accelerate time-to-market benefits for critical production ramps.
From this location we research, develop, design and manufacture solar power solutions in an approximately 160,000 square foot production and research and development complex. We have a ground lease for one building that expires on September 18, 2050 and a lease on the second building that expires on May 31, 2042.
From this location we research, develop, design and manufacture solar power solutions in an approximately 160,000 square foot production, research and development complex. We have a ground lease for one building that expires on September 18, 2050 and a lease on the second building that expires on May 31, 2042.
Competition We believe our main sources of competition fall into 4 categories: • companies providing dedicated and rideshare launch vehicles to deliver payloads to generic and custom planes/inclinations and altitude trajectories, such as Northrop Grumman, SpaceX, United Launch Alliance (a joint venture between Lockheed Martin Corporation and The Boeing Company), Firefly, Blue Origin, established Russian, Indian, Chinese, European and Japanese launch providers; • companies that are reported to have plans to provide launch vehicles that can deliver payloads to a range of planes/inclinations and altitude trajectories; • companies providing spacecraft solutions, such as Airbus, Lockheed, Boeing, General Atomics, General Dynamics, Maxar Technology, Northrop Grumman, Raytheon Technologies, Thales Alenia Space, Astro Digital and York Space Systems; and • companies providing spacecraft components in the commercial marketplace, such as Ball Aerospace, Raytheon, Collins Aerospace, Bradford Space, Honeywell Aerospace, GOMSpace, Redwire and Beyond Gravity.
Competition We believe our main sources of competition fall into 4 categories: • companies providing dedicated and rideshare launch vehicles to deliver payloads to generic and custom planes/inclinations and altitude trajectories, such as Northrop Grumman, SpaceX, United Launch Alliance (a joint venture between Lockheed Martin Corporation and The Boeing Company), Firefly, Blue Origin, and established Russian, Indian, Chinese, European and Japanese launch providers; • companies that are reported to have plans to provide launch vehicles that can deliver payloads to a range of planes/inclinations and altitude trajectories; • companies providing spacecraft solutions, such as Airbus, Lockheed, Boeing, General Atomics, General Dynamics, Maxar Technology, Northrop Grumman, Raytheon Technologies, Thales Alenia Space, Astro Digital, York Space Systems and L3Harris; and • companies providing spacecraft components in the commercial marketplace, such as Ball Aerospace, Raytheon, Collins Aerospace, Bradford Space, Honeywell Aerospace, GOMSpace, Redwire and Beyond Gravity.
Our space systems initiatives are supported by the design and manufacture of our family of spacecraft product lines, along with a range of merchant market components, software and services for spacecraft, including composite structures, reaction wheels, star trackers, radios, separation systems, solar power solutions, command and control software, high voltage space-grade batteries, and additional products in development.
Our space systems initiatives are supported by the design and manufacture of our family of spacecraft product lines, along with a range of merchant market components, software and services for spacecraft, including composite structures, reaction wheels, star trackers, radios, separation systems, solar power solutions, command and control software, high voltage space-grade batteries, optical systems, and additional products in development.
Rocket Lab’s space systems business also designs and manufactures a range of spacecraft components, including composite structures, reaction wheels, star trackers, radios, separation systems, solar power solutions, command and control software, high voltage space-grade batteries, and other products in development to serve a wide variety of missions.
Rocket Lab’s space systems business also designs and manufactures a range of spacecraft components, including composite structures, reaction wheels, star trackers, radios, separation systems, solar power solutions, command and control software, high voltage space-grade batteries, optical systems, and other products in development to serve a wide variety of missions.
Consistent with our endeavor to provide end-to-end space solutions for our customers, Rocket Lab has expanded beyond launch services into space systems, delivering spacecraft design services, spacecraft components, spacecraft manufacturing and other spacecraft and on-orbit management solutions that make it faster, easier and more affordable to access space.
Consistent with our endeavor to provide end-to-end space solutions for our customers, Rocket Lab has expanded beyond launch services into space systems, delivering spacecraft design services, spacecraft components, spacecraft manufacturing, optical systems and other spacecraft and on-orbit management solutions that make it faster, easier and more affordable to access space.
Electron’s kick stage enables the spacecraft to be placed in circular orbits, which is necessary for a spacecraft to maintain consistent altitude and is capable of engine restarts to deliver multiple payloads to a range of orbits, meeting precise orbit insertion requirements and deorbiting to avoid contributing to orbital debris.
Electron’s kick stage enables the spacecraft to be placed in circular orbits, which is necessary to maintain consistent altitude, and is capable of engine restarts to deliver multiple payloads to a range of orbits, meeting precise orbit insertion requirements and deorbiting to avoid contributing to orbital debris.
Our engineering teams across New Zealand, the United States, and Canada address all key areas of launch vehicle build, payload integration, launch operations, ground segment communications, on-orbit spacecraft operations management, and spacecraft component design and manufacturing.
Our engineering teams across New Zealand, the United States and Canada address all key areas of launch vehicle build, payload integration, launch operations, ground segment communications, on-orbit spacecraft operations and spacecraft component design and manufacturing.
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. and Advanced Solutions, Incorporated.
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 Advanced Solutions, Incorporated, Planetary Systems Corporation, SolAero Technologies Corp. and GEOST.
Our space systems have been used by a diverse mix of commercial, aerospace prime contractors and government customers. 5 Table of Contents Our Growth Strategy • Leverage our market position as the U.S.’ first commercially operational, dedicated small, orbital launch provider with NASA Category 1 certification, 54 successful launches and over 200 spacecraft deployed as of December 31, 2024 to win increasing numbers of launch services contracts, be entrusted with higher value payloads, and drive an increasing average selling price of our launch services. • Continue to expand into new launch service verticals, such as Hypersonic Accelerator Suborbital Test Electron (“HASTE”). • Expand our addressable launch market with the development of the medium-lift Neutron launch vehicle, where the additional lift capacity will enable significantly higher revenue per launch. • Apply manufacturing scaling and cost-reduction strategies to the production of our launch vehicles, spacecraft components and subsystems, and satellites to capture large constellation opportunities and increasing market share. • Expand our portfolio of spacecraft components by commercializing solutions developed for our launch vehicles and various spacecraft product lines, including avionics subsystems, radios and batteries. • Leverage our proven spacecraft product lines to provide streamlined hosted payload and technology demonstration capabilities in low Earth orbit to commercial and government customers without the need for customers to procure separately designed and built third-party spacecraft buses. • Build upon ongoing interplanetary spacecraft development efforts, as well as our announced Neutron launch vehicle development, to expand our addressable market for interplanetary scientific and commercial missions. • Leverage our cost and frequency advantaged “access to space,” enabled by our established launch assets and proven capabilities, to further penetrate the available market for on-orbit constellation management and ultimately address the space applications market, representing the largest addressable market in the space economy.
Our space systems have been used by a diverse mix of commercial, aerospace prime contractors and government customers. 5 Table of Contents Our Growth Strategy • Leverage our market position as the U.S.’ first commercially operational, dedicated small, orbital launch provider with NASA Category 1 certification, 75 successful launches and over 200 spacecraft deployed as of December 31, 2025 to win increasing numbers of launch services contracts, be entrusted with higher value payloads, and drive an increasing average selling price of our launch services. • Continue to expand into new launch service verticals, such as Hypersonic Accelerator Suborbital Test Electron (HASTE). • Expand our addressable launch market with the development of the medium-lift Neutron launch vehicle, where the additional lift capacity will enable significantly higher revenue per launch. • Apply manufacturing scaling and cost-reduction strategies to the production of our launch vehicles, spacecraft components and subsystems, and satellites to capture large constellation opportunities and increasing market share. • Expand our portfolio of spacecraft components by commercializing solutions developed for our launch vehicles and various spacecraft product lines, including avionics subsystems, radios and batteries. • Leverage our proven spacecraft product lines to provide streamlined hosted payload and technology demonstration capabilities in low Earth orbit to commercial and government customers without the need for customers to procure separately designed and built third-party spacecraft buses. • Build upon ongoing interplanetary spacecraft development efforts, as well as our announced Neutron launch vehicle development, to expand our addressable market for interplanetary scientific and commercial missions. • Leverage our cost and frequency advantaged “access to space,” enabled by our established launch assets and proven capabilities, to further penetrate the available market for on-orbit constellation management and ultimately address the space applications market, representing the largest addressable market in the space economy.
Our space systems are the building blocks for spacecraft, which includes composite structures, reaction wheels, star trackers, solar power solutions, radios, separation systems, and command and control spacecraft software.
Our space systems are the building blocks for spacecraft, which includes composite structures, reaction wheels, star trackers, solar power solutions, radios, separation systems, command and control spacecraft software and optical systems.
A loss of, or default by, one or more of these major customers, or a material adverse change in any such customer’s business or financial condition, could materially reduce our future revenues and contracted backlog. • Disruptions in U.S. government operations and funding could have a material adverse effect on our revenues, earnings and cash flows, and otherwise adversely affect our financial condition. • We may not be successful in developing new technology, including our Neutron launch vehicle, and the technology we are successful in developing may not meet the needs of our customers or potential new customers. • We operate in highly competitive industries and in various jurisdictions across the world which may cause us to have to reduce our prices. • Acquisitions or divestitures could result in adverse impacts on our operations. • Uncertain global macro-economic and political conditions could materially adversely affect our results of operations and financial condition. • We often rely on a single vendor or a limited number of vendors to provide certain key products or services and the inability of these key vendors to meet our needs could have a material adverse effect on our business. • Launch vehicles are subject to manufacturing delays, damage or destruction during pre-launch operations, and launch failures, the occurrence of which can materially and adversely affect our operations. • Spacecraft are subject to manufacturing and launch delays, damage or destruction during pre-launch operations, launch failures and incorrect orbital placement, the occurrence of which can materially and adversely affect our operations. • If our launch vehicles and spacecraft fail to operate as intended, it could have a material adverse effect on our business, financial condition and results of operations. • Our revenue, results of operations and reputation may be negatively impacted if our products contain defects or fail to operate in the expected manner. • Any inability to operate Electron at our anticipated launch rate could adversely impact our business, financial condition and results of operations. • Disruptions in the supply of key raw materials or components and difficulties in the supplier qualification process, as well as increases in prices of raw materials, could adversely impact us. • The expansion of our operations subjects us to additional risks that can adversely affect our operating results. 15 Table of Contents • Space is a harsh and unpredictable environment where our products and service offerings are exposed to a wide and unique range of environmental risks, including, among others, coronal mass ejections, solar flares and other extreme space weather events and potential collision with space debris or another spacecraft, which could adversely affect our launch vehicle and spacecraft performance. • Increased congestion from the proliferation of low Earth orbit constellations could materially increase the risks of potential collision with space debris or another spacecraft and limit or impair our launch flexibility and/or access to our own orbital slots. • Our business involves significant risks and uncertainties that may not be covered by insurance. • Interruption or failure of our infrastructure could hurt our ability to effectively perform our daily operations and provide and produce our products and services, which could damage our reputation and harm our operating results. • Any significant disruption in or unauthorized access to our computer systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks, could result in a loss or degradation of service, unauthorized disclosure of data, or theft or tampering of intellectual property, any of which could materially adversely impact our business. • If we cannot successfully protect our intellectual property, our business could suffer. • Third parties may allege that our technology violates their proprietary data rights, which could have a negative impact on our operations. • We are highly dependent on the services of Peter Beck, our President, Chief Executive Officer and Chairman, and if we are unable to retain Mr.
A loss of, or default by, one or more of these major customers, or a material adverse change in any such customer’s business or financial condition, could materially reduce our future revenues and contracted backlog. • Disruptions in U.S. government operations and funding could have a material adverse effect on our revenues, earnings and cash flows, and otherwise adversely affect our financial condition. • We may not be successful in developing new technology, including our Neutron launch vehicle, and the technology we are successful in developing may not meet the needs of our customers or potential new customers. • We operate in highly competitive industries and in various jurisdictions across the world which may cause us to have to reduce our prices. • Acquisitions or divestitures could result in adverse impacts on our operations. • Uncertain global macro-economic and political conditions could materially adversely affect our results of operations and financial condition. • We often rely on a single vendor or a limited number of vendors to provide certain key products or services and the inability of these key vendors to meet our needs could have a material adverse effect on our business. • Launch vehicles are subject to manufacturing delays, damage or destruction during pre-launch operations, and launch failures, the occurrence of which can materially and adversely affect our operations. • Spacecraft are subject to manufacturing and launch delays, damage or destruction during pre-launch operations, launch failures and incorrect orbital placement, the occurrence of which can materially and adversely affect our operations. • If our launch vehicles and spacecraft fail to operate as intended, it could have a material adverse effect on our business, financial condition and results of operations. • Our contracts may include performance-based payment terms that expose us to financial risks. • Our revenue, results of operations and reputation may be negatively impacted if our products contain defects or fail to operate in the expected manner. • Any inability to operate Electron at our anticipated launch rate could adversely impact our business, financial condition and results of operations. • Disruptions in the supply of key raw materials or components, including restrictions on our ability to obtain rare earth minerals, and difficulties in the supplier qualification process, as well as increases in prices of raw materials, could adversely impact us. 15 Table of Contents • The expansion of our operations subjects us to additional risks that can adversely affect our operating results. • Space is a harsh and unpredictable environment where our products and service offerings are exposed to a wide and unique range of environmental risks, including, among others, coronal mass ejections, solar flares and other extreme space weather events and potential collision with space debris or another spacecraft, which could adversely affect our launch vehicle and spacecraft performance. • Increased congestion from the proliferation of low Earth orbit constellations could materially increase the risks of potential collision with space debris or another spacecraft and limit or impair our launch flexibility and/or access to our own orbital slots. • Our business involves significant risks and uncertainties that may not be covered by insurance. • Interruption or failure of our infrastructure could hurt our ability to effectively perform our daily operations and provide and produce our products and services, which could damage our reputation and harm our operating results. • Any significant disruption in or unauthorized access to our computer systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks, could result in a loss or degradation of service, unauthorized disclosure of data, or theft or tampering of intellectual property, any of which could materially adversely impact our business. • If we cannot successfully protect our intellectual property, our business could suffer. • Third parties may allege that our technology violates their proprietary data rights, which could have a negative impact on our operations. • We are highly dependent on the services of Sir Peter Beck, our President, Chief Executive Officer and Chairman, and if we are unable to retain Mr.
The complex was designed to support both commercial and U.S. government launch services and is licensed to support 9 missions per year. The site can support launches to inclinations between 38 and 60 degrees. In addition to the dedicated launch pad for Electron, Rocket Lab also operates an Integration and Control Facility within the Wallops Research Park.
The complex was designed to support both commercial and U.S. government launch services and is licensed to support 8 missions per year. The site can support launches to inclinations between 38 and 60 degrees. In addition to the dedicated launch pad for Electron, Rocket Lab also operates an Integration and Control Facility within the Wallops Research Park.
We also operate a dedicated launch pad at NASA’s Wallops Flight Facility, at Wallops Island, Virginia, which we refer to as Launch Complex 2 (“LC-2”). LC-2 can support 24-hour rapid call-up capability for defense needs and urgent constellation replenishment and is currently licensed to launch 9 missions per year.
We also operate a dedicated launch pad at NASA’s Wallops Flight Facility, at Wallops Island, Virginia, which we refer to as Launch Complex 2 (“LC-2”). LC-2 can support 24-hour rapid call-up capability for defense needs and urgent constellation replenishment and is currently licensed to launch 8 missions per year.
We believe this gives us a significant competitive advantage over new and less-established market entrants to secure Rocket Lab both higher volume and market share and increasingly higher-value missions. • Unique Technologies: We have innovated around key launch vehicle and spacecraft features and capabilities, including: ◦ Carbon composite tanks and structures, delivering substantial mass-savings while maintaining high structural integrity; ◦ An electric, turbo-pump-fed rocket engine that delivers high-performance while removing the complexity associated with traditional gas generator cycle engines; ◦ We believe we were the first company to 3D print an orbital rocket engine, and as of December 31, 2024, have flight heritage with over 600 engines launched to space.
