Rocket Lab美股招股说明书(2026-08-13版)

Up to $1,944,369,826Common Stock We have entered into an equity distribution agreement (the “equity distribution agreement”) with (1) Deutsche Bank Securities Inc.(“Deutsche Bank Securities”) and Wells Fargo Securities, LLC (“Wells Fargo Securities”), as our sales agents (in such capacity, the“sales agents”), (2) the forward sellers (as defined below) and (3) the forward purchasers (as defined below) relating to the sale ofshares of our common stock, par value $0.0001 per share (“common stock”), offered by this prospectus supplement and theaccompanying prospectus. In accordance with the terms of the equity distribution agreement, we may offer and sell shares of ourcommon stock from time to time through or to the sales agents, acting as our agents or principals, having an aggregate offering priceof up to $1,944,369,826. As of the date of this prospectus supplement, we have sold shares of our common stock with an aggregategross sales price of $1,055,630,173 under our prior equity distribution agreement, dated as of May 20, 2026, relating to the offering ofshares of our common stock having an aggregate offering price of up to $3,000,000,000 (the “prior sales agreement”). The equitydistribution agreement replaces the prior sales agreement and provides for an aggregate offering amount equal to the amount thatremained unsold under the prior sales agreement, and we have terminated the prior sales agreement. No additional amount beyond theunsold offering amount under our prior sales agreement is being offered hereby. The equity distribution agreement provides that, in addition to the issuance and sale of shares of our common stock through the salesagents acting as sales agents or directly to the sales agents acting as principals, we also may enter into forward sale agreements underseparate forward sale confirmations between us and Deutsche Bank AG, London Branch (“Deutsche Bank AG”) and Wells FargoBank, National Association (“Wells Fargo Bank NA”) or one or more of their respective affiliates. These entities, when acting in suchcapacity, are referred to in this prospectus supplement as “forward purchasers.” In connection with each forward sale agreement, therelevant forward purchaser (or its affiliate) will, at our request, attempt to borrow from third-party stock lenders and, through therelevant sales agent, sell a number of shares of our common stock equal to the number of shares that underlie such forward saleagreement to hedge such forward sale agreement. Each of the sales agents, when acting as the agent for a forward purchaser, isreferred to in this prospectus supplement as a “forward seller.” Transactions contemplated by the forward sale agreements are referredto 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,” wemay enter into one or more forward sale agreements relating to one or more initially priced forward transactions (“initially pricedforward sale agreements”) with a forward purchaser, pursuant to which we will receive the forward sale price under the forward saleagreement at the settlement of the initially priced forward transaction, subject to the price adjustment and other provisions of theapplicable forward sale agreement. The initial forward sale price per share under each initially priced forward transaction will be equalto the product of (1) an amount equal to one minus the applicable Forward Hedge Selling Commission Rate (as defined in the relevantcollared forward sale agreement) and (2) the adjusted volume weighted average hedge price per share at which the borrowed shares ofour 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 ofborrowed shares of our common stock by the relevant forward seller. We expect to receive proceeds from the sale of shares of ourcommon stock upon future physical settlement of the relevant initially priced forward transaction with the relevant forward purchaseron dates specified by us on or prior to the maturity date of such initially priced forward transaction. In an initially priced forwardtransaction, we expect to receive aggregate cash proceeds equal to the product of the initial forward sale price under such initiallypriced forward transaction and the number of shares of our common stock underlying such initially priced forward transaction, subjectto the price adjustment and other provisions of the applicable forward sale agreement. If we elect to cash settle or net share settle aninitially priced forward transaction, we may not (in the case of cash settlement) or will not (in the case of net share settlement) receiveany proceeds, and we may owe cash (in the case of cash settlement) or shares of our common stock (in the case of net sharesettleme