Other than as set forth below, there have been no material changes from the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K, as filed with the SEC on February 26, 2026. The Iridium Transaction is subject to conditions, some or all of which may not be satisfied or completed on a timely basis, if at all, and the Iridium Merger Agreement may be terminated in accordance with its terms if such conditions are not satisfied. The completion of the Iridium Transaction is subject to a number of conditions, including, among others, (i) the adoption of the Iridium Merger Agreement and the Iridium Transaction by the affirmative vote of the holders of a majority of the outstanding shares of Iridium’s common stock, (ii) the receipt of any regulatory approvals required to consummate the Iridium Transaction, (iii) the absence of any order or law prohibiting consummation of the Iridium Transaction, (iv) there having not occurred a Company Material Adverse Effect or a Parent Material Adverse Effect, each as defined in the Iridium Merger Agreement, (v) the effectiveness of a registration statement on Form S-4 with respect to shares of our common stock to be issued in the Iridium Transaction and (vi) approval of such shares for listing on the Nasdaq Global Select Market. These conditions make the completion and timing of the Iridium Transaction uncertain. Although we and Iridium have agreed in the Iridium Merger Agreement to use our reasonable best efforts to complete the Iridium Transaction as promptly as practicable, many of the closing conditions are not within our or Iridium's control, and neither company can predict when or if these conditions will be satisfied. In addition, if the Iridium Transaction is not completed by the end date (which is June 28, 2027), subject to up to two automatic extensions (to September 28, 2027, and then to December 28, 2027) if on each applicable date all of the closing conditions, except those relating to regulatory approvals and governmental orders, have been satisfied or waived (or would be satisfied or capable of being satisfied if the closing were to occur), either we or Iridium may choose not to proceed with the Iridium Transaction by terminating the Iridium Merger Agreement, and the parties may mutually agree to terminate the Iridium Merger Agreement at any time. The failure to satisfy all of the required closing conditions could delay the completion of the Iridium Transaction for a significant period of time or prevent it from occurring. Any delay in completing the Iridium Transaction could cause us not to realize some or all of the benefits that we expect to achieve if the Iridium Transaction is successfully completed within the expected time frame. There can be no assurance that the closing conditions will be satisfied or waived or that the Iridium Transaction will be completed. Further, either we or Iridium may elect to terminate the Iridium Merger Agreement in certain other circumstances. If the Iridium Transaction is not completed, whether because of our failure to receive required regulatory approvals in a timely fashion or for any other reason, the price of our common stock may be affected to the extent that the current market price reflects a market assumption that the Iridium Transaction will be completed. 48 Table of Contents We have secured committed debt financing to finance the Cash Consideration. Although obtaining financing is not a condition to the completion of the Iridium Transaction, the failure of that financing to be available when required could delay or prevent completion of the Iridium Transaction. We have received commitments for bridge debt financing sufficient, together with cash on hand, to fund the aggregate Cash Consideration payable in the Iridium Transaction. We intend to seek permanent debt or equity financing to replace the bridge facility commitment. The completion of the Iridium Transaction is not conditioned on our obtaining any financing. As a result, if the anticipated committed debt financing (or any alternative debt or equity financing) is not available at the time required, we will nonetheless remain obligated to complete the Iridium Transaction and pay the Cash Consideration, subject to the terms of the Iridium Merger Agreement, and Iridium may seek to enforce that obligation, including, in specified circumstances, through an action for specific performance. However, if we are unable to obtain sufficient funds when required, the completion of the Iridium Transaction could be delayed or might not occur, and the remedies available to Iridium may not fully compensate Iridium for the resulting harm. In addition, the obligation to complete the Iridium Transaction regardless of the availability of financing could require us to obtain financing on terms that are less favorable than anticipated. We expect to incur or assume substantial additional indebtedness in connection with the Iridium Transaction, which could adversely affect the combined company's financial condition and limit its operational and financial flexibility. To finance the Cash Consideration and related fees and expenses, we have obtained financing commitments for a $3.6 billion senior secured bridge facility and expect to incur or assume a significant