We believe this gives us a significant competitive advantage over new and less-established market entrants to secure Rocket Lab both higher volume and market share and increasingly higher-value missions. • Unique Technologies: We have innovated around key launch vehicle and spacecraft features and capabilities, including: ◦ Carbon composite tanks and structures, delivering substantial mass-savings while maintaining high structural integrity; ◦ An electric, turbo-pump-fed rocket engine that delivers high-performance while removing the complexity associated with traditional gas generator cycle engines; ◦ We believe we were the first company to 3D print an orbital rocket engine, and as of December 31, 2025, have flight heritage with over 800 engines launched to space.
This team is based primarily in the United States and focuses on government customers, such as the DoD, NASA, and other U.S. government agencies, as well as major domestic and international commercial spacecraft operators and spacecraft manufacturers. The business development team works closely with our engineering teams to develop optimal solutions for our customers.
This team is based primarily in the United States and focuses on government customers, such as the DoW, NASA, and other U.S. government agencies, as well as major domestic and international commercial spacecraft operators and spacecraft manufacturers. The business development team works closely with our engineering teams to develop optimal solutions for our customers.
Rocket Lab offers leadership training opportunities across the company, including internal and external resources and courses tailored specifically to developing our leadership pipeline. We also offer an internship program with a focus on skill enhancement and practical experience that prepares a new generation of talent to join Rocket Lab.
Rocket Lab offers training opportunities across the company, including internal and external resources and courses tailored to developing our talent pipeline. We also offer an internship program with a focus on skill enhancement and practical experience that prepares a new generation of talent to join Rocket Lab.
Electron is also capable of delivering spacecraft to deep space and interplanetary destinations, a capability which we successfully demonstrated with the launch of a NASA mission to the Moon in support of the agency’s Artemis program, Cislunar Autonomous Positioning System Technology Operations and Navigation Experiment (“CAPSTONE”).
Electron is also capable of delivering spacecraft to deep space and interplanetary destinations, a capability which we successfully demonstrated with the launch of a NASA mission to the Moon in support of the agency’s Artemis program, Cislunar Autonomous Positioning System Technology Operations and Navigation Experiment (CAPSTONE).
We deliver reliable launch services, spacecraft design services, spacecraft components, spacecraft manufacturing and other spacecraft and on-orbit management solutions that make it faster, easier and more affordable to access space. We believe that space has defined some of humanity’s greatest achievements and it continues to shape our future.
We deliver reliable launch services, spacecraft design services, spacecraft components, spacecraft manufacturing, optical systems and other spacecraft and on-orbit management solutions that make it faster, easier and more affordable to access space. We believe that space has defined some of humanity’s greatest achievements and it continues to shape our future.
Our spacecraft are intended for commercial, defense and civil government customers, including the DoD, NASA, other U.S. government agencies, and governments worldwide. Our first Photon spacecraft was successfully launched and placed into service in August 2020 and a second operational Photon was successfully launched in March 2021.
Our spacecraft are intended for commercial, defense and civil government customers, including the DoW, NASA, other U.S. government agencies, and governments worldwide. Our first Photon spacecraft was successfully launched and placed into service in August 2020 and a second operational Photon was successfully launched in March 2021.
Our family of spacecraft enable us to offer an end-to-end mission solution encompassing launch, full spacecraft manufacturing, ground services and mission operations to provide customers with streamlined access to orbit with Rocket Lab as a single mission partner.
Our family of spacecraft enables us to offer an end-to-end mission solution encompassing launch, full spacecraft manufacturing, ground services and mission operations to provide customers with streamlined access to orbit with Rocket Lab as a single mission partner.
Solar power solutions include a suite of vertically-integrated space solar cell, Coverglass Interconnected Cells (“CICs”) and panel products, each specifically designed for missions to low Earth orbit, medium Earth orbit, geosynchronous orbit or interplanetary applications.
Solar power solutions include a suite of vertically-integrated space solar cell, Coverglass Interconnected Cells (“CICs”) and solar array products, each specifically designed for missions to low Earth orbit, medium Earth orbit, geosynchronous orbit or interplanetary applications.
Successfully reaching orbit repeatedly and delivering mission success across more than seven years of launches demonstrates Electron as a mature launch vehicle, and showcases Rocket Lab’s sophisticated team and robust manufacturing infrastructure and processes.
Successfully reaching orbit repeatedly and delivering mission success across more than eight years of launches demonstrates Electron as a mature launch vehicle, and showcases Rocket Lab’s sophisticated team and robust manufacturing infrastructure and processes.
This facility is dedicated to secure vehicle and payload processing facilities. The facility can process several Electron launch vehicles and customer spacecraft concurrently, enabling rapid and responsive launch opportunities and parallel launch campaigns.
This facility is dedicated to secure vehicle and payload processing facilities. The facility can process several Electron launch vehicles and customer payloads concurrently, enabling rapid and responsive launch opportunities and parallel launch campaigns.
This facility is dedicated to secure vehicle and payload processing facilities. We are currently building out all of the physical infrastructure that we need in order to use this launch complex. Albuquerque, New Mexico Solar Cell Production Facility Our solar cell through panel production activities are conducted out of our Albuquerque, New Mexico facility.
This facility is dedicated to secure vehicle and payload processing facilities. We are currently building out all of the physical infrastructure that we need in order to use this launch complex. Albuquerque, New Mexico Solar Cell Production Facility Our solar cell through solar array production activities are conducted at our Albuquerque, New Mexico facility.
Corporate Information Our corporate headquarters are located at 3881 McGowen Street, Long Beach, California 90808, and our telephone number is (714) 465-5737. Our website is located at www.rocketlabusa.com.
Corporate Information Our corporate headquarters are located at 3881 McGowen Street, Long Beach, California 90808, and our telephone number is (714) 465-5737. Our website is located at www.rocketlabcorp.com.
Our facilities can support up to 120 launch opportunities every year from LC-1, which is our private launch complex in Mahia, New Zealand, and up to 9 launch opportunities every year from LC-2 at NASA’s Wallops Flight Facility, at Wallops Island, Virginia. • Space Systems: We provide spacecraft solutions for government and commercial customers ranging from selling individual spacecraft components for use by customers in constructing their own spacecraft to complete spacecraft design, manufacture and on-orbit operations.
Our operational launch facilities can support Electron and HASTE for up to 120 launch opportunities every year from LC-1, which is our private launch complex in Mahia, New Zealand, and up to 8 launch opportunities every year from LC-2 at NASA’s Wallops Flight Facility, at Wallops Island, Virginia. • Space Systems: We provide spacecraft solutions for government and commercial customers ranging from selling individual spacecraft components for use by customers in constructing their own spacecraft to complete spacecraft design, manufacture and on-orbit operations.
Our lease for our corporate headquarters location expires on June 30, 2027, and we have the option to extend the term of the lease for up to two additional periods of five years each thereafter. The Engine Development Center lease expires on June 30, 2025 and has an option to extend the term for five years.
Our lease for our corporate headquarters location expires on June 30, 2027, and we have the option to extend the term of the lease for up to two additional periods of five years each thereafter. The Engine Development Center lease expires on November 30, 2030 and has an option to extend the term for five years.
We believe that we compete favorably across these factors. 12 Table of Contents Intellectual Property The protection of our technology and intellectual property is an important aspect of our business. We rely upon a combination of patents, trademarks, trade secrets, copyrights, confidentiality procedures, contractual commitments and other legal rights to establish and protect our intellectual property.
We believe that we compete favorably across these factors. 12 Table of Contents Intellectual Property The protection of our technology and intellectual property is an aspect of our business. We use a combination of patents, trademarks, trade secrets, copyrights, confidentiality procedures, contractual commitments and other legal rights to establish and protect our intellectual property.
Key areas of technical focus include composite structures, additive manufacturing, machining, avionics and power systems, propulsion assembly and test, spacecraft system design assembly and test, solar cell foundry through panel design and manufacturing, printed circuit-board design, optics integration, guidance and navigation, attitude direction and command and control, amongst other engineering focus areas.
Key areas of technical focus include composite structures, additive manufacturing, machining, avionics and power systems, propulsion assembly and test, spacecraft system design assembly and test, solar cell foundry through solar array design and manufacturing, printed circuit-board design, optical systems and integration, guidance and navigation, attitude direction and command and control, amongst other engineering focus areas.
We are dedicated to fostering an environment where all team members feel respected and can perform at their best, aligned with our goals to optimize team functionality and productivity. 13 Table of Contents Talent Our Rocket Lab team members are incredibly talented, and we are dedicated first and foremost to fostering and growing talent from within.
We are dedicated to fostering an environment where all team members feel respected and can perform at their best, aligned with our goals to optimize team functionality and productivity. Talent Our Rocket Lab team members are incredibly talented, and we are dedicated first and foremost to fostering and growing talent from within.
With 54 successful orbital missions and over 200 spacecraft deployed through December 31, 2024, and a growing number of Rocket Lab spacecraft components operating on orbit, our team has a high-level of insight into customer requirements and evolving industry trends, putting us in a strong position to ensure our products and services meet customer needs.
With 75 successful missions and over 200 spacecraft deployed through December 31, 2025, and a growing number of Rocket Lab spacecraft components operating on orbit, our team has a high-level of insight into customer requirements and evolving industry trends, putting us in a strong position to ensure our products and services meet customer needs.
Building on our strong foundation with Electron, we are now developing our Neutron launch vehicle. We anticipate Neutron will have a payload capacity of approximately 15,000 kg for expendable launches to low Earth orbit and support lighter payloads for reusable configurations and into higher orbits. Neutron is tailored for large constellation deployments, interplanetary missions and potentially for human spaceflight.
Building on our strong foundation with Electron, we are now developing our Neutron launch vehicle. We anticipate Neutron will have a payload capacity of approximately 13,000 kg for reusable configuration launches to low Earth orbit and support lighter payloads for higher orbits. Neutron is tailored for large constellation deployments, interplanetary missions and potentially for human spaceflight.
Our space systems business utilizes our launch services, merchant spacecraft components, spacecraft design services, our family of spacecraft products, partnerships with global ground network service providers, as well as our own ground station network, and on-orbit constellation management capabilities to provide customers complete solutions that encompass spacecraft design, build, launch and on-orbit operations. 4 Table of Contents Our Competitive Strengths • Flight Heritage – First Mover Advantage: Electron is the first small launch vehicle to establish frequent and reliable access to space with 54 successful orbital missions and over 200 spacecraft deployed through December 31, 2024, and 56 successful missions as of February 27, 2025.
Our space systems business utilizes our launch services, merchant spacecraft components, spacecraft design services, our family of spacecraft products, partnerships with global ground network service providers, as well as our own ground station network, and on-orbit constellation management capabilities to provide customers complete solutions that encompass design, build, launch and on-orbit operations. 4 Table of Contents Our Competitive Strengths • Flight Heritage – First Mover Advantage: Electron is the first small launch vehicle to establish frequent and reliable access to space with 75 successful missions and over 200 spacecraft deployed through December 31, 2025, and 77 successful missions as of February 26, 2026.
We have our rocket propulsion and avionics manufacturing facilities in Long Beach, California, composite manufacturing, high-voltage battery systems, launch vehicle integration and propulsion testing in Auckland, New Zealand, space solar cell through panel production in Albuquerque, New Mexico and launch complexes in Mahia, New Zealand and Wallops Island, Virginia.
We have our rocket propulsion and avionics manufacturing facilities in Long Beach, California, composite manufacturing, high-voltage battery systems, launch vehicle integration and propulsion testing in Auckland, New Zealand, space solar cell through solar array production in Albuquerque, New Mexico, optical systems in Tucson, Arizona and launch complexes in Mahia, New Zealand and Wallops Island, Virginia.
The motorized lightband is a ringed system with sizes from 8-inches in diameter up to 39-inches in diameter. Lightbands deploy spacecraft via motors and a mechanical linkage. The CSD is a reliable and cost-effective housing for small spacecraft that protect spacecraft during launch and deploys them in space.
The motorized lightband is a ringed system with sizes from 8-inches in diameter up to 39-inches in diameter. Lightbands deploy spacecraft via motors and a mechanical linkage. The CSD is a reliable and cost-effective housing that protects spacecraft during launch and deploys them into space.
Since our first Electron launch in 2017 through December 31, 2024, we have delivered over 200 spacecraft to space across 54 successful orbital missions for commercial and government customers, including the United States (“U.S.”) Department of Defense (“DoD”), the National Aeronautics and Space Administration (“NASA”), the Defense Advanced Research Projects Agency (“DARPA”), the National Reconnaissance Office (“NRO”), and a number of domestic and international commercial spacecraft operators including Blacksky Holdings, Canon, Kinéis, Capella Space, Planet, OHB Group and Synspective.
Since our first Electron launch in 2017 through December 31, 2025, we have delivered over 200 spacecraft to orbit across 75 successful missions for commercial and government customers, including the United States (“U.S.”) Department of War (“DoW”), the National Aeronautics and Space Administration (“NASA”), the Defense Advanced Research Projects Agency (“DARPA”), the National Reconnaissance Office (“NRO”), and a number of domestic and international commercial spacecraft operators including Blacksky Holdings, Canon, Kinéis, Capella Space, Planet, OHB Group and Synspective.
Neutron launches are planned to take place from Virginia’s Mid-Atlantic Regional Spaceport located at the NASA Wallops Flight Facility. 7 Table of Contents Space Systems We provide components and services to the space economy, including spacecraft components, design services, and spacecraft-as-a-service from low Earth orbit to deep space and interplanetary missions.
Neutron launches are planned to take place from LC-3 at Virginia’s Mid-Atlantic Regional Spaceport located at the NASA Wallops Flight Facility, which is currently under construction. 7 Table of Contents Space Systems We provide components and services to the space economy, including spacecraft components, design services, and spacecraft-as-a-service from low Earth orbit to deep space and interplanetary missions.
We conduct these operations at four adjacent leased buildings comprising an approximately 200,000 square foot research and development and production complex in Auckland, New Zealand (the “Auckland complex”).
We conduct these operations at four adjacent leased buildings comprising an approximately 200,000 square foot complex in Auckland, New Zealand (the “Auckland complex”).
Rocket Lab has access to two launch pads at the Mid-Atlantic Regional Spaceport within NASA Wallops Flight Facility in Wallops Island, Virginia: LC-2, which is operational, and LC-3, which is currently under construction. • A complete end-to-end space solution: Providing services and data from space has traditionally meant relying on multiple suppliers and mission partners.
Rocket Lab also has access to two launch pads at the Mid-Atlantic Regional Spaceport within NASA Wallops Flight Facility in Wallops Island, Virginia: LC-2, which is operational, and LC-3, which is expected to be in service in 2026. • A complete end-to-end space solution: Providing services and data from space has traditionally meant relying on multiple suppliers and mission partners.
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.
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.
Auckland, New Zealand R&D and Production Complexes From this location we conduct research and development and design and manufacturing of launch vehicles, conduct remote launch activities, and design and manufacture a range of components and subsystems for our spacecraft family and broader merchant market spacecraft components.
Auckland, New Zealand R&D and Production Complexes From this location we conduct research and development, design and manufacturing of launch vehicles, perform remote launch activities and design and manufacture a range of components and subsystems for our internal and merchant spacecraft demands.
We are also currently developing Neutron, a medium-lift launch vehicle, which we expect will provide efficient constellation launch services for payloads up to 15,000 kg for expendable launches to low Earth orbit and for lighter payloads into higher orbits.
We are also currently developing Neutron, a medium-lift launch vehicle, which we expect will provide efficient constellation launch services for payloads up to 13,000 kg for reusable configuration launches to low Earth orbit and support lighter payloads for higher orbits.
We provide customers with frequent, reliable and cost-effective access to orbit for this new generation of small spacecraft with Electron, a fully carbon composite launch vehicle powered by Rutherford, our electric turbopump 3D printed engines.
We provide customers with frequent, reliable and cost-effective access to orbit with Electron, a fully carbon composite launch vehicle powered by Rutherford, our electric turbopump 3D printed engines.
Our launch services program has seen us develop many industry-leading innovations, including 3D printed electric turbo-pump rocket engines, fully carbon composite fuel tanks, a private orbital launch complex, a kick 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.
Our launch services program has seen us develop many industry-leading innovations, including 3D printed electric turbo-pump rocket engines, fully carbon composite fuel tanks, a private orbital launch complex, a kick stage that can be configured to convert into a highly capable spacecraft on orbit.
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 54 successful orbital missions through December 31, 2024.
