rklb-20241231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________

FORM 10-K/A

Amendment No. 1

______________________________________________________

(Mark One)


x			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission File Number 001-39560

______________________________________________________

ROCKET LAB USA, INC.

(Exact name of Registrant as specified in its Charter)

______________________________________________________


Delaware			98-1550340
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
3881 McGowen Street Long Beach, California			90808
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (714) 465-5737

______________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

RKLB

The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The aggregate market value of the registrant’s common stock, $0.0001 par value per share, held by non-affiliates of the registrant on June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, was $1,732.3 million (based on the closing sales price of the registrant’s common stock on that date). Shares of the registrant’s common stock held by each officer and director and each other person who may be deemed to be an affiliate of the registrant have been excluded from the computation. This determination of affiliate status with respect to the foregoing calculation is not necessarily a conclusive determination for other purposes.

As of April 25, 2025, the registrant had 461,432,393 shares of common stock, $0.0001 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.


		Page
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	4
Item 11.	Executive Compensation	12
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	36
Item 13.	Certain Relationships and Related Transactions, and Director Independence	38
Item 14.	Principal Accounting Fees and Services	40

PART IV
Item 15.	Exhibits, Financial Statement Schedules	41
SIGNATURES		44


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•AeroVironment •AppFolio •AST SpaceMobile •Astera Labs •Aurora Innovation •BlackLine			•Globalstar •Impinj •Iridium Communications •Joby Aviation •Kratos Defense & Security Solutions •Loar Holdings			•Lucid Group •MACOM Technology Solutions •MDA Space •Mercury Systems •QuantumScape •Viasat


Named Executive Officer	2023 Annual Base Salary	2024 Annual Base Salary	Percentage Adjustment
Mr. Beck1	$500,000	$800,000	60%
Mr. Spice	$407,000	$423,280	4%
Mr. Kampani	$400,000	$416,000	4%
Mr. Klein2	N/A	$400,000	N/A


Named Executive Officer			Discretionary Cash Bonus
Mr. Beck			$783,750
Mr. Spice			$290,277
Mr. Kampani			$203,775
Mr. Klein1			$80,415


Named Executive Officer			# of RSUs Awarded
Mr. Beck			0
Mr. Spice			0
Mr. Kampani			220,594
Mr. Klein1			N/A


Name and Principal Position	Year	Salary ($)(1)	Bonus ($)(2)	Stock Awards ($)(3)	All other Compensation ($)		Total ($)
Peter Beck	2024	575,000	783,750	18,163,473	588,535	(4)	20,110,758
President, Chief Executive Officer	2023	500,000	462,714	—	—		962,714
and Chairman of the Board	2022	486,751	350,000	—	1,069		837,820
Adam Spice	2024	431,453	290,277	—	11,310	(4)	733,040
Chief Financial Officer	2023	407,000	268,189	—	13,133		688,322
	2022	383,111	202,860	9,536,750	7,757		10,130,478
Arjun Kampani	2024	439,381	203,775	1,191,213	11,310	(4)	1,845,679
Senior Vice President, General Counsel	2023	400,000	185,085	—	16,549		600,634
and Corporate Secretary	2022	284,615	108,548	3,212,382	3,489		3,609,034
Frank Klein	2024	107,692	180,415	9,256,000	34,338	(4)	9,578,445
Chief Operations Officer (5)


		Option Awards(1)					Stock Awards(2)
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of shares or units of stock that have not vested (#)		Market value of shares or units of stock that have not vested ($)(3)
Peter Beck	12/3/2024	—		—	—	—	631,498	(4)	16,084,254
	12/3/2024	—		—	—	—	157,875	(5)	4,021,076
Adam Spice	8/3/2018	5,121,652	(6)	—	1.09	8/3/2028	—		—
	5/12/2022	—		—	—	—	689,072	(7)	17,550,664
Arjun Kampani	5/12/2022	—		—	—	—	232,109	(7)	5,911,816
	1/6/2024	—		—	—	—	165,447	(8)	4,213,935
Frank Klein	9/19/2024	—		—	—	—	1,218,750	(9)	31,041,563


