UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 1525, 2025

ROCKET LAB CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Delaware	~~001-39560~~	001-39560	~~39-2182599~~	39-2182599
(State or Other Jurisdiction of Incorporation)	(Commission File Number)		(IRS Employer Identification No.)
(State or Other Jurisdictionof Incorporation)		(Commission File Number)		(IRS EmployerIdentification No.)
3881 McGowen Street
Long Beach, California			~~90808~~	90808
(Address of Principal Executive Offices)			~~(Zip Code)~~	(Zip Code)

Registrant’s Telephone Number, Including Area Code: 714 465-5737

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

~~Trading Symbol~~TradingSymbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

RKLB

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Company Common Stock consideration to be issued, if any, in connection with the Transaction will be issued in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and/or Regulation D thereunder, as a transaction by an issuer not involving a public offering.

Item 8.01 Other Items.

On September 1525, 2025, Rocket Lab Corporation, a Delaware corporation (the “Company”) , entered into ana ~~ATM~~Stock ~~Equity~~Purchase ~~Offering Sales~~ Agreement (~~the~~together ~~“Sales~~with ~~Agreement”)~~the ~~with~~ancillary ~~BofA~~documents ~~Securities~~thereto, ~~Inc.,~~the ~~Cantor~~“Purchase ~~Fitzgerald & Co.~~Agreement”), ~~BTIG,~~by ~~LLC,~~and ~~KeyBanc~~among ~~Capital~~the ~~Markets Inc.~~Company, ~~Citizens~~Rocket ~~JMP~~Lab ~~Securities~~USA, ~~LLC~~Inc., ~~Needham~~a &Delaware ~~Company,~~corporation ~~LLC~~ and ~~Roth~~wholly-owned ~~Capital~~subsidiary ~~Partners, LLC~~of ~~(collectively,~~ the ~~“Sales~~Company ~~Agents~~(“Buyer”), ~~pursuant~~OC toIII ~~which~~LVS ~~the~~LIII ~~Company~~LP, ~~may~~a ~~offer~~Delaware ~~and~~limited ~~sell,~~partnership ~~from~~(“OC ~~time~~III”) toand ~~time,~~CO ~~shares of~~Finance ~~its~~II ~~common~~LVS ~~stock~~I LLC, ~~par~~a ~~value~~Delaware ~~$0.0001~~limited ~~per~~liability ~~share~~company (~~the~~ “~~Shares~~COF II”), ~~having~~and antogether ~~aggregate~~with ~~offering~~OC ~~price of up to $750~~III,~~000,000 through~~ the ~~Sales Agents~~“Sellers”), ~~acting~~which asprovides ~~its agents~~for, oramong ~~directly~~other ~~to the Sales Agents~~things, ~~acting~~Buyer’s aspurchase ~~principal,~~and inacquisition anof ~~“at-the-market” (“ATM”)~~all ~~offering.~~of ~~In connection with entering into~~ the ~~Sales~~issued ~~Agreement,~~and ~~the~~outstanding ~~Company~~ordinary ~~terminated~~shares ~~the~~of ~~sales~~Mynaric ~~agreement~~AG, ~~dated~~ ~~March~~a ~~11,~~stock ~~2025,~~corporation by(Aktiengesellschaft) ~~and~~incorporated ~~among~~under the ~~Company~~laws ~~and~~of the ~~agents~~Federal ~~party~~Republic ~~thereto~~of ~~related~~Germany ~~to its prior ATM offering~~(“Mynaric”).