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 75 successful missions through December 31, 2025. In 2025, Electron was the second most frequently launched orbital rocket.
By leveraging the experiences, knowledge, and cultures of our team members, we generate innovative solutions and maintain high performance levels across all areas of our organization. We emphasize the importance of teamwork and valuing each individual's contributions towards streamlined operations.
Operational Excellence At Rocket Lab, we prioritize operational excellence and efficiency as key drivers for our success. By leveraging the experiences, knowledge, and cultures of our team members, we generate innovative solutions and maintain high performance levels across all areas of our organization. We emphasize the importance of teamwork and valuing each individual's contributions towards streamlined operations.
We believe our launch infrastructure is a key part of our success. We currently operate a private launch complex located in Mahia, New Zealand, which we refer to as Launch Complex 1 (“LC-1”).
We currently operate a private launch complex located in Mahia, New Zealand, which we refer to as Launch Complex 1 (“LC-1”).
In 2024, Electron was the second most frequently launched orbital rocket by companies operating in the United States and the second most frequent orbital launcher globally. Rocket Lab’s frequent launch cadence has been enabled through innovative manufacturing techniques for Electron, including 3D printing and automation, but production is only part of the formula for frequent and reliable launch.
In 2025, Electron was the second most frequently launched orbital rocket. Rocket Lab’s frequent launch cadence has been enabled through innovative manufacturing techniques for Electron, including 3D printing and automation, but production is only part of the formula for frequent and reliable launch. We believe our launch infrastructure is a key part of our success.
As of December 31, 2024, we have launched and deployed over 200 spacecraft for our customers, which includes government customers, such as the DoD, NASA and other U.S. government agencies. We also provide launch services to major domestic and international commercial and government spacecraft operators. Our launch services have been used by more than 20 organizations. Space Systems.
As of December 31, 2025, we have launched and deployed over 200 spacecraft for our customers, which includes government customers, such as the United States Department of War (“DoW”), NASA and other U.S. government agencies. We also provide launch services to major domestic and international commercial and government spacecraft operators.
This dynamic spirit is showcased annually during our Rocket Challenge and employee awards ceremony. During the Rocket Challenge, teams come together globally across our sites and disciplines, putting aside their regular tasks to design and launch the most impressive small rockets. This event highlights quick thinking, innovative craftsmanship, and strong team camaraderie.
During the Rocket Challenge, teams come together globally across our sites and disciplines, putting aside their regular tasks to design and launch the most impressive small rockets. This event highlights quick thinking, innovative craftsmanship, and strong team camaraderie. The event concludes with a special awards ceremony where we honor the winners of our annual staff awards recognizing their exceptional contributions.
As of December 31, 2024, 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 Corp (acquired November 2021) and SolAero Technologies Corp. (acquired January 2022).
Our launch services have been used by more than 20 organizations. Space Systems. As of December 31, 2025, we have flight hardware 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.
We partner closely with schools and universities both locally and nationally including hosting hiring events and info sessions to grow our internship cohort and broader employee population. Additionally, we have supported individuals impacted by local aerospace layoffs by hosting and attending hiring events dedicated to finding them employment.
We partner closely with schools and universities both locally and nationally including hosting hiring events and info sessions to grow our internship cohort and broader employee population.
Supported by the executive leadership team, Rocket Lab employees are empowered to make decisions and take steps to identify and correct hazards to ensure they maintain a safe and healthy workplace for themselves, colleagues and our business. Operational Excellence At Rocket Lab, we prioritize operational excellence and efficiency as key drivers for our success.
Safety Rocket Lab has robust health and safety policies, systems, and processes across the business to enable a safe working environment. Supported by the executive leadership team, Rocket Lab employees are empowered to make decisions and take steps to identify and correct hazards to ensure they maintain a safe and healthy workplace for themselves, colleagues and our business.
As one of select few commercial companies delivering regular access to orbit, our proven launch vehicle, spacecraft technology and global infrastructure uniquely position us to grow in this dynamic market.
We are motivated by the impact we can have on Earth by making it easier to get to space and using it as a platform for innovation, exploration and infrastructure. As one of select few commercial companies delivering regular access to orbit, our proven launch vehicle, spacecraft technology and global infrastructure uniquely position us to grow in this dynamic market.
Beck, our ability to compete could be harmed. • Our inability to hire or retain key personnel could adversely affect our business, operating results and financial condition. • Labor-related matters, including labor disputes, may adversely affect our operations. • Given the relative contribution and materiality of our New Zealand operations, fluctuations in foreign exchange rates or future hedging activities could have a negative impact on our business. • We may require additional capital to support business growth, and this capital might not be available on company favorable terms, if at all, or may be available only by diluting existing stockholders or putting excessive debt leverage and insolvency risk on the business. • We are obligated in our existing equipment financing agreement to comply with covenants that restrict our operating activities, and we may become obligated in future credit facilities or other debt agreements to comply with financial and other covenants that could further restrict our operating activities.
Beck, our ability to compete could be harmed. • Our inability to hire or retain key personnel could adversely affect our business, operating results and financial condition. • Labor-related matters, including labor disputes, may adversely affect our operations. • Given the relative contribution and materiality of our New Zealand operations, fluctuations in foreign exchange rates or future hedging activities could have a negative impact on our business. • We may require additional capital to support business growth, and this capital might not be available on company favorable terms, if at all, or may be available only by diluting existing stockholders or putting excessive debt leverage and insolvency risk on the business. • Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under our debt instruments when they come due. • We may be unable to raise the funds necessary to repurchase our convertible senior notes for cash following a fundamental change, or to pay any cash amounts due upon conversion, and our other then-existing indebtedness may limit our ability to repurchase the notes or pay cash upon their conversion. • We are subject to counterparty risk with respect to the capped call transactions, and the capped call may not operate as planned. 16 Table of Contents
Launch Services We design, manufacture and launch orbital and suborbital rockets to deploy payloads across a range of government and commercial missions from low Earth orbit to interplanetary destinations. 6 Table of Contents Electron is our orbital small launch vehicle that was designed to accommodate a high launch cadence business model to meet the growing and dynamic needs of our customers for small spacecraft launch services.
Electron is our orbital small launch vehicle that was designed to accommodate a high launch cadence business model to meet the growing and dynamic needs of our customers for small spacecraft launch services.
We believe that fostering this culture of collaboration, competition, and celebration significantly enhances our ability to attract, retain, and engage our team. It keeps our employees motivated and deeply involved in the meaningful work that furthers our mission. Safety Rocket Lab has robust health and safety policies, systems, and processes across the business to enable a safe working environment.
This spirit of competition is particularly strong among employees with the technical skills and experience essential to our business. We believe that fostering this culture of collaboration, competition, and celebration significantly enhances our ability to attract, retain, and engage our team. It keeps our employees motivated and deeply involved in the meaningful work that furthers our mission.
We generally enter into confidentiality agreements and invention or work product assignment agreements with our employees and consultants to control access to, and clarify ownership of, our proprietary information. As of December 31, 2024, we held more than 200 issued U.S. patents and more than 90 issued foreign patents. Our U.S. issued patents expire between 2025 and 2042.
We generally enter into confidentiality agreements and invention or work product assignment agreements with our employees and consultants to control access to, and clarify ownership of, our proprietary information. Human Capital As of December 31, 2025, we had over 2,600 full-time permanent employees worldwide.
CAPSTONE was deployed on its ballistic lunar transfer trajectory to the Moon in July 2022 and in November 2022 was inserted into it near rectilinear halo orbit as planned. Our spacecraft have also been selected for interplanetary missions to Mars and Venus.
The CAPSTONE spacecraft was deployed on its ballistic lunar transfer trajectory to the Moon in July 2022 and in November 2022 was inserted into it near rectilinear halo orbit as planned. In November 2025, our twin spacecraft, Blue and Gold, were put into orbit as part of NASA’s Escape and Plasma Acceleration and Dynamics Explorers (ESCAPADE) mission.
With our end-to-end space systems, customers can procure launch services, spacecraft, ground services and on-orbit management from one source, significantly streamlining their access to space.
With our end-to-end space systems, customers can procure launch services, spacecraft, ground services and on-orbit management from one source, significantly streamlining their access to space. 6 Table of Contents Launch Services We design, manufacture and launch orbital and suborbital rockets to deploy payloads across a range of government and commercial missions from low Earth orbit to interplanetary destinations.
Governmental Regulation Compliance with various governmental regulations has an impact on our business, including our capital expenditures, revenue, earnings and competitive position, which can be material.
Additionally, we have supported individuals impacted by local aerospace layoffs by hosting and attending hiring events dedicated to finding them employment. 13 Table of Contents Governmental Regulation Compliance with various governmental regulations has an impact on our business, including our capital expenditures, revenue, earnings and competitive position, which can be material.
Electron is currently launched from our private launch complex in Mahia, New Zealand and our launch complex at NASA’s Wallops Flight Facility, at Wallops Island, Virginia. As of December 31, 2024, Electron had successfully launched 54 times and deployed over 200 spacecraft to orbit.
As of December 31, 2025, Electron had successfully launched 75 times and deployed over 200 spacecraft to orbit.
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We are motivated by the impact we can have on Earth by making it easier to get to space and to use it as a platform for innovation, exploration and infrastructure.
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(acquired January 2022) and GEOST LLC (“GEOST”) (acquired August 2025).
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In 2024, Electron was the second most frequently launched orbital rocket by companies operating in the United States and established Rocket Lab as the second most frequent orbital launcher globally.
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HASTE is a suborbital testbed launch vehicle derived from Rocket Lab’s heritage Electron rocket. HASTE provides reliable, high-cadence flight test opportunities needed to advance hypersonic and suborbital system technology development. Electron is currently launched from our private launch complex in Mahia, New Zealand and our launch complex at NASA’s Wallops Flight Facility, at Wallops Island, Virginia.
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As of December 31, 2024, we held more than 12 registered trademarks in the United States, including the Rocket Lab mark, and also held approximately 20 registered trademarks in foreign jurisdictions. We continually review our development efforts to assess the existence and patentability of new intellectual property.
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Our Optical Systems business develops and builds advanced electro-optical and infrared (“EO/IR”) sensor payloads for national security space missions. Specializing in space domain awareness, missile tracking, and tactical intelligence, we provide high-performance, affordable, and compact hardware for military satellites and ground-based surveillance systems.
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We intend to continue to file additional patent applications with respect to our technology. Human Capital As of December 31, 2024, we had over 2,100 full-time permanent employees worldwide, representing more than 25% increase in headcount from December 31, 2023.
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Our optical systems are used for space domain awareness to track and monitor space objects of interest, for missile warning, tracking and defense, and for space protection to identify potential threats to satellites and other space assets.
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The day concludes with a special awards ceremony where we honor and celebrate the winners of our annual staff awards recognizing their exceptional contributions. This spirit of competition is particularly strong among employees with the technical skills and experience essential to our business.
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Tucson, Arizona Optical Systems Facility Our optical systems business is based out of our Tucson, Arizona facilities. At these facilities we research, develop, design and manufacture advanced EO/IR sensor payloads. We have various leases that expire between 2028 and 2032.
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A failure to comply could result in a default which could, if not waived by the lenders, result in increased cost, inability to make future draws on credit facilities to the extent then available, acceleration of the payment of any outstanding amounts and potentially foreclosure on our assets securing our obligations. • Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under our debt instruments when they come due. • We may be unable to raise the funds necessary to repurchase our convertible senior notes for cash following a fundamental change, or to pay any cash amounts due upon conversion, and our other then-existing indebtedness may limit our ability to repurchase the notes or pay cash upon their conversion. • The capped call transactions may affect the value of our convertible senior notes and our common stock. • We are subject to counterparty risk with respect to the capped call transactions, and the capped call may not operate as planned. 16 Table of Contents
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This dynamic spirit is showcased during our various workforce events, including milestone celebrations, launch viewing gatherings, community engagement opportunities, collaborations with local and regional organizations promoting aerospace and STEM education, holiday celebrations and even our annual Rocket Challenge and employee awards ceremony.
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The U.S. government may terminate any of our government contracts and subcontracts either at their convenience or for default based on our performance. If a contract is terminated for convenience, we generally are protected by provisions covering reimbursement for costs incurred on the contract, up to termination, and profit on those costs.
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If a contract is terminated for default, we generally are entitled to payment for our work that has been accepted by the U.S. government; however, the U.S. government could make claims to reduce our recovery or recoup its procurement costs and could assess other special penalties.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

101 edited+24 added−27 removed223 unchanged
Biggest changeWe expect to issue additional capital stock or securities exercisable for or convertible into capital stock in the future that will result in dilution to all other stockholders. We expect to grant equity awards to employees, directors and consultants under the Equity Incentive Plan. We may also raise capital through equity financings in the future.
Biggest changeWe expect to grant equity awards to employees, directors and consultants under the Equity Incentive Plan. We may also raise capital through equity financings in the future. As part of our business strategy, we may acquire or make investments in complementary companies, products or technologies and issue equity securities to pay for any such acquisition or investment.
Our current development projects include spacecraft capabilities; new reaction wheel sizes; and a new medium-lift rocket, called Neutron, for constellation deployment, interplanetary missions and human spaceflight. Our products and services embody complex technology and may not always be compatible with current and evolving technical standards and systems developed by others.
Our current development projects include spacecraft capabilities; new reaction wheel sizes; and a new medium-lift rocket, called Neutron, for constellation deployment, interplanetary missions and potentially human spaceflight. Our products and services embody complex technology and may not always be compatible with current and evolving technical standards and systems developed by others.
Large indemnity payments could harm our business, operating results and financial condition. We are highly dependent on the services of Peter Beck, our President, Chief Executive Officer and Chairman, and if we are unable to retain Mr. Beck, our ability to compete could be harmed. Our success depends, in part, on our ability to retain our key personnel.
Large indemnity payments could harm our business, operating results and financial condition. We are highly dependent on the services of Sir Peter Beck, our President, Chief Executive Officer and Chairman, and if we are unable to retain Mr. Beck, our ability to compete could be harmed. Our success depends, in part, on our ability to retain our key personnel.
We expect our operating expenses and capital expenditures to significantly increase as we make significant investments, expand our operations and infrastructure, develop and introduce new technologies, and hire additional personnel. These efforts may be more costly than we expect and may not result in revenue growth or increased efficiency.
We expect our operating expenses and capital expenditures to significantly increase as we continue to make significant investments, expand our operations and infrastructure, develop and introduce new technologies, and hire additional personnel. These efforts may be more costly than we expect and may not result in revenue growth or increased efficiency.
In that event, we expect that we would be subject to additional risks related to entering into other international business relationships, including: • restructuring our operations to comply with local regulatory regimes; • identifying, hiring and training highly skilled personnel; • unexpected changes in tariffs, trade barriers and regulatory requirements; • economic weakness, including inflation, or political instability in foreign economies and markets; • compliance with tax, employment, immigration and labor laws for employees living or traveling abroad; • foreign taxes, including withholding of payroll taxes; • the need for U.S. government approval to operate our launch vehicles and spacecraft systems outside the United States; • foreign currency fluctuations, which could result in increased operating expenses and reduced revenue; • government appropriation of assets; • workforce uncertainty in countries where labor unrest is more common than in the United States; and • disadvantages of competing against companies from countries that are not subject to U.S. laws and regulations, including anti-corruption laws and anti-money laundering regulations, as well as exposure of our foreign operations to liability under these regulatory regimes.
In that event, we expect that we would be subject to additional risks related to entering into other international business relationships, including: • restructuring our operations to comply with local regulatory regimes; • identifying, hiring and training highly skilled personnel; • unexpected changes in tariffs, trade barriers and regulatory requirements; 32 Table of Contents • economic weakness, including inflation, or political instability in foreign economies and markets; • compliance with tax, employment, immigration and labor laws for employees living or traveling abroad; • foreign taxes, including withholding of payroll taxes; • the need for U.S. government approval to operate our launch vehicles and spacecraft systems outside the United States; • foreign currency fluctuations, which could result in increased operating expenses and reduced revenue; • government appropriation of assets; • workforce uncertainty in countries where labor unrest is more common than in the United States; and • disadvantages of competing against companies from countries that are not subject to U.S. laws and regulations, including anti-corruption laws and anti-money laundering regulations, as well as exposure of our foreign operations to liability under these regulatory regimes.
