Rocket Lab Corporation Common Stock

Credit and liquidity · Liquidity and cash flow constraints

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. We currently have, and will continue to have, significant lease obligations for our for properties, vehicles and equipment.

International and currency · Foreign exchange and currency exposure

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 are exposed to foreign exchange risk as certain of our expenses and liabilities are required to be paid in currencies other than the U.S. dollar, primarily the New Zealand dollar. During 2025, approximately 15% of our expenditures, or $126.8 million, were denominated in foreign currencies.

Capital structure and performance · Debt management and refinancing

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. As of December 31, 2025, we had $157.4 million aggregate principal amount of indebtedness. We may also incur additional indebtedness to meet future financing needs.

International and currency · International operations and emerging markets

If we expand further outside the United States, we will be exposed to a variety of risks associated with international operations that could materially and adversely affect our business. The expansion of our operations subjects us to additional risks that can adversely affect our operating results, including 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.

Market and investment · Market volatility and economic cycles

Our results of operations are materially affected by economic and political conditions in the United States and internationally. 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.

Human capital and workforce · Key personnel dependence and succession

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. Mr. Beck is the source of many, if not most, of the ideas and execution driving our company. If Mr. Beck were to discontinue his service to us due to death, disability or any other reason, there could be a material adverse impact on our operations.

Core operations · Capacity utilization and efficiency

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. Our expansion has placed, and our expected future growth will continue to place, a significant strain on our management, sales and marketing, administrative, financial, research and development, and other resources.

Supply chain and procurement · Supplier operation and dependance

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. Historically, we have contracted with a single vendor or a limited number of vendors to provide certain key products or services, such as composites, inertial measurement units, construction of launch vehicle structures, and ground network services.

Core operations · Safety incidents and operational accidents

The release, unplanned ignition, explosion, or improper handling of dangerous materials used in our business could disrupt our operations and adversely affect our financial results. Our business operations involve the handling, production and disposition of potentially explosive and ignitable energetic materials and other dangerous chemicals, including materials used in rocket propulsion.

Human capital and workforce · Skills shortage and training requirements

Our future success also depends on our ability to identify, attract and retain highly skilled technical, managerial, financial and other personnel. We face intense competition for qualified individuals from numerous companies. Often, significant amounts of time and resources are required to train technical, sales and other personnel.

Tax and financial reporting · Financial reporting and accounting standards

Changes in our accounting estimates and assumptions could negatively affect our financial position and results of operations. We prepare our consolidated financial statements in accordance with GAAP. These accounting principles require us to make estimates and assumptions that affect the reported amounts of assets and liabilities.

Tax and financial reporting · Tax compliance and changes in tax law

Changes in tax law, in our tax rates or in exposure to additional income tax liabilities or assessments may materially and adversely affect our financial condition, results of operations and cash flows. Changes in U.S. and foreign tax laws, regulations and policies may materially and adversely affect our financial condition, results of operations and cash flows.

Natural and catastrophic events · Natural disasters and extreme weather

Natural disasters, unusual weather conditions, epidemic outbreaks, terrorist acts and political events could disrupt our business and flight schedule. The occurrence of one or more natural disasters such as tornadoes, hurricanes, fires, floods and earthquakes, unusual weather conditions, epidemic or pandemic outbreaks, terrorist attacks or disruptive political events in certain regions where our facilities are located could adversely affect our business.

Social and demographic · Public perception and reputation

If we fail to manage our anticipated growth, such failure could negatively affect our reputation and harm our ability to attract new customers and to grow our business. Any launch failures could damage our reputation and ability to obtain future customers for our launch services.

Natural and catastrophic events · Terrorism and security threats

Terrorist attacks, actual or threatened acts of war or the escalation of current hostilities, or any other military or trade disruptions impacting our domestic or foreign suppliers of components of our products, may impact our operations by, among other things, causing supply chain disruptions and increases in commodity prices.

Geopolitical and trade · Government funding and budget changes

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. Changes in government policies, priorities, regulations, government agency mandates, funding levels through agency budget reductions could result in contract terminations, delays in contract awards, reduction in contract scope.

Market position and competition · Disruptive competitors and new market entrants

We may also face competition in the future from emerging low-cost competitors. 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.

Strategic execution · Geographic expansion and market entry

The expansion of our operations subjects us to additional risks that can adversely affect our operating results. 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.

Customer and revenue · Revenue concentration in specific products or segments

Our launch services business is currently dependent on Electron. To be successful, we will need to maintain a sufficient launch rate, which will be negatively impacted if we are not able to operate Electron for any reason.

Cybersecurity and data protection · Third party data security and vendors

Our customers and suppliers face similar threats. Customer or supplier proprietary, classified, or sensitive information stored on our networks is at risk. Assets, intellectual property and products in customer or supplier environments are also inherently at risk. We also have risk where we have access to customer and supplier networks and face risks of breach, disruption, or loss as well.