	Stock Awards
Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(1)
Peter Beck	—	—
Adam Spice	459,381	4,476,662
Arjun Kampani	209,887	2,045,352
Frank Klein	81,250	1,889,875


Name	Qualifying Termination Not in Connection with a Change in Control ($)(1)		Qualifying Termination in Connection with a Change in Control ($)(1)
Peter Beck
Cash Severance Payment	800,000	(2)	1,200,000	(3)
Cash Incentive Bonus Payment	—		—	(4)
COBRA Premiums	—	(5)	—	(6)
Accelerated Equity Vesting	—		20,105,330	(7)
Adam Spice
Cash Severance Payment	211,640	(2)	423,280	(3)
Cash Incentive Bonus Payment	—		—	(4)
COBRA Premiums	3,465	(5)	6,930	(6)
Accelerated Equity Vesting	—		17,550,664	(7)
Arjun Kampani
Cash Severance Payment	208,000	(2)	416,000	(3)
Cash Incentive Bonus Payment	—		—	(4)
COBRA Premiums	—	(5)	—	(6)
Accelerated Equity Vesting	—		10,125,751	(7)
Frank Klein
Cash Severance Payment	200,000		400,000	(3)
Cash Incentive Bonus Payment	—		—	(4)
COBRA Premiums	9,657		19,313	(6)
Accelerated Equity Vesting	—		31,041,563	(7)


Board:	Annual Retainer
Annual Retainer for Board Membership:
Annual service on the Board	$	50,000
Additional retainer for annual service as non-executive chairperson	$	30,000
Additional retainer for annual service as a lead director of the Board	$	30,000
Additional Annual Retainer for Committee Membership
Annual service as Audit Committee chairperson	$	20,000
Annual service as member of the Audit Committee (other than chair)	$	10,000
Annual service as Compensation Committee chairperson	$	20,000
Annual service as member of the Compensation Committee (other than chair)	$	10,000
Annual service as Nominating and Corporate Governance Committee chairperson	$	15,000
Annual service as member of the Nominating and Corporate Governance Committee (other than chair)	$	7,500
Annual service as Government Security Committee chairperson	$	20,000
Annual service as member of the Government Security Committee (other than chair)	$	10,000


Name	Fees Earned or Paid in Cash ($)	Stock Awards($)(1)	Total ($)
Lt. Gen. Nina Armagno (Ret.)(2)	53,397	324,664		378,061
Edward Frank (3)	78,959	196,518		275,477
Michael Griffin(4)	76,871	196,518	(4)	273,389
Matt Ocko (5)	—	—		—
Jon Olson (6)	76,830	196,518		273,348
Kenneth Possenriede (7)	6,575	634,337		640,912
Merline Saintil (8)	100,877	196,518		297,395
Alex Slusky (9)	56,776	196,518		253,294
Sven Strohband (10)	—	—		—


Name and Address of Beneficial Owner(1)	Number of Shares		% of Voting Power
Directors and Executive Officers:
Peter Beck(2)		51,345,937			10.0	%
Adam Spice(3)		5,858,949			1.3	%
Arjun Kampani(4)		287,550		*
Frank Klein(5)		361,394		*
Matt Ocko(6)		4,766,192			1.0	%
Edward Frank(7)		123,515		*
Jon Olson(8)		432,275		*
Kenneth Possenriede(9)		23,421		*
Merline Saintil(10)		432,275		*
Alex Slusky(11)		654,564		*
Lt. Gen. Nina M. Armagno (Ret.)(12)		77,666		*
All directors and executive officers as a group		64,363,738			12.4	%
Five Percent Holders:
Entities Affiliated with Khosla Ventures(13)		50,982,669			11.0	%
Entities Affiliated with BlackRock, Inc.(14)		32,488,949			7.0	%
Entities Affiliated with the Vanguard Group(15)		35,527,484			7.7	%


Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (#) (a)		Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($) (b)		Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity compensation plans approved by security holders	28,913,838	(1)	1.08	(2)	112,311,158	(3)(4)
Equity compensation plans not approved by security holders	—		—		—
Total	28,913,838		1.08		112,311,158


	Year Ended December 31
	2024		2023
Audit fees	$	3,768,770	$	3,131,815
Audit Related fees(1)	316,786		—
Tax fees(2)	—		63,384
All other fees	—		—
Total	$	4,085,556	$	3,195,199


Exhibit Number						Description

3.1						Certificate of Incorporation of Rocket Lab USA, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by Rocket Lab USA, Inc. on August 30, 2021).

