RKLB Filings — Rocket Lab Corp

RKLB Filings — Rocket Lab Corp - FilingSpy

10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗

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Management's Discussion and Analysis

The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our condensed consolidated results of operations and financial condition. You should read this discussion and analysis in conjunction with the unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. For additional context with which to understand our financial condition and results of operations, see the audited consolidated financial statements and accompanying notes contained therein as of December 31, 2025 and 2024 and related notes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on February 26, 2026 (our “Form 10-K”). Certain amounts may not foot due to rounding. Certain information in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q contains forward-looking statements that involve numerous risks and uncertainties, including, but not limited to, those described under the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and Part II, Item 1A. “Risk Factors” included in this Quarterly Report on Form 10-Q and under the heading “Risk Factors” in our Form 10-K. We assume no obligation to update any of these forward-looking statements. Actual results may differ materially from those contained in any forward-looking statements. Overview Rocket Lab is an end-to-end space company with an established track record of mission success. We deliver reliable launch services, spacecraft design services, spacecraft components, spacecraft manufacturing and other spacecraft and on-orbit management solutions that make it faster, easier and more affordable to access space. While our business has historically been centered on the manufacture of small-class launch vehicles and the related sale of launch services, we are currently innovating in the areas of medium-class launch vehicle and launch services, space systems design and manufacturing, on-orbit management solutions and space data applications. Each of these initiatives addresses a critical component of the end-to-end solution and our value proposition for the space economy: •Launch Services is the design, manufacture, and launch of orbital rockets to deploy payloads to various Earth orbits and interplanetary destinations. •Space Systems is the design and manufacture of components and spacecraft program management services, space data applications, mission operations, optical systems, laser optical communications and space robotics. Electron is our orbital small launch vehicle that was designed from the ground up to accommodate a high launch rate business model to meet the growing and dynamic needs of our customers for small launch services. Since its maiden launch in 2017, Electron has become the leading small spacecraft launch vehicle delivering over 250 spacecraft to orbit for government and commercial customers across 87 successful missions through June 30, 2026. In 2025, Electron was the second most frequently launched orbital rocket. Our launch services program has seen us develop many industry-leading innovations, including 3D printed electric turbo-pump rocket engines, fully carbon composite first stage fuel tanks, a private orbital launch complex, a rocket stage that can be configured to convert into a highly capable spacecraft on orbit, and the potential ability to successfully recover a stage from space, providing a path to reusability. In March 2021, we announced plans to develop our reusable-ready medium-capacity Neutron launch vehicle that will increase the payload capacity of our space launch vehicles to approximately 13,000 kg for reusable configuration launches to low Earth orbit and support lighter payloads for higher orbits. Neutron will be tailored for commercial and U.S. government constellation launches and ultimately configurable for and capable of human space flight, enabling us to provide crew and cargo resupply to space stations. Neutron will also provide a dedicated service to orbit for larger civil, defense and commercial payloads that need a high level of schedule control and high-flight cadence. We expect to be able to leverage Electron’s flight heritage across various vehicle subsystems designs, launch complexes and ground station infrastructure. 