The new U.S. government administration has been aggressively pursuing cost reductions policies and elimination of government agencies and programs that could negatively impact the funding of government projects and programs in which we or our customers participate or compete for new contracts.
The U.S. government has been aggressively pursuing cost reductions policies and elimination of government agencies and programs that could negatively impact the funding of government projects and programs in which we or our customers participate or compete for new contracts.
Commercial space launch activities require licenses from the Department of Transportation and, for launches from Launch Complex 1, the New Zealand Space Agency. Our license to conduct launches at Launch Complex 2 requires certification of our flight termination system software by NASA.
Commercial space launch activities require licenses from the Department of Transportation and, for launches from Launch Complex 1, the New Zealand Space Agency. Our license to conduct launches at LC-2 requires certification of our flight termination system software by NASA.
We are highly dependent on the services of Peter Beck, our President, Chief Executive Officer and Chairman. Mr. Beck is the source of many, if not most, of the ideas and execution driving our company. Mr.
We are highly dependent on the services of Sir Peter Beck, our President, Chief Executive Officer and Chairman. Mr. Beck is the source of many, if not most, of the ideas and execution driving our company. Mr.
Our current and contemplated operations subject us to a variety of risks, including: • recruiting and retaining talented and capable management and employees; • competition from other companies with significant market share in those markets and with better understanding of demand; • difficulties in enforcing contracts, collecting accounts receivables, and longer payment cycles; • regulatory, political or contractual limitations on our ability to operate in certain foreign markets, including trade barriers such as export requirements, tariffs, taxes and other restrictions and expenses; • compliance with anti-bribery laws, including without limitation the Foreign Corrupt Practices Act; • varying security laws and regulations in other countries; • management distraction and constraints on bandwidth from acquisitions; • increased management, travel, infrastructure and legal compliance costs associated with having multiple operations and integrating acquisitions; • differing regulatory and legal requirements and possible enactment of additional regulations or restrictions on the use, import or export of our products and services, which could delay or prevent the sale or use of our products and services in some jurisdictions; • currency translation and transaction risk, which may negatively affect our revenue, cost of net revenue, and gross margins, and could result in exchange losses; • heightened exposure to political instability, war and terrorism; • continued access to our LC-1 at Mahia, New Zealand at lease expiration; • access to launch capacity at government-controlled launch sites, such as our Launch Complex 2 at the NASA-operated Mid-Atlantic Regional Spaceport at Wallops Island, Virginia; • weaker protection of intellectual property rights in some countries; and • overlapping of different tax regimes.
Our current and contemplated operations subject us to a variety of risks, including: • recruiting and retaining talented and capable management and employees; • competition from other companies with significant market share in those markets and with better understanding of demand; • difficulties in enforcing contracts, collecting accounts receivables, and longer payment cycles; • regulatory, political or contractual limitations on our ability to operate in certain foreign markets, including trade barriers such as export requirements, tariffs, taxes and other restrictions and expenses; • compliance with anti-bribery laws, including without limitation the Foreign Corrupt Practices Act; • varying security laws and regulations in other countries; • management distraction and constraints on bandwidth from acquisitions; • increased management, travel, infrastructure and legal compliance costs associated with having multiple operations and integrating acquisitions; • differing regulatory and legal requirements and possible enactment of additional regulations or restrictions on the use, import or export of our products and services, which could delay or prevent the sale or use of our products and services in some jurisdictions; • currency translation and transaction risk, which may negatively affect our revenue, cost of net revenue, and gross margins, and could result in exchange losses; • heightened exposure to political instability, war and terrorism; • continued access to our LC-1 at Mahia, New Zealand at lease expiration; • access to launch capacity, as well as securing additional capacity, at government-controlled launch sites, such as our LC-2 (and, when completed, LC-3) at the NASA-operated Mid-Atlantic Regional Spaceport at Wallops Island, Virginia; • weaker protection of intellectual property rights in some countries; and • overlapping of different tax regimes.
Failure to maintain an agreement with the DoD regarding the appropriate FOCI mitigation arrangement could result in invalidation or termination of the facility security clearances, which in turn would mean that we would not be able to enter into future contracts with the U.S. government requiring facility security clearances, and may result in the loss of our ability to complete existing contracts with the U.S. government.
Failure to maintain an agreement with the DoW regarding the appropriate FOCI mitigation arrangement could result in invalidation or termination of the facility security clearances, which in turn would mean that we would not be able to enter into future contracts with the U.S. government requiring facility security clearances, and may result in the loss of our ability to complete existing contracts with the U.S. government.
Treasury Department’s Office of Foreign Assets Control, including, but not limited to the International Traffic in Arms Regulations (ITAR) and Export Administration Regulations (EAR), may limit certain business opportunities or delay or restrict our ability to contract with potential foreign customers or suppliers.
Treasury Department’s Office of Foreign Assets Control (OFAC), including, but not limited to the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR) and OFAC sanctions, may limit certain business opportunities or delay or restrict our ability to contract with potential foreign customers or suppliers.
As restrictions on resale end and registration statements for the sale of the shares held by parties who have contractual registration rights are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in the market price of our common stock, or decreasing the market price itself.
As restrictions on resale end and registration statements for the sale of shares held by parties who have contractual registration rights become available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in the market price of our common stock, or decreasing the market price itself.
If we experience cost overruns on our contracts, we would have to absorb the excess costs which could adversely affect our financial results. During the year ended December 31, 2024, the majority of our net sales were from fixed-price contracts.
If we experience cost overruns on our contracts, we would have to absorb the excess costs which could adversely affect our financial results. During the year ended December 31, 2025, the majority of our net sales were from fixed-price contracts.
We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. Item 1B. Unresolved Staff Comments None.
We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. Item 1B. Unresolved Staff Comments None. 38 Table of Contents
Additionally, instability in the global credit markets, the impact of uncertainty regarding global central bank monetary policy, the instability in the geopolitical environment in many parts of the world (including as a result of the on-going Russia and Ukraine war, the Israel-Hamas war, and China-Taiwan relations), the current economic challenges in China, including global economic ramifications of Chinese economic difficulties, and other disruptions may continue to put pressure on global economic conditions.
Additionally, instability in the global credit markets, the impact of uncertainty regarding global central bank monetary policy, the instability in the geopolitical environment in many parts of the world (including as a result of the on-going Russia and Ukraine war, the continued uncertainty surrounding the conclusion of the Israel-Hamas war, and China-Taiwan relations), the current economic challenges in China, including global economic ramifications of Chinese economic difficulties, and other disruptions may continue to put pressure on global economic conditions.
The proliferation of these low Earth orbit constellations could materially increase the risks of potential collision with space debris or another spacecraft and affect our ability to effectively access sufficient orbital slots to support the expected growth across our business. 24 Table of Contents Our business involves significant risks and uncertainties that may not be covered by insurance.
The proliferation of these low Earth orbit constellations could materially increase the risks of potential collision with space debris or another spacecraft and affect our ability to effectively access sufficient orbital slots to support the expected growth across our business. Our business involves significant risks and uncertainties that may not be covered by insurance.
To the extent that members of our management were to sell significant amounts of equity in us, we may have more difficulty in retaining and continuing to incentivize these members of management than we have historically. 27 Table of Contents Our future success also depends on our ability to identify, attract and retain highly skilled technical, managerial, financial and other personnel.
To the extent that members of our management were to sell significant amounts of equity in us, we may have more difficulty in retaining and continuing to incentivize these members of management than we have historically. Our future success also depends on our ability to identify, attract and retain highly skilled technical, managerial, financial and other personnel.
They may also pursue changes in contract and payment terms, procurement practices, award criteria; and other actions that may make such programs or contracts less profitable to us or not economically viable.
They may also pursue changes in contract and payment terms, procurement practice and award criteria, and pursue other actions that may make such programs or contracts less profitable to us or not economically viable.
Such government policies, priorities, regulations and government agency mandates are evolving at a significant pace, and we expect further changes in policy positions and spending priorities from the new U.S. government administration..
Such government policies, priorities, regulations and government agency mandates are evolving at a significant pace, and we expect further changes in policy positions and spending priorities from the U.S. government ..
In the event of such a natural disaster or other disruption, we could experience: disruptions to our operations or the operations of suppliers, subcontractors, distributors or customers; destruction of facilities; and/or loss of life. The availability of many of our products and services depends on the continuing operation of our information technology and communications systems.
In the event of such a natural disaster or other disruption, we could experience: disruptions to our operations or the operations of suppliers, subcontractors, distributors or customers; destruction of facilities; and/or loss of life. 25 Table of Contents The availability of many of our products and services depends on the continuing operation of our information technology and communications systems.
The occurrence of a significant uninsured claim, or a claim in excess of the insurance coverage limits maintained by us, could harm our business, financial condition and results of operations. 33 Table of Contents Natural disasters, unusual weather conditions, epidemic outbreaks, terrorist acts and political events could disrupt our business and flight schedule.
The occurrence of a significant uninsured claim, or a claim in excess of the insurance coverage limits maintained by us, could harm our business, financial condition and results of operations. Natural disasters, unusual weather conditions, epidemic outbreaks, terrorist acts and political events could disrupt our business and flight schedule.
To the extent we incur unanticipated cost overruns on a fixed-price contract, our profitability would be adversely affected. Future profitability is subject to risks including the ability of suppliers to deliver components of acceptable quality on schedule. Our fixed-price contracts include development work.
To the extent we incur unanticipated cost overruns on a fixed-price contract, our profitability would be adversely affected. Future profitability is subject to risks including the ability of suppliers to deliver components of acceptable quality on schedule. 29 Table of Contents Our fixed-price contracts include development work.
Any change or termination of this agreement could materially adversely affect our financial condition and results of operations. • Other Government Regulations. Our ability to pursue our business activities is regulated by various agencies and departments of the U.S. government and the governments of other countries.
Any change or termination of this agreement could materially adversely affect our financial condition and results of operations. 34 Table of Contents • Other Government Regulations. Our ability to pursue our business activities is regulated by various agencies and departments of the U.S. government and the governments of other countries.
In addition, insider threats, threats to the safety of our directors and employees, threats to the security of our facilities, infrastructure, and supply chain, and threats from terrorist acts or other acts of aggression could have a material adverse impact on our business. 25 Table of Contents Our customers and suppliers face similar threats.
In addition, insider threats, threats to the safety of our directors and employees, threats to the security of our facilities, infrastructure, and supply chain, and threats from terrorist acts or other acts of aggression could have a material adverse impact on our business. Our customers and suppliers face similar threats.
During 2024, 2023 and 2022, approximately 33%, 31% and 33%, respectively, of our total annual revenues were derived from contracts with the U.S. government, U.S. prime contractors and its agencies or from subcontracts with other U.S. government contractors. Our contracts with the U.S. government are fixed-price contracts.
During 2025, 2024 and 2023, approximately 47%, 33%, and 31%, respectively, of our total annual revenues were derived from contracts with the U.S. government, U.S. prime contractors and its agencies or from subcontracts with other U.S. government contractors. Our contracts with the U.S. government are fixed-price contracts.
Actual results could differ from these estimates as a result of changes in circumstances, assumptions, policies or developments in the business, which could materially affect our consolidated financial statements. Our actual operating results may differ significantly from our guidance.
Actual results could differ from these estimates as a result of changes in circumstances, assumptions, policies or developments in the business, which could materially affect our consolidated financial statements. 31 Table of Contents Our actual operating results may differ significantly from our guidance.
Our future revenue and operating results are dependent on our ability to generate a sustainable order rate for our products and services and develop new technologies to meet the needs of our customers or potential new customers. Our financial performance is dependent on our ability to generate a sustainable order rate for our products and services.
Our future revenue and operating results are dependent on our ability to generate a sustainable order rate for our products and services and develop new technologies to meet the needs of our customers or potential new customers.
Further, these agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our technologies. 26 Table of Contents To protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights, and we may or may not be able to detect infringement by third parties.
Further, these agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our technologies. To protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights, and we may or may not be able to detect infringement by third parties.
Further, the Trump administration has proposed taking certain actions, including the implementation of tariffs, that could adversely impact trade relations and the global economy. If global economic and market conditions, or economic conditions in key markets, remain uncertain or deteriorate further, we may experience material impacts on our business, operating results, and financial condition.
The Trump administration has taken certain actions, including the implementation of tariffs, that could continue to adversely impact trade relations and the global economy. If global economic and market conditions, or economic conditions in key markets, remain uncertain or deteriorate further, we may experience material impacts on our business, operating results, and financial condition.
Additionally, any failure by the new administration and Congress to enact a full-year appropriations bill could cause significant disruption to all government discretionary programs and corresponding impacts on the entire aerospace and defense industry, which could adversely affect our business, results of operations, financial condition and cash flows.
Additionally, any failure by the U.S. government to enact a full-year appropriations bill could cause significant disruption to all government discretionary programs and corresponding impacts on the entire aerospace and defense industry, which could adversely affect our business, results of operations, financial condition and cash flows.
For example, our headcount has grown from approximately 1,400 employees as of December 2022 to over 2,100 employees as of December 31, 2024, and we have expanded across all areas of our business. To manage growth in our operations, we will need to continue to grow and improve our operational, financial and management controls and our reporting systems and procedures.
For example, our headcount has grown from approximately 1,400 employees as of December 2022 to over 2,600 employees as of December 31, 2025, and we have expanded across multiple areas of our business. To manage growth in our operations, we will need to continue to grow and improve our operational, financial and management controls and our reporting systems and procedures.
Therefore, we bear the risk of loss if costs increase. 19 Table of Contents Our ability to pursue many of our business activities is regulated by various agencies and departments of the U.S. government and, in certain circumstances, the governments of other countries. Commercial space launches require licenses from the U.S. Department of Transportation (“DoT”) and the FAA.
Therefore, we bear the risk of loss if costs increase. 19 Table of Contents Our ability to participate in and continue to pursue many of our business activities is regulated by various agencies and departments of the U.S. government and, in certain circumstances, the governments of other countries. Commercial space launches require licenses from the U.S.
We believe our success and revenue growth depends on a number of factors, including, but not limited to, our ability to: • scale our revenue and achieve the operating efficiencies necessary to achieve and maintain profitability; • anticipate and respond to changing customer preferences; • anticipate and respond to macroeconomic changes generally, including changes in the markets for rocket launch services, mission services, spacecraft and spacecraft components; • improve and expand our operations and information systems; • develop new technology that is responsive to and predictive of market conditions and demand; • successfully compete against established companies and new market entrants; • manage and improve our business processes in response to changing business needs; • effectively scale our operations while maintaining high customer satisfaction; • hire and retain talented employees at all levels of our business; • integrate recent acquisitions, including personnel, systems and business processes; • avoid or manage interruptions in our business from information technology downtime, cybersecurity breaches and other factors affecting our physical and digital infrastructure; • adapt to changing conditions in our industry; and • comply with regulations applicable to our business.
We believe our success and revenue growth depends on a number of factors, including, but not limited to, our ability to: • successfully develop our Neutron launch vehicle; • scale our revenue and achieve the operating efficiencies necessary to achieve and maintain profitability; • anticipate and respond to changing customer preferences; • anticipate and respond to macroeconomic changes generally, including changes in the markets for rocket launch services, mission services, spacecraft and spacecraft components; • improve and expand our operations and information systems; • develop new technology that is responsive to and predictive of market conditions and demand; • successfully compete against established companies and new market entrants; • manage and improve our business processes in response to changing business needs; • effectively scale our operations while maintaining high customer satisfaction; • hire and retain talented employees at all levels of our business; • integrate recent acquisitions, including personnel, systems and business processes; • avoid or manage interruptions in our business from information technology downtime, cybersecurity breaches and other factors affecting our physical and digital infrastructure; • adapt to changing conditions in our industry; and • comply with regulations applicable to our business. 17 Table of Contents If we are unable to accomplish any of these tasks, our revenue growth will be harmed.
The failed missions resulted in the loss of all payloads onboard and prevented us from conducting future launches until we had investigated the cause of the failures and obtained authorization from the Federal Aviation Administration to resume launches, which, in each case, took slightly less than three weeks. 22 Table of Contents We may experience other problems with our launch vehicles or spacecraft that may reduce their performance and we cannot provide assurances that our spacecraft will continue to operate successfully in space throughout their expected operational lives.
