Rocket Lab美股招股说明书(2026-05-20版)

directly to the sales agents acting as principals, we also may enter into forward sale agreements under separate forward sale confirmations between us and Bank ofAmerica, N.A., Citizens JMP Securities, LLC, Deutsche Bank AG, London Branch, Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., Morgan Stanley & Co.LLC, Nomura Global Financial Products, Inc., Robert W. Baird & Co. Incorporated, Stifel, Nicolaus & Company, Incorporated, The Toronto-Dominion Bank and WellsFargo Bank, National Association or one or more of their respective affiliates. These entities, when acting in such capacity, are referred to in this prospectus supplementas “forward purchasers.” In connection with each forward sale agreement, the relevant forward purchaser (or its affiliate) will, at our request, attempt to borrow fromthird-party stock lenders and, through the relevant sales agent, sell a number of shares of our common stock equal to the number of shares that underlie such forwardsale agreement to hedge such forward sale agreement. BofA Securities, Inc., Citizens JMP Securities, LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC,KeyBanc Capital Markets Inc., Morgan Stanley & Co. LLC, Nomura Securities International, Inc., Robert W. Baird & Co. Incorporated, Stifel, Nicolaus & Company,Incorporated, TD Securities (USA) LLC and Wells Fargo Securities, LLC, when acting as the agent for a forward purchaser, is referred to in this prospectus supplementas a “forward seller,” except in the case of BTIG, LLC, for which references to the forward seller refer instead to Nomura Securities International, Inc. (acting throughBTIG, LLC as sales agent). Transactions contemplated by the forward sale agreements are referred to here as “forward transactions.”In a forward transaction under one form of forward sale agreement, which we refer to as an “initially priced forward transaction,” we may enter into one or more forward sale agreements relating to one or more initially priced forward transactions (“initially priced forward sale agreements”) with a forward purchaser, pursuant towhich we will receive the forward sale price under the forward sale agreement at the settlement of the initially priced forward transaction, subject to the price adjustmentand other provisions of the applicable forward sale agreement. The initial forward sale price per share under each initially priced forward transaction will be equal to theproduct of (1) an amount equal to one minus the applicable forward hedge selling commission rate and (2) the adjusted volume weighted average hedge price per shareat which the borrowed shares of our common stock were sold pursuant to the equity distribution agreement by the relevant forward seller to hedge the relevant forwardpurchaser’s exposure under such initially priced forward transaction. We will not initially receive any proceeds from the sale of borrowed shares of our common stockby the relevant forward seller. We expect to receive proceeds from the sale of shares of our common stock upon future physical settlement of the relevant initially pricedforward transaction with the relevant forward purchaser on dates specified by us on or prior to the maturity date of such initially priced forward transaction. In aninitially priced forward transaction, we expect to receive aggregate cash proceeds equal to the product of the initial forward sale price under such initially priced forwardtransaction and the number of shares of our common stock underlying such initially priced forward transaction, subject to the price adjustment and other provisions ofthe applicable forward sale agreement. If we elect to cash settle or net share settle an initially priced forward transaction, we may not (in the case of cash settlement) orwill not (in the case of net share settlement) receive any proceeds, and we may owe cash (in the case of cash settlement) or shares of our common stock (in the case ofnet share settlement) to the relevant forward purchaser.In a separate forward transaction under another form of forward sale agreement, which we refer to as a “collared forward transaction,” we may enter into one or more forward sale agreements relating to one or more collared forward transactions (“collared forward sale agreements”) with Goldman Sachs & Co. LLC or Morgan Stanley& Co. LLC, each acting in its capacity as a forward purchaser (the “collared forward purchaser”), pursuant to which we will agree to sell to the relevant collared forwardpurchaser up to the number of shares of our common stock specified in the collared forward sale agreement (subject to adjustment as set forth therein) and the relevantcollared forward purchaser will borrow from third-party stock lenders and sell the maximum number of shares of our common stock deliverable pursuant to the collaredforward transaction (the “hedging shares”) through the related sales agent acting as statutory underwriter and a forward seller (the “collared forward seller”) over aperiod of