34 Table of Contents Our space systems initiatives are supported by the design and manufacture of our spacecraft family along with a range of components, software and services for spacecraft, including reaction wheels, star trackers, radios, separation systems, solar solutions, command and control spacecraft software, high voltage space grade battery solutions, optical systems and additional products in development to serve a wide variety of sub-system functions. We entered this market in 2020 with our acquisition of leading spacecraft components manufacturer Sinclair Interplanetary, and have since expanded our market participation with the acquisitions of Planetary Systems Corporation, SolAero Technologies Corp., Advanced Solutions, Incorporated, GEOST LLC (“GEOST”), Mynaric AG (“Mynaric”) and Motiv Space Systems, LLC (“Motiv”). Each of these strategic acquisitions brought incremental vertically-integrated capabilities for our own spacecraft family and also enabled Rocket Lab to deliver high-volume manufacturing of critical spacecraft components and software solutions at scale prices to the broader spacecraft merchant market. Our spacecraft family, which are configurable for a range of low Earth orbit, medium Earth orbit, geosynchronous orbit and interplanetary missions enable us to offer an end-to-end mission solution encompassing launch, full spacecraft manufacturing, ground services, mission operations and optical systems to provide customers with streamlined access to orbit with Rocket Lab as a single mission partner. Recent Developments Neutron Update We continue to make significant progress in the development of the Neutron launch vehicle. Neutron qualification testing from large structures through to component level systems is ongoing. During Q2, we achieved significant milestones across the Neutron program with ongoing integration and readiness of first-flight hardware, continued progress on Archimedes engine testing, and advancement of the second stage and reusable fairing systems. Production of the Stage 1 tank is currently aligned with the target delivery of Neutron to the launch pad in Q4 2026. While the window for an end-of-year launch date is narrowing, we are balancing the schedule of the first launch with entering Neutron into service as a system ready for full-scale production and high-cadence launch beyond flight one. Exact launch timing will also depend on the outcome of first stage qualification and other critical tests occurring later in 2026. Risk and uncertainty remains in the complex development cycle of a new launch vehicle which could impact our current best estimate of a targeted timeline for first launch. Pending Acquisition On June 28, 2026, we entered into a definitive agreement to acquire Iridium Communications Inc. The transaction is subject to customary closing conditions, including regulatory approval, and, if approved, is expected to close in 2027. Additional information regarding the transaction is included in Note 1 – Description of the Business to the condensed consolidated financial statements. Space Force Missile Defense Suborbital Launch Program On July 21, 2026, we entered into an agreement with the U.S. Space Force Space Systems Command’s Rocket Systems Launch Program to execute 12 suborbital launches supporting missile defense programs, with options for up to six additional launches. The contract has a total potential value of $266 million. Space Force Space-Based Airborne Moving Target Indicator Program On July 30, 2026, we entered into an agreement with the United States Space Force to design, manufacture, launch, and operate Flatellite satellites for the Space-Based Airborne Moving Target Indicator program. The contract has a total potential value of $397 million, including options. 35 Table of Contents Key Factors Affecting Our Performance Ability to timely develop and successfully deploy Neutron launch vehicle Our future results will depend on the success of the development and commercial acceptance of our Neutron medium-capacity launch vehicle. While we have made significant progress across Neutron’s structures and infrastructure to date, including engine testing and initial production execution, the commercial development of a new launch vehicle is inherently time consuming and involves numerous risks throughout the engineering and manufacturing development cycle, hardware and systems testing, and infrastructure readiness, any of which could create further delays in reaching the initial launch and future launches of the completed vehicle. In addition, even if we succeed in developing Neutron to a successful initial launch, we could be unsuccessful in developing the ability to produce these launch vehicles in quantities and with the necessary quality manufacturing system that ensures each vehicle and engines perform as required or meet our expectations for future launch cadence. Any delay in the production of the Neutron launch vehicle or in our ability to produce these launch vehicles at our expected rate of production and with a reliable quality management system could have a material impact on customer acceptance as well as our future revenue, financial condition and results of operations. Additional delays or setbacks in Neutron development may require more research, development and capital expenditures than we currently anticipate, which could adversely affect our liquidity and capital resources in future periods. Ability to sell additional launch services, space systems service and spacecraft components to new and existing customers Our results will be impacted by our ability to sell our launch services, space systems services, and spacecraft components to new and existing customers. We have successfully launched