3.2						Bylaws of Rocket Lab USA, Inc. (incorporated by reference to Exhibit 3.2 to the Form 8-K filed by Rocket Lab USA, Inc. on August 30, 2021).

3.3						Certificate of Designations of Series A Convertible Participating Preferred Stock of the Registrant (incorporated by reference to Exhibit 3.1 to Rocket Lab USA, Inc.’s Current Report on Form 8-K filed on January 10, 2025).

4.1						Description of Securities (previo usly filed).

4.2						Indenture, dated February 6, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed on February 7, 2024).

4.3						Form of 4.250% Convertible Senior Note due 2029 (incorporated by reference as an exhibit to Exhibit 4.1 of the Company’s Form 8-K filed on February 7, 2024).

10.1‡						Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-4 filed by Vector Acquisition Corporation on June 25, 2021).

10.2						Second Amended and Restated Registration Rights Agreement, dated as of August 25, 2021, by and among Rocket Lab USA, Inc. (formerly known as Vector Acquisition Delaware Corporation), Vector Acquisition Partners, L.P. and certain other parties thereto (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by Rocket Lab USA, Inc. on August 31, 2021).

10.3‡						Rocket Lab USA, Inc. 2021 Stock Option and Incentive Plan (incorporated by reference to Annex H to the proxy statement/prospectus filed by Vector Acquisition Corporation on July 21, 2021).

10.4‡						Rocket Lab USA, Inc. 2021 Employee Stock Purchase Plan (incorporated by reference to Annex I to the proxy statement/prospectus filed by Vector Acquisition Corporation on July 21, 2021).

10.5‡						Employment Agreement, dated August 12, 2014, between Rocket Lab Limited and Peter Beck (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-4 filed by Vector Acquisition Corporation on June 25, 2021).

10.6‡						Employee Offer Letter, dated March 8, 2018, between Rocket Lab USA, Inc. and Adam Spice (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-4 filed by Vector Acquisition Corporation on June 25, 2021).

10.7‡						Second Amended and Restated 2013 Stock Option and Grant Plan (incorporated by reference to Exhibit 10.10 to the Form 8-K filed by Rocket Lab USA, Inc. on August 31, 2021).

10.8						Deed of Lease between Rocket Lab Limited and Kawatiri Properties Ltd., dated March 8, 2018, for the premises located at 25 Levene Place, Mount Wellington, Auckland 1060, New Zealand (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-4 filed by Vector Acquisition Corporation on June 25, 2021).


10.9						Standard Industrial Lease between Rocket Lab USA, Inc. and Douglas Park Associates III, LLC, dated October 4, 2019, for the premises located at 3881 McGowen Street, Long Beach, CA 90808 (incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-4 filed by Vector Acquisition Corporation on June 25, 2021).

10.10						Amended and Restated Deed of Lease of Rural Land between Rocket Lab Limited and the Proprietors of Tawapata South, dated November 15, 2019, for the premises located at Onenui Station, Mahia 4198, New Zealand (incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S-4 filed by Vector Acquisition Corporation on June 25, 2021).

10.11						Launch Site Access and Operations Support Agreement for LC-2 between Rocket Lab USA, Inc. and the Virginia Commercial Space Flight Authority, dated September 28, 2018, for the premises located at Mid-Atlantic Regional Spaceport, NASA Wallops Flight Facility, Wallops Island, VA (incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-4 filed by Vector Acquisition Corporation on June 25, 2021).