The failed missions resulted in the loss of all payloads onboard and prevented us from conducting future launches until we had investigated the cause of the failures and obtained authorization from the Federal Aviation Administration to resume launches. 22 Table of Contents We may experience other problems with our launch vehicles or spacecraft that may reduce their performance and we cannot provide assurances that our spacecraft will continue to operate successfully in space throughout their expected operational lives.
We may become responsible for unexpected liabilities that were not discovered or disclosed in the course of due diligence in connection with historical acquisitions and any future acquisitions. Additionally, acquisitions with international operations, such as the Sinclair Interplanetary acquisition with operations in Canada, expose us to greater international business risks.
We may become responsible for unexpected liabilities that were not discovered or disclosed in the course of due diligence in connection with historical acquisitions and any future acquisitions. Additionally, acquisitions with international operations expose us to greater international business risks.
We have previously experienced, and may experience in the future, delays or other complications in the design, manufacture and commercialization of new rocket launch services, mission services, spacecraft, spacecraft components and related technology.
We have previously experienced, and may experience in the future, delays or other complications in the design, manufacture and commercialization of new rocket launch services, including the development and launch of our Neutron launch vehicle, mission services, spacecraft, spacecraft components and related technology.
Our revenue was $436.2 million, $244.6 million and $211.0 million for the years ended December 31, 2024, 2023 and 2022, respectively. In future periods, we may not be able to generate or sustain revenue growth.
Our revenue was $601.8 million, $436.2 million and $244.6 million for the years ended December 31, 2025, 2024 and 2023, respectively. In future periods, we may not be able to generate or sustain revenue growth.
In either case, and in other cases, our obligations under the convertible senior notes and the indenture could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a transaction that holders of our common stock or convertible senior notes may view as favorable.
In either case, and in other cases, our obligations under the convertible senior notes and the indenture could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a transaction that holders of our common stock or convertible senior notes may view as favorable. 30 Table of Contents The capped call transactions may affect the value of our convertible senior notes and our common stock.
Any significant downward pressure on the price of our common stock as the selling stockholders sell the shares of our common stock, or the prospect of such shares could encourage short sales by the selling stockholders or others.
Any significant downward pressure on the price of our common stock as selling stockholders sell shares of our common stock, or the prospect of such shares being sold, could encourage short sales by others and place further downward pressure on the price of our common stock.
A loss of, or default by, one or more of these major customers, or a material adverse change in any such customer’s business or financial condition, could materially reduce our future revenues and contracted backlog.
We derive a substantial amount of our revenues from only a few of our customers. A loss of, or default by, one or more of these major customers, or a material adverse change in any such customer’s business or financial condition, could materially reduce our future revenues and contracted backlog.
Sophisticated software used in our products and services, including software developed by us, may contain defects that can unexpectedly interfere with the software’s intended operation. Defects may also occur in components and products that we manufacture or purchase from third parties.
We sell complex and technologically advanced products and services, including rocket launch services, mission services, spacecraft and spacecraft components. Sophisticated software used in our products and services, including software developed by us, may contain defects that can unexpectedly interfere with the software’s intended operation. Defects may also occur in components and products that we manufacture or purchase from third parties.
The loss of the services of one or more of these individuals could significantly delay or prevent the achievement of our development and strategic objectives and could divert other senior management time in searching for their replacements.
We depend on the continued contributions of our senior management and other key personnel. The loss of the services of one or more of these individuals could significantly delay or prevent the achievement of our development and strategic objectives and could divert other senior management time in searching for their replacements.
Disruptions in the supply of key raw materials or components and difficulties in the supplier qualification process, as well as increases in prices of raw materials, could adversely impact us. Many raw materials, major components, and product equipment items are procured or subcontracted on a single or sole-source basis.
Disruptions in the supply of key raw materials or components, including restrictions on our ability to obtain rare earth minerals, and difficulties in the supplier qualification process, as well as increases in prices of raw materials, could adversely impact us. Many raw materials, major components, and product equipment items are procured or subcontracted on a single or sole-source basis.
In May 2021, our failed launch resulted from a second stage engine computer malfunction. In September 2023, our failed launch resulted from high voltage from the second stage’s power supply system resulting in a total loss of power.
In July 2020, the failed launch resulted from a battery related power-supply issue on the second stage propulsion system. In May 2021, our failed launch resulted from a second stage engine computer malfunction. In September 2023, our failed launch resulted from high voltage from the second stage’s power supply system resulting in a total loss of power.
The capped call transactions may affect the value of our convertible senior notes and our common stock. In connection with the issuance of our convertible senior notes, we entered into privately negotiated capped call transactions with certain financial institutions (the “option counterparties”).
In connection with the issuance of our convertible senior notes, we entered into privately negotiated capped call transactions with certain financial institutions (the “option counterparties”).
We do not maintain, and we do not expect to maintain in the future, a key person life insurance policy with respect to Mr. Beck. Our inability to hire or retain key personnel could adversely affect our business, operating results and financial condition. We depend on the continued contributions of our senior management and other key personnel.
We do not maintain, and we do not expect to maintain in the future, a key person life insurance policy with respect to Mr. Beck. 27 Table of Contents Our inability to hire or retain key personnel could adversely affect our business, operating results and financial condition.
Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.
Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition. 37 Table of Contents Our amended and restated certificate of incorporation provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law.
During 2024, approximately 17% of our expenditures, or $106.3 million, were denominated in foreign currencies, whereas primarily all of our revenues were denominated in U.S. dollars. In addition, we generally maintain our cash and cash equivalents in U.S. dollars or investments denominated in U.S. dollars.
During 2025, approximately 15% of our expenditures, or $126.8 million, were denominated in foreign currencies, whereas primarily all of our revenues were denominated in U.S. dollars. In addition, we generally maintain our cash and cash equivalents in U.S. dollars or investments denominated in U.S. dollars.
Additionally, any launch failures could damage our reputation and ability to obtain future customers for our launch services, prevent us from receiving any payments contingent on a successful launch and increase our insurance rates, which could have a material adverse effect on our business and prospects.
Additionally, any launch failures could damage our reputation and ability to obtain future customers for our launch services, prevent us from receiving any payments contingent on a successful launch and increase our insurance rates, which could have a material adverse effect on our business and prospects. Our contracts may include performance-based payment terms that expose us to financial risks.
A security event that involves classified or other sensitive government information or certain controlled technical information could subject us to civil or criminal penalties and could result in loss of security clearances and other accreditations, loss of our government contracts, loss of access to classified information, loss of export privileges or debarment as a government contractor.
A security event that involves classified or other sensitive government information or certain controlled technical information could subject us to civil or criminal penalties and could result in loss of security clearances and other accreditations, loss of our government contracts, loss of access to classified information, loss of export privileges or debarment as a government contractor. 26 Table of Contents If we cannot successfully protect our intellectual property, our business could suffer.
Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business. 37 Table of Contents Our amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against our directors, officers, other employees or stockholders for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, which may have the effect of discouraging lawsuits against our directors, officers, other employees or stockholders.
Our amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against our directors, officers, other employees or stockholders for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, which may have the effect of discouraging lawsuits against our directors, officers, other employees or stockholders.
Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under our debt instruments when they come due.
Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under our debt instruments when they come due. As of December 31, 2025, we had $157.4 million aggregate principal amount of indebtedness.
We operate in highly competitive industries and in various jurisdictions across the world which may cause us to have to reduce our prices. We operate in highly competitive industries and many of our competitors are larger and have substantially greater resources than we have. We may also face competition in the future from emerging low-cost competitors.
We operate in highly competitive industries and many of our competitors are larger and have substantially greater resources than we have. We may also face competition in the future from emerging low-cost competitors.
Space is a harsh and unpredictable environment where our products and service offerings are exposed to a wide and unique range of environmental risks, including, among others, coronal mass ejections, solar flares and other extreme space weather events and potential collision with space debris or another spacecraft, which could adversely affect our launch vehicle and spacecraft performance.
Any of these risks could harm our operations and reduce our sales, adversely affecting our business, operating results, financial condition and growth prospects. 24 Table of Contents Space is a harsh and unpredictable environment where our products and service offerings are exposed to a wide and unique range of environmental risks, including, among others, coronal mass ejections, solar flares and other extreme space weather events and potential collision with space debris or another spacecraft, which could adversely affect our launch vehicle and spacecraft performance.
Prolonged disruptions in the supply of any of our key raw materials or components, difficulty completing qualification of new sources of supply, implementing use of replacement materials, components or new sources of supply, or a continuing increase in the prices of raw materials, energy, or components could have a material adverse effect on our operating results, financial condition, or cash flows. 23 Table of Contents The expansion of our operations subjects us to additional risks that can adversely affect our operating results.
Prolonged disruptions in the supply of any of our key raw materials or components, difficulty completing qualification of new sources of supply, implementing use of replacement materials, components or new sources of supply, or a continuing increase in the prices of raw materials, energy, or components could have a material adverse effect on our operating results, financial condition, or cash flows.
We currently have, and will continue to have, significant lease obligations for our for properties, vehicles and equipment. We depend on cash flow from operations to pay our lease expenses.
We currently have, and will continue to have, significant lease obligations, and our failure to meet those obligations could adversely affect our financial condition and business. We currently have, and will continue to have, significant lease obligations for our for properties, vehicles and equipment. We depend on cash flow from operations to pay our lease expenses.
In addition, due to such conditions current or potential customers may delay or decrease spending on our products and services as their business and/or budgets are impacted by economic conditions. The inability of current and potential customers to pay us for our products and services may adversely affect our earnings and cash flows.
In addition, due to such conditions current or potential customers may delay or decrease spending on our products and services as their business and/or budgets are impacted by economic conditions.
Others may independently develop the same or similar technologies and processes or may improperly acquire and use information about our technologies and processes, which may allow them to provide products and services similar to ours, which could harm our competitive position.
Others may independently develop the same or similar technologies and processes or may improperly acquire and use information about our technologies and processes, which may allow them to provide products and services similar to ours, which could harm our competitive position. We also rely on trade secrets, proprietary know-how and other confidential information to maintain our competitive position.
Our business may not generate sufficient funds, and we may otherwise be unable to maintain sufficient cash reserves, to pay amounts due under our indebtedness and our cash needs may increase in the future. 30 Table of Contents We may be unable to raise the funds necessary to repurchase our convertible senior notes for cash following a fundamental change, or to pay any cash amounts due upon conversion, and our other then-existing indebtedness may limit our ability to repurchase the notes or pay cash upon their conversion.
We may be unable to raise the funds necessary to repurchase our convertible senior notes for cash following a fundamental change, or to pay any cash amounts due upon conversion, and our other then-existing indebtedness may limit our ability to repurchase the notes or pay cash upon their conversion.
If the costs of funding new locations or renovations or enhancements at existing locations exceed budgeted amounts or the time for building or renovation is longer than anticipated, our business, financial condition and results of operations could be materially adversely affected. 32 Table of Contents We currently have, and will continue to have, significant lease obligations, and our failure to meet those obligations could adversely affect our financial condition and business.
If the costs of funding new locations or renovations or enhancements at existing locations exceed budgeted amounts or the time for building or renovation is longer than anticipated, our business, financial condition and results of operations could be materially adversely affected.
This can be challenging and may fluctuate on an annual basis as the number of contracts awarded varies. If we are unable to win new awards or execute existing contracts as expected, our business, results of operations, and financial position could be further adversely affected.
If we are unable to win new awards or execute existing contracts as expected, our business, results of operations, and financial position could be further adversely affected.
The Federal Communications Commission also requires licenses for radio communications during our rocket launches. Our classified programs require that we and certain of our employees maintain appropriate security clearances. We also require export licenses from the U.S. Department of State (“DoS”), the U.S.
Department of Transportation (“DoT”) and the FAA. The Federal Communications Commission also requires licenses for radio communications during our rocket launches. Our classified programs require that we establish certain governance controls and maintain appropriate security clearances for certain of our facilities and employees.
We also expect our operating expenses to increase in future periods, and if our revenue growth does not increase to offset these anticipated increases in our operating expenses, our business, results of operations, and financial condition will be harmed, and we may not be able to achieve or maintain profitability. 17 Table of Contents We have a limited operating history in an evolving industry, which makes it difficult to forecast our revenue, plan our expenses and evaluate our business and future prospects.
We also expect our operating expenses to increase in future periods, and if our revenue growth does not increase to offset these anticipated increases in our operating expenses, our business, results of operations, and financial condition will be harmed, and we may not be able to achieve or maintain profitability.
We monitor sources of supply to attempt to assure that adequate raw materials and other components and supplies needed in manufacturing processes are available.
We are impacted by increases in the prices of raw materials used in production on fixed-price business. We monitor sources of supply to attempt to assure that adequate raw materials and other components and supplies needed in manufacturing processes are available.
This type of work is inherently more uncertain as to future events than non-development contracts, and, as a result, there is typically more variability in estimates of the costs to complete the development stage.
This type of work is inherently more uncertain as to future events than non-development contracts, and, as a result, there is typically more variability in estimates of the costs to complete the development stage. While management uses its best judgment to estimate costs associated with fixed-price development, future events could result in adjustments to those estimates.
We expect to continue to incur net losses for at least the next 12 months and we may not achieve or maintain profitability in the future.
We expect to continue to incur net losses for at least the next 12 months and we may not achieve or maintain profitability in the future. Because the markets for launch services, space systems, spacecraft components and space data applications are evolving.
We primarily rely on patent, copyright and trade secret laws to protect our proprietary technologies and processes, including the operations systems and technology we use throughout our business.
We use a combination of intellectual property rights, contractual protections, and other practices to protect our proprietary information, technologies and processes. We rely on patent, copyright and trade secret laws to protect our proprietary technologies and processes, including the operations systems and technology we use throughout our business.
For the year ended December 31, 2024, our top five customers together accounted for approximately 51% of our revenues and our top five backlog customers accounted for approximately 69% of our backlog as of December 31, 2024.
For the year ended December 31, 2025, our top five customers accounted for approximately 49% of our revenues and our top five backlog customers accounted for approximately 77% of our backlog in the aggregate as of December 31, 2025.
We base our estimates on historical experience and various assumptions that we believe to be reasonable based on specific circumstances. These assumptions and estimates involve the exercise of judgment and discretion, which may evolve over time in light of operational experience, regulatory direction, developments in accounting principles and other factors.
These assumptions and estimates involve the exercise of judgment and discretion, which may evolve over time in light of operational experience, regulatory direction, developments in accounting principles and other factors.
Our operations in the U.S. government market are subject to significant regulatory risk. Our operations in the U.S. government market are subject to significant government regulation. A failure by us to maintain the relevant clearances and approvals could limit our ability to operate in the U.S. government market.
Our operations in the U.S. government market are subject to significant government regulation. A failure by us to maintain the relevant clearances and approvals could limit our ability to operate in the U.S. government market. Further, there can be no assurance that we will continue to be awarded contracts by the U.S. government.
We may not be successful in identifying acquisition, partnership and joint venture candidates. In addition, we may not be able to continue the operational success of such businesses or successfully finance or integrate any businesses that we acquire or with which we form a partnership or joint venture.
In addition, we may not be able to continue the operational success of such businesses or successfully finance or integrate any businesses that we acquire or with which we form a partnership or joint venture. We may have potential write-offs of acquired assets and/or an impairment of any goodwill recorded as a result of acquisitions.
We may incur substantial expenses as a result of the limited nature of our disaster recovery and business continuity plans and, more generally, any of these events could cause consumer confidence and spending to decrease, which could adversely impact our operations.
We may incur substantial expenses as a result of the limited nature of our disaster recovery and business continuity plans and, more generally, any of these events could cause consumer confidence and spending to decrease, which could adversely impact our operations. 33 Table of Contents Any acquisitions, partnerships or joint ventures that we enter into could disrupt our operations and have a material adverse effect on our business, financial condition and results of operations.
We contemplate further expansion of our operations as part of our growth strategy, including acquisitions and the development of our Neutron launch vehicle.
The expansion of our operations subjects us to additional risks that can adversely affect our operating results. We contemplate further expansion of our operations as part of our growth strategy, including acquisitions and the development of our Neutron launch vehicle.
We may require additional capital to support business growth, and this capital might not be available on company favorable terms, if at all, or may be available only by diluting existing stockholders or putting excessive debt leverage and insolvency risk on the business.