Electron 87 times delivering over 250 spacecraft to orbit, including suborbital launches, through June 30, 2026. We have flight hardware and spacecraft with an extensive flight heritage, including legacy missions enabled by Sinclair Interplanetary (acquired April 2020), Advanced Solutions, Incorporated (acquired October 2021), Planetary Systems Corporation (acquired November 2021), SolAero Technologies Corp. (acquired January 2022), GEOST (acquired August 2025), Mynaric (acquired April 2026) and Motiv (acquired May 2026). Our growth opportunity is dependent on our ability to expand our addressable launch services market with larger volumetric and higher mass payload capabilities of our in-development medium-capacity Neutron launch vehicle, which will address large commercial and government constellation launch opportunities. Our growth opportunity is also dependent on our ability to win spacecraft constellation missions and expand our portfolio of strategic spacecraft components. Our ability to sell additional products to existing customers is a key part of our success, as follow-on purchases indicate customer satisfaction and decrease the likelihood of competitive substitution. To sell additional products and services to new and existing customers, we will need to continue to invest significant resources in our products and services. Ability to improve profit margins and scale our business We intend to continue to invest in initiatives to improve our operating leverage and significantly ramp production. We believe continued reduction in costs and an increase in production volumes will enable the cost of launch vehicles to decline and improve our gross margins. Our ability to achieve our production-efficiency objectives could be negatively impacted by a variety of factors including, among other things, lower-than-expected facility utilization rates, manufacturing and production cost overruns, increased purchased material costs and unexpected supply-chain quality issues or interruptions. Government expenditures and private enterprise investment into the space economy Government expenditures and private enterprise investment has fueled the growth in our target markets. We expect the continued availability of government expenditures and private investment for our customers to help fund purchases of our products and services will remain. This is an important factor in our company’s growth prospects. Key Metrics and Select Financial Data We monitor the following key financial and operational metrics that assist us in evaluating our business, measuring our performance, identifying trends and making strategic decisions. 36 Table of Contents Launch Vehicle Build-Rate and Launch Cadence We built approximately 14 Electron launch vehicles in 2024 and approximately 24 Electron launch vehicles in 2025. We built approximately 11 Electron launch vehicles during the six months ended June 30, 2026. We launched 16 Electron vehicles in 2024 and 21 Electron vehicles in 2025. We launched 12 Electron vehicles during the six months ended June 30, 2026. Growth rates between launches and total launch service revenue are not perfectly correlated because our total revenue is affected by other variables, such as the revenue per launch, which can vary considerably based on factors such as unique orbit and insertion requirements, payload handling needs, launch location, time sensitivity of mission completion, method of revenue recognition and other factors. Revenue Growth Three Months Ended June 30, 2026 and 2025 We generated $234.1 million and $144.5 million in revenue for the three months ended June 30, 2026 and 2025, respectively, representing a year-on-year increase in revenue of approximately 62%. This year-on-year increase resulted from space systems revenue growth of $91.6 million, primarily driven by satellite manufacturing and acquisitions, partially offset by a decrease in launch revenue of $2.1 million. Launch revenue declined despite six Electron launch missions completed for the three months ended June 30, 2026 versus five Electron launch missions completed for the three months ended June 30, 2025, primarily due to revenue recognition timing. Two of the six Electron launch missions completed for the three months ended June 30, 2026 were Hypersonic Accelerator Suborbital Test Electron (“HASTE”) launch missions, for which revenue was recognized over time and was partially recognized in prior quarters. All five Electron launch missions completed for the three months ended June 30, 2025 were point-in-time launches. The decrease was partially offset by increased other launch revenue of $5.7 million, which includes contract termination and study revenue. Six months ended June 30, 2026 and 2025 We generated $434.4 million and $267.1 million in revenue for the six months ended June 30, 2026 and 2025, respectively, representing a year-on-year increase in revenue of approximately 63%. This year-on-year increase resulted from space systems revenue growth of $141.3 million, primarily driven by satellite