10.12						Deed of Lease between Rocket Lab Limited and Class One Services Ltd., dated November 15, 2019, for the premises located at 387 Coalfields Road, Kopuku 2471, New Zealand (incorporated by reference to Exhibit 10.16 to the Registration Statement on Form S-4 filed by Vector Acquisition Corporation on June 25, 2021).

10.13+						Rocket Lab USA, Inc. Executive Severance Plan (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on November 9, 2021).

10.14‡						Form of Restricted Stock Unit Award Agreement for Employees (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on November 9, 2021).

10.15‡						Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed on November 9, 2021).

10.16‡						Form of Restricted Stock Award Agreement for Employees (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K filed on November 9, 2021).

10.17‡						Form of Non-Qualified Stock Option Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K filed on November 9, 2021).

10.18‡						Form of Non-Qualified Stock Option Agreement for Employees (incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K filed on November 9, 2021).

10.19‡						Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.7 of the Company’s Form 8-K filed on November 9, 2021).

10.20‡						Rocket Lab USA, Inc. Amended and Restated Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q filed on August 11, 2022).

10.21‡						Employment Agreement, dated April 11, 2022, between Rocket Lab USA, Inc. and Arjun Kampani (incorporated by reference to Exhibit 10.28 to the Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 filed by Rocket Lab USA, Inc. on May 2, 2022).

10.22						Asset Purchase Agreement, dated May 23, 2023, by and among Virgin Orbit Holdings, Inc. (the “Seller”), each of the affiliates of the Seller listed on Schedule I thereto, and Rocket Lab USA, Inc., as the buyer (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on May 25, 2023).

10.23						Master Equipment Financing Agreement, dated December 29, 2023, by and between Rocket Lab USA, Inc. and certain of its subsidiaries and Trinity Capital, Inc. (incorporated by reference to Exhibit 10.29 of the Company’s Form 10-K filed on February 28, 2024).

10.24						Form of Capped Call Confirmation (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on February 7, 2024).


10.25						Employment Agreement, dated September 6, 2024, between Rocket Lab USA, Inc. and Frank Klein (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on September 10, 2024).

10.26						Amended and Restated Employment Agreement, dated December 3, 2024, between Rocket Lab Limited and Sir Peter Beck (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by Rocket Lab USA, Inc. on December 5, 2024).

10.27						Exchange Agreement, dated December 3, 2024, between the Company and The Equatorial Trust (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Rocket Lab USA, Inc. on December 5, 2024).

10.28						First Amendment to Master Equipment Financing Agreement, dated October 17, 2024, by and between Rocket Lab USA, Inc. and certain of its subsidiaries and Trinity Capital, Inc . (previously filed).

10.29						Second Amendment to Master Equipment Financing Agreement, dated November 21, 2024, by and between Rocket Lab USA, Inc. and certain of its subsidiaries and Trinity Capital, Inc . (previously filed).

19						Rocket Lab USA, Inc. Insider Trading and Disclosure Policy (previously filed).

21.1						Subsidiaries of the Registrant (previo usly filed).

23.1						Consent of Deloitte & Touche LLP (previously filed).

31.1						Certification of Principal Executive Officer pursuant to Exchange Act rules 13a-14 or 15d-14 (previously filed).

31.2						Certification of Principal Financial Officer pursuant to Exchange Act rules 13a-14 or 15d-14 (previously filed).

31.3*						Certification of Principal Executive Officer pursuant to Exchange Act rules 13a-14 or 15d-14.

31.4*						Certification of Principal Financial Officer pursuant to Exchange Act rules 13a-14 or 15d-14.

32.1†						Certification of Principal Executive Officer and Principal Financial Officer pursuant to Exchange Act rules 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350 (previously furnished).

97						Rocket Lab Compensation Recovery Policy (incorporated by reference to Exhibit 97 of the Company’s Form 10-K filed on February 28, 2024).

101.INS*						Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH*						Inline XBRL Taxonomy Extension Schema Document.

101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104*						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).


	Rocket Lab USA, Inc.

Date: April 30, 2025	By:	/s/ Peter Beck
		Peter Beck
		President, Chief Executive Officer and Chairman

Amendment: SEC Form 10-K/A filed by Rocket Lab USA Inc.