If we decide to hedge our foreign currency exchange rate exposure, we may not be able to hedge effectively due to lack of experience, unreasonable costs, or illiquid markets. 28 Table of Contents We may require additional capital to support business growth, and this capital might not be available on company favorable terms, if at all, or may be available only by diluting existing stockholders or putting excessive debt leverage and insolvency risk on the business.
Such laws and regulations may result in significant liabilities and costs to us due to the actions or inactions of the previous owners. In addition, new laws and regulations, more stringent enforcement of existing laws and regulations or the discovery of previously unknown contamination could result in additional costs.
Such laws and regulations may result in significant liabilities and costs to us due to the actions or inactions of the previous owners.
We may have potential write-offs of acquired assets and/or an impairment of any goodwill recorded as a result of acquisitions. Furthermore, the integration of any acquisition may divert management’s time and resources from our core business and disrupt our operations or may result in conflicts with our business.
Furthermore, the integration of any acquisition may divert management’s time and resources from our core business and disrupt our operations or may result in conflicts with our business.
If we are unable to achieve sustained growth, we may be unable to execute our business strategy, expand our business, or fund other liquidity needs, and our business prospects, financial condition and results of operations could be materially and adversely affected.
If we are unable to achieve sustained growth, we may be unable to execute our business strategy, expand our business, or fund other liquidity needs, and our business prospects, financial condition and results of operations could be materially and adversely affected. 20 Table of Contents We operate in highly competitive industries and in various jurisdictions across the world which may cause us to have to reduce our prices.
Our amended and restated certificate of incorporation provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.
Competition in the rocket launch, spacecraft, spacecraft services and spacecraft component businesses is highly diverse, and while our competitors offer different products and services, there is often competition for contracts. 20 Table of Contents In addition, some of our foreign competitors currently benefit from, and others may benefit in the future from, protective measures by their home countries where governments are providing financial support, including significant investments in the development of new technologies.
In addition, some of our foreign competitors currently benefit from, and others may benefit in the future from, protective measures by their home countries where governments are providing financial support, including significant investments in the development of new technologies.
We can provide no assurance as to the financial stability or viability of the option counterparties. 31 Table of Contents In addition, the capped call transactions are complex, and they may not operate as planned.
We can provide no assurance as to the financial stability or viability of the option counterparties. In addition, the capped call transactions are complex, and they may not operate as planned. For example, the terms of the capped call transactions may be subject to adjustment, modification or, in some cases, renegotiation if certain corporate or other transactions occur.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe have developed processes to identify and oversee risks from cybersecurity threats associated with our third-party service providers, which includes the information security team assisting with and assessing cybersecurity robustness during onboarding as well as risk-based monitoring on an ongoing basis. 39 Table of Contents Our global information technology security team collaborates periodically with a cross-functional group of subject matter experts and leaders to assess and refine our cybersecurity posture and preparedness.
Biggest changeWe have developed processes to identify and oversee risks from cybersecurity threats associated with our third-party service providers, which includes the information security team assisting with and assessing cybersecurity robustness during onboarding as well as risk-based monitoring on an ongoing basis.
Assisting the Board in this capacity, our Audit Committee thoroughly reviews and deliberates on our risk assessment and risk management practices, including cybersecurity risks, in collaboration with management. The Audit Committee provides periodic reports on these reviews to the full Board of Directors. Management bears the responsibility for the day-to-day assessment and management of cybersecurity risks.
Assisting the Board in this capacity, our Audit Committee reviews and deliberates on our risk assessment and risk management practices, including cybersecurity risks, in collaboration with management. The Audit Committee provides periodic reports on these reviews to the full Board of Directors. Management bears the responsibility for the day-to-day assessment and management of cybersecurity risks.
Throughout the year, our employees undergo regular cybersecurity awareness training, receive guidance on protecting confidential information, and participate in simulated phishing exercises. We maintain a cybersecurity incident response plan that includes a cross-functional response team and procedures for responding to cybersecurity incidents. We engage third-party assessors to conduct penetration testing and evaluate our adherence to industry-standard frameworks.
Throughout the year, our employees undergo regular cybersecurity awareness training, receive guidance on protecting confidential information, and participate in simulated phishing exercises. We maintain a cybersecurity incident response plan that includes a cross-functional response team and procedures for evaluating, responding to and reporting cybersecurity incidents. We engage third-party assessors to conduct penetration testing and evaluate our adherence to industry-standard frameworks.
Cybersecurity Cybersecurity Risk Management and Strategy Our cybersecurity risk management strategy is a key component and has been integrated into our overall enterprise risk management program and has been designed based on established industry frameworks and standards, including those developed by the National Institute of Standards and Technology and the US Department of Defense’s Cybersecurity Maturity Model Certification (CMMC) program.
Cybersecurity Cybersecurity Risk Management and Strategy Our cybersecurity risk management strategy is a key component and has been integrated into our overall enterprise risk management program and has been designed based on established industry frameworks and standards, including those developed by the National Institute of Standards and Technology and the US Department of War’s Cybersecurity Maturity Model Certification (CMMC) program.
As of December 31, 2024, we have not identified any risks from cybersecurity threats (including any previous cybersecurity incidents) that have materially affected or are reasonably likely to materially affect the Company’s business strategy, financial condition or results of operations.
As of December 31, 2025, we have not identified any risks from cybersecurity threats (including any previous cybersecurity incidents) that have materially affected or are reasonably likely to materially affect the Company’s business strategy, financial condition or results of operations.
Moreover, we implement diverse defensive measures and continuous monitoring techniques, leveraging established industry frameworks and cybersecurity standards, including collaboration with third-party security operations centers. Our CIO conducts periodic meetings with the Audit Committee to review our information technology systems and address significant cybersecurity risks.
Moreover, we implement diverse defensive measures and continuous monitoring techniques, leveraging established industry frameworks and cybersecurity standards, including collaboration with third-party security operations centers. Our VP Global Information Technology or Cybersecurity leader conducts periodic meetings with the Board or Audit Committee to review our information technology systems and address significant cybersecurity risks.
Reporting directly to our CIO, our Cybersecurity Manager brings over 15 years of experience in aerospace IT organizations, coupled with more than 10 years of expertise in cybersecurity. Our CIO and Cybersecurity Manager evaluate our cybersecurity readiness through a combination of internal assessment tools and third-party control tests, vulnerability assessments, audits, and alignment with industry standards.
Reporting directly to our VP Global Information Technology, our Cybersecurity leader brings over 15 years of experience in aerospace IT organizations, coupled with more than 10 years of expertise in cybersecurity. 39 Table of Contents Our VP Global Information Technology and Cybersecurity leader evaluates our cybersecurity readiness through a combination of internal assessment tools and third-party control tests, vulnerability assessments, audits, and alignment with industry standards.
Our Chief Information Officer (CIO) assumes primary oversight of material risks stemming from cybersecurity threats. With over 20 years of experience across various information technology roles, our CIO also serves as the Vice President accountable for the Information Technology organization and information protection.
Our VP Global Information Technology assumes primary oversight of material risks stemming from cybersecurity threats. With over 40 years of experience across various information technology roles, our VP Global Information Technology is accountable for the Information Technology organization and information protection.
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Our global information technology security team collaborates periodically with a cross-functional group of subject matter experts and leaders to assess and refine our cybersecurity posture and preparedness.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties As of December 31, 2024, our principal facilities include our offices and production facility in Auckland, New Zealand, our offices and production facilities in Long Beach, California, our propulsion test center complex in Kopuku, New Zealand, our launch complexes in Mahia, New Zealand and Wallops Island, Virginia and our solar cell production facility in Albuquerque, New Mexico.
Biggest changeProperties As of December 31, 2025, our principal facilities include our offices and production facility in Auckland, New Zealand, our offices and production facilities in Long Beach, California, our propulsion test center complex in Kopuku, New Zealand, our launch complexes in Mahia, New Zealand and Wallops Island, Virginia, our solar cell production facility in Albuquerque, New Mexico, our rocket engine testing complex at Stennis Space Center in Mississippi and our dedicated production and development complex in Middle River, Maryland.
Our locations in Long Beach, California, includes office space and production facilities for certain components that we use in Electron and spacecraft manufacturing.
Our locations in Long Beach, California, includes office space and production facilities for certain components that we use in Electron, Neutron and spacecraft manufacturing.
The two main leases in Long Beach, California include one lease that expires on June 30, 2027, for which we have the option to extend the term of such lease for up to two additional periods of five years each thereafter, and another lease that expires on June 30, 2025 that has an option to extend the term for five years.
The two main leases in Long Beach, California include one lease that expires on June 30, 2027, for which we have the option to extend the term of such lease for up to two additional periods of five years each thereafter, and another lease that expires on November 30, 2030 that has an option to extend the term for five years.
The current term of the lease agreement for our Mahia, New Zealand, launch complex expires on November 30, 2027. We have the right to renew our lease agreement for three additional terms of three years each.
We also operate a launch complexes in Mahia, New Zealand and Wallops Island, Virginia. The current term of the lease agreement for our Mahia, New Zealand, launch complex expires on November 30, 2027. We have the right to renew our lease agreement for three additional terms of three years each.
We lease a propulsion test complex, which houses rocket engine testing facilities, in Kopuku, New Zealand. Our lease for this complex expires on November 15, 2029.
We lease a propulsion test complex, which houses rocket engine testing facilities, in Kopuku, New Zealand. Our lease for this complex expires on November 15, 2029. We have the right to renew this lease agreement for four additional terms of five years each, followed by a fifth term of five years, less one day.
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We have the right to renew this lease agreement for four additional terms of five years each, followed by a fifth term of five years, less one day. 40 Table of Contents We also operate a launch complexes in Mahia, New Zealand and Wallops Island, Virginia.
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Our optical systems business is based out of our Tucson, Arizona facilities. At these facilities we research, develop, design and manufacture advanced EO/IR sensor payloads. We have various leases that expire between 2028 and 2032. 40 Table of Contents

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings From time to time, we may become involved in litigation relating to claims arising from the ordinary course of business. Our management believes that there are currently no claims or actions pending against us, the ultimate disposition of which could have a material adverse effect on our results of operations or financial condition. Item 4.
Biggest changeItem 3. Legal Proceedings From time to time, we may become involved in litigation relating to claims arising from the ordinary course of business. Our management believes that there are currently no claims or actions pending against us, the ultimate disposition of which could have a material adverse effect on our results of operations or financial condition.
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Nevertheless, the Company and certain of our officers have been named as defendants in a putative securities class action filed in February 2025 in the United States District Court for the Central District of California.
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The case was purportedly filed on behalf of persons who claim to have suffered damages as a result of alleged misstatements concerning the progress of our Neutron rocket development. We filed a Motion to Dismiss the Complaint on August 27, 2025. The Court granted the Motion to Dismiss on November 10, 2025.
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The Plaintiff filed an amended Complaint on December 19, 2025, and the Company filed a Motion to Dismiss this Complaint on January 19, 2026.
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Relying on many of the same allegations as the securities class action, in April 2025, two shareholders filed putative shareholder derivative actions on behalf of the Company against our directors and certain of our officers in the United States District Court for the Central District of California.
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The Court has granted the parties’ stipulation to stay these actions pending final resolution of the Motion to Dismiss the securities class action. We intend to vigorously defend ourself against these claims and are currently unable to predict the timing, outcome or consequences of these actions, or estimate any probable range of loss. Item 4.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information and Holders Our common stock is currently listed on the Nasdaq under the symbol “RKLB”. As of February 21, 2025, there were approximately 37 holders of record of our common stock.
Biggest changeItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information and Holders Our common stock is currently listed on the Nasdaq under the symbol “RKLB”. As of February 20, 2026, there were approximately 36 holders of record of our common stock.
The following graph depicts the total cumulative stockholder return on our common stock from August 25, 2021, the first day of trading of our common stock on the Nasdaq, through December 31, 2024, relative to the performance of the Russell 2000 Index and the ARK Space Exploration & Innovation ETF.
The following graph depicts the total cumulative stockholder return on our common stock from August 25, 2021, the first day of trading of our common stock on the Nasdaq, through December 31, 2025, relative to the performance of the Russell 2000 Index and the ARK Space Exploration & Innovation ETF.
The payment of any cash dividends is within the discretion of our Board. Further, our ability to declare dividends may be limited by the terms of financing or other agreements entered into by it or its subsidiaries from time to time.
The payment of any cash dividends is within the discretion of our Board. Further, our ability to declare dividends may be limited by the terms of financing or other agreements entered into by the Company or its subsidiaries from time to time.
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For example, in connection with the Direct Funding Agreement with the United States Department of Commerce, we are currently restricted from buying back outstanding shares of our capital stock without obtaining prior approval and from paying dividends.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeChange in Fair Value of Liability Classified Warrants Change in fair value of liability classified warrants relates to changes in the fair value of warrant liabilities. 46 Table of Contents Results of Operations The following table sets forth our consolidated statements of operations information and data as a percentage of revenue for each of the periods indicated (in thousands, except percentages): Years Ended December 31, 2024 2023 2022 $ % $ % $ % Revenues $ 436,214 100.0 % $ 244,592 100.0 % $ 210,996 100.0 % Cost of revenues 320,065 73.4 % 193,183 79.0 % 192,006 91.0 % Gross profit 116,149 26.6 % 51,409 21.0 % 18,990 9.0 % Operating expenses: Research and development, net 174,394 40.0 % 119,054 48.7 % 65,168 30.9 % Selling, general and administrative 131,556 30.2 % 110,273 45.1 % 89,026 42.2 % Total operating expenses 305,950 70.2 % 229,327 93.8 % 154,194 73.1 % Operating loss (189,801) (43.6) % (177,918) (72.8) % (135,204) (64.1) % Other income (expense): Interest expense, net (3,954) (0.9) % (4,248) (1.7) % (7,799) (3.7) % Loss on foreign exchange (87) — % (470) (0.2) % (4,435) (2.1) % Change in fair value of liability classified warrants — — % — — % 13,482 6.4 % Other income, net 4,431 1.0 % 3,715 1.5 % 1,010 0.5 % Total other income (expense), net 390 0.1 % (1,003) (0.4 %) 2,258 1.1 % Loss before income taxes (189,411) (43.5) % (178,921) (73.2) % (132,946) (63.0) % Provision for income taxes (764) (0.2) % (3,650) (1.5) % (2,998) (1.4) % Net loss $ (190,175) (43.7) % $ (182,571) (74.7) % $ (135,944) (64.4) % Comparison of the Years Ended December 31, 2024 and 2023 Revenues Years Ended December 31, (in thousands, except percentages) 2024 2023 $ Change % Change Revenues $ 436,214 $ 244,592 $ 191,622 78 % Revenue increased by $191.6 million, or 78%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Biggest changeResults of Operations The following table sets forth our consolidated statements of operations information and data as a percentage of revenue for each of the periods indicated (in thousands, except percentages): Years Ended December 31, 2025 2024 2023 $ % $ % $ % Revenues $ 601,799 100.0 % $ 436,214 100.0 % $ 244,592 100.0 % Cost of revenues 394,618 65.6 % 320,065 73.4 % 193,183 79.0 % Gross profit 207,181 34.4 % 116,149 26.6 % 51,409 21.0 % Operating expenses: Research and development, net 270,716 45.0 % 174,394 40.0 % 119,054 48.7 % Selling, general and administrative 165,303 27.5 % 131,556 30.2 % 110,273 45.1 % Total operating expenses 436,019 72.5 % 305,950 70.2 % 229,327 93.8 % Operating loss (228,838) (38.1) % (189,801) (43.6) % (177,918) (72.8) % Other income (expense): Interest expense (26,489) (4.4) % (26,179) (6.0) % (17,525) (7.1) % Interest income 25,512 4.2 % 22,225 5.1 % 13,277 5.4 % Loss on foreign exchange (463) (0.1) % (87) — % (470) (0.2) % Other income, net 4,381 0.7 % 4,431 1.0 % 3,715 1.5 % Total other income (expense), net 2,941 0.4 % 390 0.1 % (1,003) (0.4) % Loss before income taxes (225,897) (37.7) % (189,411) (43.5) % (178,921) (73.2) % Benefit (provision) for income taxes 27,688 4.6 % (764) (0.2) % (3,650) (1.5) % Net loss $ (198,209) (33.1) % $ (190,175) (43.7) % $ (182,571) (74.7) % Comparison of the Years Ended December 31, 2025 and 2024 Revenues Years Ended December 31, (in thousands, except percentages) 2025 2024 $ Change % Change Revenues $ 601,799 $ 436,214 $ 165,585 38 % Revenue increased by $165.6 million, or 38%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.