amount of new indebtedness. We expect to replace all or a portion of the bridge facility with permanent financing, which may consist of debt, equity or a combination of the two. The amount, composition and terms of that permanent financing have not yet been determined and will depend on market conditions and other factors at the relevant time. This increased level of indebtedness and the related debt service obligations and collateral arrangements could have important consequences for the combined company, including requiring it to dedicate a substantial portion of its cash flow from operations to the payment of principal and interest on its indebtedness, thereby reducing the funds available for operations, capital expenditures and other purposes, including our development and growth programs (including Neutron) and Iridium's constellation replacement; increasing its vulnerability to rising interest rates and adverse general economic and industry conditions; limiting its ability to obtain additional financing, incur additional indebtedness, make investments, pursue strategic acquisitions or other strategic opportunities or fund future capital requirements; placing it at a competitive disadvantage compared with less leveraged competitors; and resulting in a downgrade of, or other adverse action with respect to, its credit ratings. If we are unable to complete permanent financing on favorable terms or at all, we may be required to retain or draw on the bridge facility, which is short-term and secured, or to accept less favorable terms. The combined company's ability to service its indebtedness will depend on its future operating performance, which is subject to economic, financial, competitive and other factors, many of which are beyond its control. If the combined company is unable to generate sufficient cash flow to service its indebtedness, or to refinance its indebtedness on commercially reasonable terms or at all, its business, financial condition and results of operations could be materially and adversely affected. The agreements governing the new indebtedness are also expected to contain covenants that impose operating and financial restrictions on the combined company. The Iridium Transaction is subject to the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), and regulatory authorities may impose conditions that could have an adverse effect on Iridium and/or us following the Iridium Transaction or that could delay, prevent or increase the costs associated with completion of the Iridium Transaction. Before the Iridium Transaction may be completed, the applicable waiting period (including any extensions thereof) under the HSR Act must have expired or been terminated. In deciding whether to grant the required approvals, consents, registrations, permits, expirations or terminations of waiting periods, authorizations or other confirmations, the relevant governmental entities may impose requirements, limitations or restrictions on the conduct of our business following the Iridium Transaction. Under the Iridium Merger Agreement, we and Iridium have agreed to use our respective reasonable best efforts to obtain, as promptly as practicable, all permits, approvals, clearances, expirations, consents, notices, waivers or terminations of applicable waiting periods, authorizations, qualifications and orders from any governmental authority required to be obtained to consummate the Iridium Transaction. However, notwithstanding the foregoing, we are not required to take, agree to or propose any divestiture or behavioral remedy that (i) would reasonably be expected to be material to Iridium and its subsidiaries, taken as a whole, to us and our subsidiaries, taken as a whole, or to the combined company following the Iridium Transaction, taken as a whole, and (ii) is not conditioned on the completion of the Iridium Transaction. Iridium may not take, agree to or propose any divestiture or behavioral remedy without our prior written consent, and at our request Iridium is required to agree to such a divestiture or behavioral remedy so long as it is conditioned on the completion of the Iridium Transaction. 49 Table of Contents Governmental authorities may also impose conditions, terms, obligations or restrictions in connection with their approval of or consent to the Iridium Transaction, and such conditions, terms, obligations or restrictions may delay completion of the Iridium Transaction or impose additional material costs on, or materially limit the revenues of, Rocket Lab following the completion of the Iridium Transaction. There can be no assurance that governmental authorities will not impose any such conditions, terms, obligations or restrictions, and, if imposed, such conditions, terms, obligations or restrictions may delay or lead to the abandonment of the Iridium Transaction. At any time before or after consummation of the Iridium Transaction, notwithstanding any termination or expiration of the applicable waiting period under the HSR Act, the Federal Trade Commission, the U.S. Department of Justice or any state attorney general could take such action under the U.S. antitrust laws as it deems necessary or desirable in the public interest, including seeking (i) to enjoin the