manufacturing and acquisitions, and an increase in launch revenue of $26.0 million. Launch revenue growth was due to a higher revenue per launch on point-in-time Electron launch missions, an increase in other launch revenue of $7.3 million, which includes contract termination and study revenue and revenue recognized on over-time HASTE launch missions. Revenue and Cost Per Launch Revenue per launch represents the average transaction price attributable to launch contract performance obligations during the period in which the launch occurs, regardless of whether the revenue is recognized using the point-in-time or over-time method of revenue recognition. This metric provides insight into general competitiveness and price sensitivity in the marketplace. Revenue per launch can vary considerably, based on factors such as unique orbit and insertion requirements, payload handling needs, launch location, time sensitivity of mission completion and other factors, and as such may not provide absolute clarity with regards to pricing and competitive dynamics in the marketplace. Cost per launch is calculated by taking actual costs of the launch vehicles that occur in the period, regardless of whether the costs were recognized using the point-in-time or over-time method and all period costs in the period of launch. Three Months Ended June 30, 2026 and 2025 For the three months ended June 30, 2026 and 2025, revenue per launch was $9.1 million and $7.9 million, respectively. Meanwhile, cost per launch for the three months ended June 30, 2026 and 2025 was $4.4 million and $5.0 million, respectively. The increase in revenue per launch reflects changes in customer mix and mission complexity during the period in which the launches occurred. Six months ended June 30, 2026 and 2025 For the six months ended June 30, 2026 and 2025, revenue per launch was $9.2 million and $7.5 million, respectively. Meanwhile, cost per launch for the six months ended June 30, 2026 and 2025 was $4.9 million and $5.3 million, respectively. The increase in revenue per launch reflects changes in customer mix and mission complexity during the period in which the launches occurred. 37 Table of Contents Backlog Backlog represents future revenues that we would recognize in connection with the completion of all contracts and purchase orders that have been entered into by our customers but have not yet been fulfilled, excluding any customer options for future products or services that have not yet been exercised. Contracts for launch services and spacecraft builds typically include termination rights that may be exercised by customers upon advanced notice and payment of a specified termination fee. Backlog increased from $1,847.3 million as of December 31, 2025 to $2,355.9 million as of June 30, 2026, of which $1,415.8 million is related to space systems and $940.2 million is related to launch services. The increase was primarily a result of continued bookings and backlog added through acquisitions, partially offset by revenue recognized on contracts during the period. Components of Results of Operations Revenue Our revenues are derived from a combination of long-term fixed price contracts for launch services and spacecraft builds, and purchase order based spacecraft components sales. Revenues from long-term contracts are recognized using either the “point-in-time” or “over-time” method of revenue recognition. Point-in-time revenue recognition results in cash payments being initially accrued to the balance sheet as deferred revenue as contractual milestones are accomplished and then recognized as revenue once the final contractual obligation is completed. Over-time revenue recognition is generally based on an input measure of progress based on costs incurred compared to estimated total costs at completion. Each project has a contractual revenue value and an estimated cost. The over-time revenue is recognized based on the percentage of the total project cost that has been realized. Estimating future revenues and associated costs and profit is a process requiring a high degree of management judgment, including management’s assumptions regarding our future operational performance as well as general economic conditions. Frequently, the period of performance of a contract extends over a long period of time and, as such, revenue recognition and our profitability from a particular contract may be affected to the extent that estimated costs to complete are revised, delivery schedules are delayed, performance-based milestones are not achieved or progress under a contract is otherwise impeded. Accordingly, our recorded revenues and operating profit from period to period can fluctuate significantly depending on when the point-in-time or over-time contractual obligations are achieved. In the event cost estimates indicate a loss on a contract, the total amount of such loss is recorded in the period in which the loss is first estimated. Cost of Revenues Cost of revenues consists primarily of direct material and labor costs, manufacturing overhead, freight