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, and additional products in development to serve a wide variety of sub-system functions.
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 solutions and additional products in development to serve a wide variety of sub-system functions.
Each of these initiatives addresses a critical component of the end-to-end solution and our value proposition for the space economy: • Launch Services is the design, manufacture, and launch of orbital rockets to deploy payloads to various Earth orbits and interplanetary destinations. • Space Systems is the design and manufacture of spacecraft components and spacecraft program management services, space data applications and mission operations.
Each of these initiatives addresses a critical component of the end-to-end solution and our value proposition for the space economy: • Launch Services is the design, manufacture, and launch of orbital rockets to deploy payloads to various Earth orbits and interplanetary destinations. • Space Systems is the design and manufacture of spacecraft, spacecraft components and spacecraft program management services, space data applications, mission operations and optical systems.
Revenue value 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.
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.
We may be required to seek additional equity or debt financing or 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.
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.
Selling, General and Administrative 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 and other marketing, communications and administrative expenses.
Selling, General and Administrative 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.
Cost of revenues for the year ended December 31, 2024 decreased to 73% of total revenue as compared to 79% for the year ended December 31, 2023. 47 Table of Contents Research and Development, Net Years Ended December 31, (in thousands, except percentages) 2024 2023 $ Change % Change Research and development, net $ 174,394 $ 119,054 $ 55,340 46 % Research and development expense increased by $55.3 million, or 46%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023, 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.
Cost of revenues for the year ended December 31, 2024 decreased to 73% of total revenue as compared to 79% for the year ended December 31, 2023. 49 Table of Contents Research and Development, Net Years Ended December 31, (in thousands, except percentages) 2024 2023 $ Change % Change Research and development, net $ 174,394 $ 119,054 $ 55,340 46 % Research and development expense increased by $55.3 million, or 46%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023, 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.
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 and other factors.
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.
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 believe that our existing cash, cash equivalents, 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.
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 the Business Combination and payments received from customers.
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 the Business Combination, net proceeds received from our ATM Equity Offerings and payments received from customers.
Additionally, delays or setbacks in Neutron development may require more research, development and capital expenditures than we currently anticipate, which could adversely affect our liquidity and capital resources in future periods.
Additional delays or setbacks in Neutron development may require more research, development and capital expenditures than we currently anticipate, which could adversely affect our liquidity and capital resources in future periods.
(acquired January 2022). 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.
(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.
While we have made significant progress across Neutron’s structures and infrastructure to date, including engine testing and initial production execution, the commercial development of a new launch vehicle is inherently time consuming and involves numerous risks throughout the engineering and manufacturing development cycle, any of which could create delays in reaching the initial launch and future launches of the completed vehicle.
While we have made significant progress across Neutron’s structures and infrastructure to date, including engine testing and initial production execution, the commercial development of a new launch vehicle is inherently time consuming and involves numerous risks throughout the engineering and manufacturing development cycle, hardware and systems testing, and infrastructure readiness, any of which could create further delays in reaching the initial launch and future launches of the completed vehicle.
While our business has historically been centered on the development of small-class launch vehicles and the related sale of launch services, we are currently innovating in the areas of medium-class launch vehicles and launch services, space systems design and manufacturing, on-orbit management solutions, and space data applications.
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.
The decrease in cost per launch in the years ended December 31, 2024 and 2023 was driven by efficiencies of scale.
The decrease in cost per launch in the years ended December 31, 2025 and 2024 was driven by efficiencies of scale.
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. Ability to improve profit margins and scale our business We intend to continue to invest in initiatives to improve our operating leverage and significantly ramp production.
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. 44 Table of Contents Ability to improve profit margins and scale our business We intend to continue to invest in initiatives to improve our operating leverage and significantly ramp production.
The effective tax rate was (2.0)% for the year ended December 31, 2023, compared to (2.3)% for the year ended December 31, 2022. The effective tax rate differs from the federal statutory rate due primarily to a full valuation allowance against our U.S. deferred tax assets.
The effective tax rate was (0.4)% for the year ended December 31, 2024, compared to (2.0)% for the year ended December 31, 2023. The effective tax rate differs from the federal statutory rate due primarily to a full valuation allowance against our U.S. deferred tax assets.
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. and aerospace software firm Advanced Solutions, Incorporated.
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.
We have successfully launched Electron 54 times delivering over 200 spacecraft to orbit, including one suborbital launch, through December 31, 2024. 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) and SolAero Technologies Corp.
We have successfully launched Electron 75 times delivering over 200 spacecraft to orbit, including suborbital launches, through December 31, 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.
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.
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.
Due to the nature of the work performed under spacecraft construction contracts, the estimation of physical and technical progress requires judgment and is subject to many variables including but not limited to actual progress and costs incurred, labor productivity, changes in cost and availability of materials.
Due to the nature of the work performed under spacecraft construction contracts, the estimation of physical and technical progress requires judgment and is subject to many variables including but not limited to actual progress and costs incurred, labor productivity, changes in cost and availability of materials. Significant estimates and assumptions are made in estimating contract costs.
For the years ended December 31, 2024, 2023 and 2022, our revenue value per launch was $7.8 million, $7.1 million and $6.7 million, respectively. Meanwhile, cost per launch was $5.7 million, $7.0 million and $7.5 million for the years ended December 31, 2024, 2023 and 2022, respectively.
For the years ended December 31, 2025, 2024 and 2023, our revenue per launch was $8.5 million, $7.8 million and $7.1 million, respectively. Meanwhile, cost per launch was $4.8 million, $5.7 million and $7.0 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Government expenditures and private enterprise investment into the space economy Government expenditures and private enterprise investment has fueled the growth in our target markets. We expect the continued availability of government expenditures and private investment for our customers to help fund purchases of our products and services will remain.
Government expenditures and private enterprise investment into the space economy Government expenditures and private enterprise investment has fueled the growth in our target markets. We expect the continued availability of government expenditures and private investment for our customers to help fund purchases of our products and services will remain. This is an important factor in our company’s growth prospects.
As of December 31, 2024, we had $271.0 million of cash and cash equivalents and $208.6 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.
As of December 31, 2025, we had $828.7 million of cash and cash equivalents and $270.2 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.
Other Income, Net Years Ended December 31, (in thousands, except percentages) 2024 2023 $ Change % Change Other income, net $ 4,431 $ 3,715 $ 716 19 % Other income increased by $0.7 million, or 19%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to a gain on sale of assets related to the sale of a helicopter and spare parts in 2024, partially offset by a decrease in accretion of marketable securities purchased at a discount.
Other Income, Net Years Ended December 31, (in thousands, except percentages) 2024 2023 $ Change % Change Other income, net $ 4,431 $ 3,715 $ 716 19 % Other income increased by $0.7 million, or 19%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to a gain on sale of assets related to the sale of a helicopter and spare parts in 2024, partially offset by a decrease in accretion of marketable securities purchased at a discount. 50 Table of Contents Provision for Income Taxes Years Ended December 31, (in thousands, except percentages) 2024 2023 $ Change % Change Provision for income taxes $ (764) $ (3,650) $ 2,886 (79) % We recorded income tax expense of $0.8 million and $3.7 million for the years ended December 31, 2024 and 2023, respectively.
This year-on-year increase primarily resulted from increased revenues in our organic space system products and services representing growth of $138.1 million and higher launch cadence that delivered growth of $53.5 million.
This year-on-year increase primarily resulted from increased revenues in our organic space system products and services representing growth of $91.9 million and higher launch cadence that delivered growth of $73.7 million.
Launch Vehicle Build-Rate and Launch Cadence 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 launched nine Electron vehicles in 2022, ten Electron vehicles in 2023 and 16 Electron vehicles in 2024.
Launch Vehicle Build-Rate and Launch Cadence We built approximately 11 Electron launch vehicles in 2023, approximately 14 Electron launch vehicles in 2024 and approximately 24 Electron launch vehicles in 2025. We launched ten Electron vehicles in 2023, 16 Electron vehicles in 2024 and 21 Electron vehicles in 2025.
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 54 successful missions through December 31, 2024. 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.
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 75 successful missions through December 31, 2025. In 2025, Electron was the second most frequently launched orbital rocket.
Revenue Growth We generated $436.2 million and $244.6 million in revenue for the years ended December 31, 2024 and 2023, respectively, representing a year-on-year increase in revenue of approximately 78%.
Revenue Growth We generated $601.8 million and $436.2 million in revenue for the years ended December 31, 2025 and 2024, respectively, representing a year-on-year increase in revenue of approximately 38%.
The effective tax rate was (0.4)% for the year ended December 31, 2024, compared to (2.0)% for the year ended December 31, 2023.
The effective tax rate was 12.3% for the year ended December 31, 2025, compared to (0.4)% for the year ended December 31, 2024.
The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes.
We utilize a two-step approach to recognizing and measuring uncertain income tax positions (tax contingencies). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes.
In addition, even if we succeed in developing Neutron consistent with our targeted timeline, we could be unsuccessful in developing the ability to produce these launch vehicles in quantities and with the necessary quality manufacturing system that ensures each vehicle and engines perform as required.
In addition, even if we succeed in developing Neutron to a successful initial launch, we could be unsuccessful in developing the ability to produce these launch vehicles in quantities and with the necessary quality manufacturing system that ensures each vehicle and engines perform as required or meet our expectations for future launch cadence.
Variable consideration may consist of final milestone payments, mission success fees or liquidating damages that are earned or penalized if certain contractual milestones are achieved or are not achieved.
The consideration promised within a contract may include fixed amounts and variable amounts. Variable consideration may consist of final milestone payments, mission success fees or liquidating damages that are earned or penalized if certain contractual milestones are achieved or are not achieved.
Cash Flows from Investing Activities Cash used in investing activities for the year ended December 31, 2024 of $98.3 million was primarily driven by capital equipment and infrastructure investments of $67.1 million and net cash used related to purchases, maturities and sales of marketable securities of $43.8 million.
Cash Flows from Investing Activities Cash used in investing activities for the year ended December 31, 2025 of $347.4 million was primarily driven by capital equipment and infrastructure investments of $156.3 million, cash paid for the GEOST acquisition of $132.4 million and net cash used related to purchases, maturities and sales of marketable securities of $59.1 million.
Actual future operating results and the underlying amount and type of income could differ materially from our estimates, assumptions and judgments thereby impacting its consolidated financial position and results of operations.
Actual future operating results and the underlying amount and type of income could differ materially from our estimates, assumptions and judgments thereby impacting its consolidated financial position and results of operations. Business Combinations The results of businesses acquired in a business combination are included in our consolidated financial statements from the date of the acquisition.
This is an important factor in our company’s growth prospects. 44 Table of Contents Key Metrics and Select Financial Data We monitor the following key financial and operational metrics that assist us in evaluating our business, measuring our performance, identifying trends and making strategic decisions.
Key Metrics and Select Financial Data We monitor the following key financial and operational metrics that assist us in evaluating our business, measuring our performance, identifying trends and making strategic decisions.
Additionally, we expect our capital and operating expenditures will increase significantly in connection with ongoing activities as we: • increase our investment in marketing, advertising, sales and distribution infrastructure for our existing and future products and services; • develop additional new products and enhancements to existing products; • obtain, maintain and improve our operational, financial and management performance; • hire additional personnel; • obtain, maintain, expand and protect our intellectual property portfolio; and • continue to operate as a public company.
Additionally, we expect our capital and operating expenditures will increase significantly in connection with ongoing activities as we: • increase our investment in marketing, advertising, sales and distribution infrastructure for our existing and future products and services; • develop additional new products and enhancements to existing products; • obtain, maintain and improve our operational, financial and management performance; • hire additional personnel; • obtain, maintain, expand and protect our intellectual property portfolio; and • continue to operate as a public company. 51 Table of Contents Indebtedness On February 6, 2024, the Company issued $355.0 million aggregate principal amount of its 4.250% Convertible Senior Notes due 2029 (the “Notes”).
Provision for Income Taxes Years Ended December 31, (in thousands, except percentages) 2024 2023 $ Change % Change Provision for income taxes $ (764) $ (3,650) $ 2,886 (79) % We recorded income tax expense of $0.8 million and $3.7 million for the years ended December 31, 2024 and 2023, respectively.
Benefit (Provision) for Income Taxes Years Ended December 31, (in thousands, except percentages) 2025 2024 $ Change % Change Benefit (provision) for income taxes $ 27,688 $ (764) $ 28,452 (3,724) % We recorded income tax benefit of $27.7 million for the year ended December 31, 2025 and income tax expense of $0.8 million for the year ended December 31, 2024.
When this occurs, a provision for the entire loss is determined at the contract level and is recorded in the period in which the loss is evident.
A provision for contract loss is when estimates of total costs to be incurred on a contract exceed total estimates of the transaction price. When this occurs, a provision for the entire loss is determined at the contract level and is recorded in the period in which the loss is evident.
Research and Development, Net Years Ended December 31, (in thousands, except percentages) 2023 2022 $ Change % Change Research and development, net $ 119,054 $ 65,168 $ 53,886 83 % Research and development expense increased by $53.9 million, or 83%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to Neutron development progress, increased staff cost as a result of hiring and prototype spend focused on expanding our Photon and spacecraft components product portfolio.
Research and Development, Net Years Ended December 31, (in thousands, except percentages) 2025 2024 $ Change % Change Research and development, net $ 270,716 $ 174,394 $ 96,322 55 % Research and development expense increased by $96.3 million, or 55%, for the year ended December 31, 2025 as compared to the year ended December 31, 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.
Income Taxes We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized by applying the statutory tax rates in effect in the years in which the differences between the financial reporting and tax filing bases of existing assets and liabilities are expected to reverse.
Under this method, deferred tax assets and liabilities are recognized by applying the statutory tax rates in effect in the years in which the differences between the financial reporting and tax filing bases of existing assets and liabilities are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.
Interest Expense, Net Years Ended December 31, (in thousands, except percentages) 2024 2023 $ Change % Change Interest expense, net $ (3,954) $ (4,248) $ 294 (7) % Interest expense, net of interest income decreased by $0.3 million, or 7%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to an increase of interest income from increased money market account balances and decreased interest expense on secured borrowings, partially offset by interest expense incurred on senior convertible notes.
Interest Expense Years Ended December 31, (in thousands, except percentages) 2024 2023 $ Change % Change Interest expense $ (26,179) $ (17,525) $ (8,654) 49 % Interest expense increased by $8.7 million, or 49%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to an increase of interest expense incurred on senior convertible notes, partially offset by interest expense on secured borrowings.
Included in the cash provided by operating assets and liabilities are $76.9 million in contract liabilities, $24.8 million in trade payables, $9.1 million in accrued expenses and $7.6 million in prepaids and other assets, offset by cash used in operating assets and liabilities including $50.2 million in contract assets, $12.9 million in other non-current assets and $12.4 million in inventories.
Included in the cash used in operating assets and liabilities are $39.9 million in inventories, $21.6 million in contract liabilities, $15.5 million in prepaids and other assets, $11.5 million in non-current lease liabilities, offset by cash provided by operating assets and liabilities including $15.8 million in other non-current assets and $10.2 million in trade payables.
We do not have a history of significant changes in our estimates of variable consideration; however, judgment is involved in estimating the amounts on long term contracts and could be subject to change if we encounter significant delays in production. 52 Table of Contents For revenue recognized over-time, we use an input method, based on costs incurred relative to total estimated costs at completion to estimate the percentage of completion.
We do not have a history of significant changes in our estimates of variable consideration; however, judgment is involved in estimating the amounts on long term contracts and could be subject to change if we encounter significant delays in production.
The over-time revenue is recognized based on the percentage of the total project cost that has been realized. 45 Table of Contents Estimating future revenues and associated costs and profit is a process requiring a high degree of management judgment, including management’s assumptions regarding our future operational performance as well as general economic conditions.
Estimating future revenues and associated costs and profit is a process requiring a high degree of management judgment, including management’s assumptions regarding our future operational performance as well as general economic conditions.