completion of the Iridium Transaction, (ii) to require the divestiture of substantial assets of or Iridium or our or their respective subsidiaries, (iii) to require the parties to license rights, hold separate assets, terminate existing relationships and contractual rights, grant certain rights or commercial accommodations to third parties, or agree to other restrictions limiting the freedom of action of the parties and their respective affiliates, or (iv) to require any other changes or restructuring of the parties and their respective affiliates. Private parties also may bring legal actions under the U.S. antitrust laws under certain circumstances, notwithstanding any termination or expiration of the applicable waiting periods under the HSR Act, seeking similar relief or seeking conditions to the completion of the Iridium Transaction. Neither we nor Iridium can be certain that a challenge to the Iridium Transaction on antitrust grounds will not be made or, if such a challenge is made, what the result will be. We will not be obligated to complete the Iridium Transaction if a non-appealable order prohibiting the Iridium Transaction is in effect, or if the Iridium Transaction has not been completed by the end date (as it may be extended). The Iridium Transaction is subject to the receipt of certain regulatory approvals and consents, including from the U.S. Federal Communications Commission (the “FCC”), foreign telecommunications and investment authorities, and national security facility clearances, and the timing for receipt of such approvals and consents could delay, prevent or increase the costs associated with completion of the Iridium Transaction. Because Iridium and its subsidiaries hold licenses and authorizations issued by the FCC, the completion of the Iridium Transaction requires the prior consent of the FCC to the transfer of control of those licenses and authorizations, including Iridium's space station authorization, gateway earth station authorizations, blanket earth station authorizations, experimental authorizations and international Section 214 authorization. Before the Iridium Transaction may be completed, such approval from the FCC for the transfer of the licenses and authorizations must be obtained. Additionally, the Iridium Transaction requires compliance with, and filings, registrations or notifications under, other applicable satellite and telecommunications laws, including with the International Telecommunication Union. The completion of the Iridium Transaction is also conditioned on the receipt of specified regulatory approvals in Chile, France, Spain, Switzerland and the United Arab Emirates, and, solely to the extent the relevant governmental authority affirmatively confirms that its approval is required prior to the completion of the Iridium Transaction, in Australia, New Zealand and the United Kingdom, relating to the transfer or continued effectiveness of certain of Iridium's non-U.S. telecommunications licenses and authorizations, and on specified foreign investment approvals, in each case as set forth in the Iridium Merger Agreement. In addition, the Iridium Transaction is subject to the receipt of approvals under the foreign investment laws of Australia, New Zealand and the United Kingdom, and, to the extent required as a result of changes in applicable law after the date of the Iridium Merger Agreement, Canada. Because Iridium and we and certain of our respective subsidiaries perform contracts for agencies of the U.S. government and hold facility security clearances subject to the National Industrial Security Program Operating Manual, which is administered by the Defense Counterintelligence and Security Agency (the “DCSA”), to the extent requested by the DCSA, Iridium and its subsidiaries may be required to enter into a written commitment to mitigate or negate any foreign ownership, control or influence arising as a result of the Iridium Transaction. The completion of the Iridium Transaction may be conditioned on either the DCSA's written acknowledgment that it has accepted a foreign ownership, control or influence mitigation plan proposed by us, or the execution and delivery to the DCSA of the requested commitment notice or commitment letter. 50 Table of Contents We may fail to realize the anticipated benefits and synergies of the Iridium Transaction, and the integration of Iridium may be more difficult, costly or time-consuming than expected. The success of the Iridium Transaction, if completed, will depend, in part, on our ability to realize the anticipated strategic and financial benefits from combining our business with Iridium's, including anticipated synergies. We and Iridium have different business models, management styles, risk tolerances, compensation structures and operating cadences, including our project-based launch and space-systems business and Iridium's subscription-based global satellite-services business. The integration of two companies that have previously operated independently is a complex, costly and time-consuming process and may disrupt our current plans or operations and divert significant management attention and resources from ongoing business concerns. The difficulties we may encounter include the integration of