Rocket Lab USA, Inc. Files 8-K: Agreements, Equity Sales, Officer Changes

TL;DR

Rocket Lab signed a big deal, sold some stock, and shuffled execs. Watch this space.

AI Summary

Rocket Lab USA, Inc. announced on December 3, 2024, the entry into a material definitive agreement. The company also reported on unregistered sales of equity securities and changes in its board and officer composition, including director departures and elections, and new compensatory arrangements for certain officers. Financial statements and exhibits were also filed.

Why It Matters

This filing indicates significant corporate actions, including new agreements and potential equity dilution, which could impact investor confidence and stock valuation.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Rocket Lab USA, Inc. (company) — Registrant
• December 03, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 3881 McGowen Street, Long Beach, California 90808 (address) — Principal Executive Office

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share RKLB The Nasdaq Stock Mar
• $800,000 — r will receive an annual base salary of $800,000, retroactively effective as of October
• $8,000,000 — ereof, with an aggregate value equal to $8,000,000 on the date of grant. The number of RSU
• $8,000,000 b — ward will be determined by (i) dividing $8,000,000 by (ii) the average closing market price

Filing Documents

• rklb-20241203.htm (8-K) — 90KB
• rklb-ex3_1.htm (EX-3.1) — 150KB
• rklb-ex10_1.htm (EX-10.1) — 210KB
• rklb-ex10_2.htm (EX-10.2) — 297KB
• img204071894_0.jpg (GRAPHIC) — 214KB
• 0000950170-24-133686.txt ( ) — 1241KB
• rklb-20241203.xsd (EX-101.SCH) — 24KB
• rklb-20241203_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Exchange Agreement The terms of the Preferred Stock Exchange are set forth in an exchange agreement (the " Exchange Agreement ") that was entered into by and between the Company and The Equatorial Trust (the " Trust ") on December 3, 2024. Pursuant to the terms of the Exchange Agreement, the Trust, as the holder of record of an aggregate of 50,951,250 shares of Common Stock beneficially owned by Sir Peter, has agreed to exchange such shares for 50,951,250 shares of Preferred Stock, in a transaction exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the " Securities Act "). The Exchange Agreement contains certain representations, warranties and further agreements by each of the Company and the Trust, and provides that the consummation of the Preferred Stock Exchange and the issuance of the Preferred Stock are subject to certain closing conditions, including that any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall have expired. The Company expects that the consummation of the Preferred Stock Exchange will occur in early 2025. Certificate of Designation The Preferred Stock will be a new series of preferred stock of the Company and will have the designations, powers, preferences, and relative, participating, optional and other special rights, and qualifications, limitations and restrictions thereof, set forth in a Certificate of Designation (the " Certificate of Designation ") that will be filed by the Company with the Secretary of State of the State of Delaware on or before the closing date of the Preferred Stock Exchange. Conversion Rights; Conversion Rate Adjustments Pursuant to the terms of the Certificate of Designation, each share of Preferred Stock will be convertible at any time at the option of the holder of the Preferred Stock (a " Holder ") into a number of shares of Common Stock at the then-appl

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Company relied on the exemption from registration afforded by Section 3(a)(9)of the Securities Act of 1933, as amended, for the issuance of the Preferred Stock solely in exchange for Common Stock held by an existing securityholder in the exchange transaction described above, where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. In connection with the Preferred Stock Exchange, on December 3, 2024 Rocket Lab Limited, a New Zealand limited company and wholly-owned subsidiary of the Company, entered into an amended and restated employment agreement with Sir Peter (the " A&R Beck Agreement ") to provide Sir Peter with a total compensation package that the Company believes is competitive in the market for similar positions based on peer group data as well as Sir Peter's qualifications and experience. The A&R Beck Agreement resulted from negotiations between Sir Peter and the Company's Compensation Committee and was approved by the Board. The A&R Beck Agreement and the Preferred Stock Exchange described above were recommended to the Board contingent upon each other. Pursuant to the terms of the A&R Beck Agreement, Sir Peter will continue to be the Chief Executive Officer of the Company and the Chair of the Board. Sir Peter will receive an annual base salary of $800,000, retroactively effective as of October 1, 2024, and is eligible to receive an annual performance bonus with a target annual bonus amount equal to 100% of his annual base salary, payable in cash, fully-vested rest

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward looking statements contained in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the " Exchange Act "). All statements contained in this Current Report on Form 8-K other than statements of historical fact, including, without limitation, statements regarding our expectations with respect to the benefits and objectives of the Preferred Stock Exchange, the terms of the Preferred Stock and whether the Preferred Stock Exchange will be consummated, are forward-looking statements. The words "believe," "may," "will," "estimate," "potential," "continue," "anticipate," "intend," "expect," "strategy," "future," "could," "would," "project," "plan," "target," and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including but not limited to the factors, risks and uncertainties included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as such factors may be updated from time to time in our other filings with the Securities and Exchange Commission (the " SEC "), accessible on the SEC's website at www.sec.gov and the Investor Relations section of our website at www.rocketlabusa.com, which could cause our actual results to differ materially from those indicated by the forward-looking statements made in this Current

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 3.1 Form of Certificate of Designation of the Company. 10.1 Exchange Agreement, dated December 3, 2024, between the Company and The Equatorial Trust. 10.2 Amended and Restated Employment Agreement, dated December 3, 2024, between Rocket Lab Limited and Sir Peter Beck. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ROCKET LAB USA, INC. Date: December 5, 2024 By: /s/ Arjun Kampani Arjun Kampani Senior Vice President, General Counsel, and Corporate Secretary