The assumptions used in calculating the fair value of stock-based awards represent our best estimates, however, these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change or we use different assumptions, stock-based compensation expense could be materially different in the future.
The assumptions used in calculating the fair value of stock-based awards represent our best estimates, however, these estimates involve inherent uncertainties and the application of judgment.
As of December 31, 2024, there was $58.3 million principal outstanding under the Loan Agreement, of which $12.0 million is classified as current in the Company’s consolidated balance sheets, with the remainder classified as long-term borrowing. 51 Table of Contents Cash Flows The following table summarizes our cash flows for the periods presented: Years Ended December 31, (in thousands) 2024 2023 2022 Net cash provided by (used in): Operating activities $ (48,890) $ (98,867) $ (106,538) Investing activities (98,327) 12,018 (346,079) Financing activities 256,682 7,369 2,041 Effect of exchange rate changes (597) 43 4,372 Net increase (decrease) in cash, cash equivalents, and restricted cash $ 108,868 $ (79,437) $ (446,204) Cash Flows from Operating Activities Net cash used in operating activities for the year ended December 31, 2024 of $48.9 million, which consisted of $190.2 million in operating loss, $95.5 million non-cash expense and $45.8 million in cash provided by operating assets and liabilities.
Cash Flows The following table summarizes our cash flows for the periods presented: Years Ended December 31, (in thousands) 2025 2024 2023 Net cash provided by (used in): Operating activities $ (165,521) $ (48,890) $ (98,867) Investing activities (347,397) (98,327) 12,018 Financing activities 1,071,271 256,682 7,369 Effect of exchange rate changes (110) (597) 43 Net increase (decrease) in cash, cash equivalents, and restricted cash $ 558,243 $ 108,868 $ (79,437) Cash Flows from Operating Activities Net cash used in operating activities for the year ended December 31, 2025 of $165.5 million, which consisted of $198.2 million in net loss, $91.5 million non-cash expense and $58.8 million in cash used in operating assets and liabilities.
If our actual costs exceed our estimates, our margins and profits are reduced and we could incur a provision for contract loss. A provision for contract loss is when estimates of total costs to be incurred on a contract exceed total estimates of the transaction price.
For the impacts of changes in estimates on our consolidated statements of operations and comprehensive loss, see Note 3 to the consolidated financial statements. If our actual costs exceed our estimates, our margins and profits are reduced and we could incur a provision for contract loss.
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. As of December 31, 2024, our backlog totaled $1,067.0 million, of which $680.7 million is related to space systems and $386.3 million is related to launch services.
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 shares have actively traded for a short period of time subsequent to the Business Combination, the volatility is based on the weighted average historical volatilities of our common stock and a pool of public companies that are comparable to us.
The fair value of common stock based on the market price of our common stock underlying the awards on the grant date. • Expected volatility . The volatility is based on the weighted average historical volatilities of our common stock and a pool of public companies that are comparable to us.
Included in the non-cash activities are $56.8 million in stock-based compensation expense and $33.7 million in depreciation and amortization.
Included in the non-cash activities are $71.1 million in stock-based compensation expense and $43.9 million in depreciation and amortization, partially offset by $30.7 million in deferred income taxes.
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 and mission operations to provide customers with streamlined access to orbit with Rocket Lab as a single mission partner. 43 Table of Contents Recent Developments Neutron Update We continue to make significant progress across Neutron’s structures and infrastructure at our LC-3 facility in Virginia.
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. 43 Table of Contents Recent Developments Space Development Agency Tracking Layer Tranche 3 On December 17, 2025, we entered into an agreement with the Space Development Agency (“SDA”) to design, manufacture and provide operations and sustainment for 18 satellites for the Tracking Layer Tranche 3 program (“Tranche 3”) under the Proliferated Warfighter Space Architecture.
Point-in-time revenue recognition results in cash payments being initially accrued to the balance sheet as deferred revenue as contractual milestones are accomplished and then recognized as revenue once the final contractual obligation is completed. Over-time revenue recognition is generally based on an input measure of progress based on costs incurred compared to estimated total costs at completion.
Revenues from long-term contracts are recognized using either the “point-in-time” or “over-time” method of revenue recognition. Point-in-time revenue recognition results in cash payments being initially accrued to the balance sheet as deferred revenue as contractual milestones are accomplished and then recognized as revenue once the final contractual obligation is completed.
We will continue to invest in increasing production and expanding our product offerings through acquisitions. 50 Table of Contents Material Cash Requirements As of December 31, 2024, we had outstanding $58.3 million in aggregate principal amount of indebtedness under our equipment financing agreement, of which $12.0 million was scheduled to become due in the following twelve months.
We will continue to invest in increasing production and expanding our product offerings through acquisitions. Material Cash Requirements As of December 31, 2025, our total minimum lease payments was $151.0 million, of which $17.9 million is due in the following twelve months.
As of December 31, 2024, our total minimum lease payments was $102.3 million, of which $10.9 million is due in the following twelve months. For details regarding our indebtedness and lease obligations at December 31, 2024, refer to Note 12, Loan Agreements, and Note 16, Leases, to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
For details regarding our lease obligations at December 31, 2025, refer to Note 16, Leases, to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Our capital expenditures for the fiscal year ended December 31, 2025 were $156.3 million.
GAAP”) requires us to make estimates and judgments that affect the amounts reported in those financial statements and accompanying notes. Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those estimates.
GAAP”) requires us to make estimates and judgments that affect the amounts reported in those financial statements and accompanying notes.
Cost of Revenues Years Ended December 31, (in thousands, except percentages) 2023 2022 $ Change % Change Cost of revenues $ 193,183 $ 192,006 $ 1,177 1 % Cost of revenues increased by $1.2 million, or 1%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022.
Comparison of the Years Ended December 31, 2024 and 2023 Revenues Years Ended December 31, (in thousands, except percentages) 2024 2023 $ Change % Change Revenues $ 436,214 $ 244,592 $ 191,622 78 % Revenue increased by $191.6 million, or 78%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Indebtedness On February 6, 2024, the Company issued $355.0 million aggregate principal amount of its 4.250% Convertible Senior Notes due 2029 (the “Notes”). The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of February 6, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of February 6, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). As of December 31, 2025, there was $155.7 million outstanding under the Notes, before unamortized discount and debt issuance costs of $3.3 million.
Revenue and Cost Value Per Launch Revenue value per launch represents the average revenue per launch contract attributable to launches that occurred during a period, regardless of when the revenue was recognized. Revenue value per launch can be a useful metric to provide insight into general competitiveness and price sensitivity in the marketplace.
Revenue and Cost Per Launch 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.
Space systems cost of revenue was $129.4 million for the year ended December 31, 2023, an increase of $5.0 million, or 4%, primarily due to spacecraft manufacturing growth. Cost of revenues for the year ended December 31, 2023 decreased to 79% of total revenue as compared to 91% for the year ended December 31, 2022.
Space systems cost of revenue was $276.8 million for the year ended December 31, 2025, an increase of $47.6 million, or 21%, primarily due to spacecraft manufacturing growth. Launch Service cost of revenues was $117.8 million for the year ended December 31, 2025, an increase of $27.0 million, or 30%, primarily due to a higher launch cadence referenced above.
The costs incurred are determined by assessing the physical and technical progress on the spacecraft applied to the standard costs.
For revenue recognized over-time, we use an input method, based on costs incurred relative to total estimated costs at completion to estimate the percentage of completion. The costs incurred are determined by assessing the physical and technical progress on the spacecraft applied to the standard costs.
Components of Results of Operations Revenue Our revenues are derived from a combination of long-term fixed price contracts for launch services and spacecraft builds, and purchase order based spacecraft components sales. Revenues from long-term contracts are recognized using either the “point-in-time” or “over-time” method of revenue recognition.
The increase was primarily a result of continued bookings during the period, which includes the SDA Tranche 3 contract signed in December 2025, and the acquisition of GEOST, partially offset by recognizing revenue on contracts during the period. 45 Table of Contents Components of Results of Operations Revenue Our revenues are derived from a combination of long-term fixed price contracts for launch services and spacecraft builds, and purchase order based spacecraft components sales.
Space systems revenue was $172.7 million for the year ended December 31, 2023, an increase of $22.4 million, or 15%, primarily due to spacecraft manufacturing growth.
Space systems revenue was $402.8 million for the year ended December 31, 2025, an increase of $91.9 million, or 30%, primarily due to spacecraft manufacturing growth, partially offset by a net $7.9 million downward cumulative catch-up adjustment to revenue primarily related to changes in the estimated costs to complete an individual contract.
Other Income (Expense), Net Years Ended December 31, (in thousands, except percentages) 2023 2022 $ Change % Change Other income (expense), net $ 3,715 $ 1,010 $ 2,705 268 % Other income increased by $2.7 million, or 268%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to accretion of marketable securities purchased at a discount.
Interest Expense Years Ended December 31, (in thousands, except percentages) 2025 2024 $ Change % Change Interest expense $ (26,489) $ (26,179) $ (310) 1 % Interest expense increased by $0.3 million, or 1%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.
Revenue Recognition The transaction price represents the amount of consideration to which we expect to be entitled in exchange for transferring the promised products or services to our customers. The consideration promised within a contract may include fixed amounts and variable amounts.
Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those estimates. 52 Table of Contents Revenue Recognition The transaction price represents the amount of consideration to which we expect to be entitled in exchange for transferring the promised products or services to our customers.
Interest Income (Expense), Net 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.
Interest Expense Interest expense consists primarily of interest expense on our loan agreements, amortization of debt issuance costs and finance lease interest. 46 Table of Contents Interest Income Interest income consists primarily of interest income on our cash and cash equivalents, marketable securities and customer financing.
Cash Flows from Financing Activities Cash provided by financing activities for the year ended December 31, 2024 of $256.7 million was primarily related to $355.0 million of proceeds from the issuance of convertible senior notes, partially offset by $51.7 million of repayments on Trinity Loan Agreement, $43.2 million purchase of capped calls related to the issuance of convertible senior notes and $12.2 million of debt issuance costs.
Cash Flows from Financing Activities Cash provided by financing activities for the year ended December 31, 2025 of $1,071.3 million was primarily related to $1,119.5 million of net proceeds from the issuance of common stock under the ATM Equity Offerings and $11.0 million in proceeds from our Employee Stock Purchase Plan, partially offset by $61.5 million net cash outflows related to debt activities.
As of December 31, 2024, there was $355.0 million outstanding under the Notes, before unamortized discount and debt issuance costs of $9.6 million. As of December 31, 2024, the effective interest rate under the Notes was 5.0%.
As of December 31, 2025, the effective interest rate under the Notes was 5.0%. In addition, the Company has financing agreements with $1.7 million outstanding as of December 31, 2025.
Interest Income (Expense), Net Years Ended December 31, (in thousands, except percentages) 2023 2022 $ Change % Change Interest income (expense), net $ (4,248) $ (7,799) $ 3,551 (46) % Interest expense, net of interest income decreased by $3.6 million, or 46%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to an increase of interest income on marketable securities and money market funds, partially offset by increased interest expense on our floating rate term loan from Hercules. 49 Table of Contents Loss on Foreign Exchange Years Ended December 31, (in thousands, except percentages) 2023 2022 $ Change % Change Loss on foreign exchange $ (470) $ (4,435) $ 3,965 (89) % Loss on foreign exchange decreased by $4.0 million, or 89%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to our New Zealand intercompany loan denominated in New Zealand Dollar.
Loss on Foreign Exchange Years Ended December 31, (in thousands, except percentages) 2025 2024 $ Change % Change Loss on foreign exchange $ (463) $ (87) $ (376) 432 % Loss on foreign exchange increased by $0.4 million, or 432%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to fluctuations on the foreign exchange rates of the New Zealand Dollar and Canadian Dollar as compared to the U.S.
Based on our evaluation of progress to date and necessary testing, engineering, qualification and manufacturing and infrastructure milestones still necessary to be achieved, we continue to plan for the debut launch of Neutron in the second half of 2025, although uncertainty remains in the complex development cycle of a new launch vehicle which could result in our targeted timeline for first launch slipping further.
However, risk and uncertainty remains in the complex development cycle of a new launch vehicle which could impact our current best estimate of a targeted timeline for first launch.
Removed
Archimedes engine qualification continues at Rocket Lab’s engine test site at the Stennis Space Center in Mississippi. Performance iterations on the production line have resulted in mass reductions of more than 200kg per engine. We introduced our proposed modified barge, that will be customized to enable landings at sea for our reusable Neutron rocket.
Added
The contract with SDA has a total potential value of $816 million, which includes a base amount of $806 million and options totaling $10 million. Work under the agreement will begin immediately with final delivery of the satellites for launch expected in 2029. Neutron Update We continue to make significant progress in the development of the Neutron launch vehicle.
Removed
Each project has a contractual revenue value and an estimated cost.
Added
Neutron qualification testing of flight hardware from large structures through to component level systems is ongoing. Several major vehicle structures have completed successful qualification and are moving into final integration and test phase, including the fairing, second stage, and thrust structure.
Removed
The effective tax rate differs from the federal statutory rate due primarily to a full valuation allowance against our U.S. deferred tax assets. 48 Table of Contents Comparison of the Years Ended December 31, 2023 and 2022 Revenues Years Ended December 31, (in thousands, except percentages) 2023 2022 $ Change % Change Revenues $ 244,592 $ 210,996 $ 33,596 16 % Revenue increased by $33.6 million, or 16%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022.
Added
An unanticipated failure during qualification testing of the first stage tank occurred in January 2026 and this has impacted the expected timing of Neutron’s first launch.
Removed
Launch services revenue was $71.9 million for the year ended December 31, 2023, an increase of $11.2 million, or 18%, primarily due to a higher launch cadence, with ten launch missions completed in the year ended December 31, 2023, versus nine launch mission completed in the year ended December 31, 2022.
Added
Based on our evaluation of necessary time to produce a new tank and complete robust testing of the tank as well as the Archimedes engine, and qualification of remaining systems and hardware, Neutron’s first launch is now targeted for Q4 2026.
Removed
Launch Service cost of revenues was $63.8 million for the year ended December 31, 2023, a decrease of $3.8 million, or 6%, primarily due to a release of a $4.1 million provision for contract losses and a $2.1 million benefit from non-recurring employee retention credit, offset by the higher launch cadence referenced above.
Added
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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

3 edited+1 added−0 removed6 unchanged
Biggest changeOur market risk exposure is primarily the result of fluctuations in foreign currency exchange rates, interest rates and inflation. 53 Table of Contents Foreign Currency Exchange Risk Our reporting currency is the U.S. dollar, and the functional currency of each of our subsidiaries is either its local currency or the U.S. dollar.
Biggest changeForeign Currency Exchange Risk Our reporting currency is the U.S. dollar, and the functional currency of each of our subsidiaries is either its local currency or the U.S. dollar.
Increases and decreases in the relative value of the U.S. dollar to other currencies may positively or negatively affect revenue and other operating results as expressed in U.S. dollars. Foreign currency translation adjustments are accounted for as a component of accumulated other comprehensive income (loss) within stockholders’ equity.
Increases or decreases in the relative value of the U.S. dollar to other currencies may positively or negatively affect revenue and other operating results as expressed in U.S. dollars. Foreign currency translation adjustments are accounted for as a component of accumulated other comprehensive income (loss) within stockholders’ equity.
Interest Rate Risk As of December 31, 2024, we had cash and cash equivalents of $271.0 million, comprised primarily of operating accounts and money market instruments and $208.6 million invested in marketable securities, comprised of U.S. Treasury securities, corporate debt securities, certificates of deposit, asset backed securities, commercial paper and Yankee bonds.
Interest Rate Risk As of December 31, 2025, we had cash and cash equivalents of $828.7 million, comprised primarily of operating accounts and money market instruments and $270.2 million invested in marketable securities, comprised of corporate debt securities, U.S. Treasury securities, asset-backed securities, commercial paper, certificates of deposit and Yankee bonds.
Added
Our market risk exposure is primarily the result of fluctuations in foreign currency exchange rates, interest rates and inflation. In addition, we are subject to broader market risk that is created by the global market disruptions and uncertainties resulting from macroeconomic challenges, geopolitical events, tariffs, trade and other international disputes.

Other RKLB 10-K year-over-year comparisons