operations, systems, technologies (including satellite operations and ground infrastructure), controls, personnel and cultures; the retention of key management and other employees, customers and suppliers; the retention or attraction of business and operational relationships; the consolidation of corporate and administrative functions; the coordination of geographically separate organizations and the different regulatory regimes applicable to Iridium's satellite and communications business; the possibility of faulty assumptions underlying expectations regarding the integration process and associated expenses; and potential unknown liabilities, unforeseen integration expenses or delays associated with the Iridium Transaction. Even if we successfully integrate Iridium, we may not realize the expected benefits or synergies within the anticipated time frame, or at all, and the costs of achieving them may exceed expectations. Any of the foregoing could adversely affect the combined company's business, financial condition and results of operations, as well as the market price of our common stock. The market price of our common stock may also decline if the Iridium Transaction is not completed within the anticipated time frame, if transaction costs related to the Iridium Transaction are greater than expected, if we do not achieve the perceived benefits of the Iridium Transaction as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the Iridium Transaction on our financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts. Potential litigation against us and Iridium could result in substantial costs, an injunction preventing the completion of the Iridium Transaction and/or a judgment resulting in the payment of damages. Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if such a lawsuit is unsuccessful, defending against these claims can result in substantial costs. An adverse judgment could result in monetary damages, which could have a negative impact on our and Iridium's respective liquidity and financial condition. Stockholders of Iridium may file lawsuits against us, Iridium and/or the directors and officers of either company in connection with the Iridium Transaction. These lawsuits could prevent or delay the completion of the Iridium Transaction and result in significant costs to Iridium and/or us, including any costs associated with the indemnification of directors and officers. There can be no assurance that any of the defendants will be successful in the outcome of any potential lawsuits. Completion of the Iridium Transaction may trigger change in control or other provisions in certain agreements to which Iridium is a party, which may have an adverse impact on our business and results of operations after the Iridium Transaction. The completion of the Iridium Transaction may trigger change in control and other provisions in certain agreements to which Iridium or its subsidiaries are a party. If we and Iridium are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if we and Iridium are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Iridium or us following the Iridium Transaction. The market price of our common stock may decline as a result of the Iridium Transaction, including as a result of the issuance of a substantial number of shares of our common stock and potential future sales of those shares. In connection with the Iridium Transaction, we will issue a substantial number of shares of our common stock to Iridium stockholders. In addition, we may issue additional shares of our common stock in equity or equity-linked financing transactions related to the Iridium Transaction. The increase in the number of outstanding shares of our common stock may lead to sales of such shares, or the perception that such sales may occur, either of which could adversely affect the market price of our common stock. In addition, the market price of our common stock could decline following the Iridium Transaction if, among other things, the combined company does not achieve the perceived benefits of the Iridium Transaction as rapidly, or to the extent, anticipated, or if the effect of the Iridium Transaction on the combined company's business and financial results is not consistent with the expectations of financial analysts or investors. Substantially all of the shares of our common stock issued in the Iridium Transaction will be freely tradable, which could contribute to selling pressure. 51 Table of Contents We have and will continue to incur substantial direct and indirect costs as a result of the Iridium Transaction. We expect to incur significant non-recurring costs associated with combining the operations of Iridium with our operations. These costs include legal, financial advisory, accounting, consulting and other advisory fees, employment-related costs, filing fees and other regulatory fees and other related costs. We will also incur substantial transaction and financing fees and costs related to the Iridium Transaction and financing of the Cash Consideration. Whether or not the Iridium Transaction is consummated, we have already incurred and will continue to incur substantial expenses in pursuing the Iridium Transaction which may adversely impact our results of operations.