~~The offer~~Pursuant ~~and~~to ~~sale~~the terms of the ~~Shares~~Purchase Agreement, all of the issued and outstanding ordinary shares of Mynaric will be ~~made~~purchased ~~pursuant~~in toexchange afor ~~shelf~~aggregate ~~registration~~consideration ~~statement~~of on$75 ~~Form S-3~~million, ~~which~~ ~~Rocket~~consisting ~~Lab~~in ~~USA, Inc.,~~cash or shares of the Company’s ~~predecessor~~common stock, ~~filed~~$0.0001 ~~with~~par value (“Company Common Stock”), at the ~~U.S.~~Company’s ~~Securities~~discretion, ~~and~~subject ~~Exchange~~to ~~Commission~~adjustments at closing (the “~~SEC~~Transaction”). ~~on March 11~~Additionally, ~~2025,~~ ~~which~~the ~~automatically~~Purchase ~~became~~Agreement ~~effective~~provides ~~upon~~for ~~filing,~~up asto ~~amended~~$75 bymillion ~~Post-Effective~~in ~~Amendment~~potential ~~No.~~additional 1post-closing earnout payments to ~~such~~Sellers ~~registration~~in ~~statement, filed~~cash byor ~~the~~shares of Company ~~with~~Common ~~the~~Stock ~~SEC~~based on ~~May~~revenue ~~27,~~targets of the Mynaric business for 2025, 2026 and a2027. ~~related~~The ~~prospectus~~Company ~~supplement,~~Common ~~which~~Stock issuable as stock consideration in the ~~Company~~Transaction ~~filed~~will ~~with~~be valued based on the ~~SEC~~volume weighted average price for the twenty (20) consecutive trading days ending on ~~September~~ 15(and including) the trading day that is immediately preceding the day prior to the Closing Date (as defined in the Purchase Agreement) or the earnout payment date, ~~2025~~as applicable.

The ~~Company~~ isPurchase ~~not~~Agreement ~~obligated~~contains torepresentations, ~~sell~~warranties, ~~any~~covenants ~~Shares~~and ~~pursuant~~closing toconditions from and for the ~~Sales~~benefit ~~Agreement.~~of ~~Subject~~each toof the ~~terms~~Company and ~~conditions~~Sellers that are customary for transactions of ~~the~~this ~~Sales Agreement,~~kind. ~~the~~The ~~Sales~~Company ~~Agents~~has ~~have~~also agreed to ~~use~~file ~~commercially~~a ~~reasonable~~resale ~~efforts,~~registration ~~consistent~~statement with ~~their~~respect ~~normal~~to ~~trading~~the ~~and~~Company ~~sales practices~~Common ~~and~~Stock ~~applicable~~issued ~~law~~in ~~and~~the ~~regulations~~Transaction within 30 days after the Closing Date, subject to ~~sell~~certain ~~Shares~~customary ~~from~~exceptions ~~time~~and torequirements ~~time~~as inwell ~~accordance~~as ~~with~~customary ~~the~~selling ~~Company’s~~securityholder ~~instructions, including~~indemnities ~~any~~with ~~price,~~respect ~~time~~to orsuch ~~size~~registration ~~limits~~rights. orThe ~~other~~Transaction ~~customary~~is ~~parameters~~subject orto ~~conditions~~regulatory approval by the ~~Company~~German ~~may~~Ministry ~~impose~~of Foreign Affairs.

The Sales Agreement may be terminated for any reason, at any time, by either the Company or the Sales Agents upon written notice to the other party.

The Sales Agreement contains customary representations and warranties and conditions to the placements of the Shares pursuant thereto.

The foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1		ATM Equity Offering Sales Agreement, dated as of September 15, 2025, by and among Rocket Lab Corporation, BofA Securities, Inc., Cantor Fitzgerald & Co., BTIG, LLC, KeyBanc Capital Markets Inc., Citizens JMP Securities, LLC, Needham & Company, LLC and Roth Capital Partners, LLC.
5.1		Opinion of Goodwin Procter LLP.
23.1		Consent of Goodwin Procter LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 CORPORATION~~		ROCKET LAB CORPORATION
Date:	~~September 15, 2025~~	~~By:~~	~~/s/~~September ~~Adam~~25, ~~Spice~~2025	By:	/s/ Adam Spice
			Adam Spice Chief Financial Officer
					Adam SpiceChief Financial Officer

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