expense, depreciation and amortization and other personnel-related expenses, which include salaries, bonuses, benefits and stock-based compensation expense, directly associated with generating revenues. We expect our cost of revenues to increase in absolute dollars in future periods as we sell more launch services and space systems. As we grow into our current capacity and execute on cost-reduction initiatives, we expect our cost of revenues as a percentage of revenue to decrease over time. Because direct labor costs and manufacturing overhead comprise a significant portion of cost of revenues, increasing our production rate resulting in greater absorption of these costs is our most critical cost reduction initiative. Increasing our production rate is a cross-functional effort involving sales and business development, manufacturing, engineering, supply chain and finance. Operating Expenses Our operating expenses consist of research and development and selling, general and administrative expenses. Research and Development, Net Research and development expenses consist primarily of labor, prototype, professional services, materials, facilities and depreciation expense. We intend to continue to make significant investments in developing new products and enhancing existing products, including but not limited to our medium capacity Neutron launch vehicle and spacecraft features and capabilities, as well as expanding our portfolio of spacecraft components and subsystems. Research and development expenses will be variable relative to the number of products that are in development, validation or testing. However, we expect it to decline as a percentage of total revenue over time. 38 Table of Contents Selling, General and Administrative Selling, general and administrative expenses consist primarily of personnel-related expenses for our sales, marketing, supply chain, finance, legal, human resources and administrative personnel, as well as the costs of customer service, information technology, risk management and related insurance, travel, allocated overhead, other marketing, communications, administrative and transaction expenses. We also expect to further invest in our corporate infrastructure and incur additional expenses associated with operating as a public company, including increased legal and accounting costs, investor relations and compliance costs. As a result, we expect that selling, general and administrative expenses will increase in absolute dollars in future periods but decline as a percentage of total revenue over time. Interest Expense Interest expense consists primarily of interest expense on our loan agreements, amortization of debt issuance costs and finance lease interest. Interest Income Interest income consists primarily of interest income on our cash and cash equivalents, marketable securities and customer financing. Gain (Loss) on Foreign Exchange Gain (loss) on foreign exchange relates to currency fluctuations that generate foreign exchange gains or losses on invoices denominated in currencies other than the U.S. Dollar. Other Income (Expense), Net Other income (expense) consists primarily of changes in the fair value of contingent consideration, loss on extinguishment of debt, gain or loss on disposal of assets and accretion of marketable securities purchased at a discount. Results of Operations Comparison of the Three Months Ended June 30, 2026 and 2025 The following table sets forth our consolidated statements of operations and comprehensive loss information and data as a percentage of revenue for the three months ended June 30, 2026 and 2025 (in thousands, except percentages): Three Months Ended June 30, 2026 2025 $ % $ % Revenues $ 234,066 100.0 % $ 144,498 100.0 % Cost of revenues 149,490 63.9 % 98,110 67.9 % Gross profit 84,576 36.1 % 46,388 32.1 % Operating expenses: Research and development, net 82,429 35.2 % 66,134 45.8 % Selling, general and administrative 59,661 25.5 % 39,893 27.6 % Total operating expenses 142,090 60.7 % 106,027 73.4 % Operating loss (57,514) (24.6) % (59,639) (41.3) % Other income (expense): Interest expense (581) (0.2) % (7,390) (5.1) % Interest income 16,486 7.0 % 5,019 3.5 % Loss on foreign exchange (1,954) (0.8) % (489) (0.3) % Other expense, net (368) (0.2) % (977) (0.7) % Total other income (expense), net 13,583 5.8 % (3,837) (2.6) % Loss before income taxes (43,931) (18.8) % (63,476) (43.9) % Provision for income taxes (5,327) (2.3) % (2,938) (2.0) % Net loss $ (49,258) (21.1) % $ (66,414) (45.9) % 39 Table of Contents Revenues Three Months Ended June 30, (in thousands, except percentages) 2026 2025 $ Change % Change Revenues $ 234,066 $ 144,498 $ 89,568 62 % Revenue increased by $89.6 million, or 62%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. Space systems revenue was $189.5 million for the three months ended June 30, 2026, an increase of $91.6 million, or 94%, primarily due to spacecraft manufacturing growth and acquisitions. Launch services revenue was $44.6 million for the three months ended June 30, 2026, a decrease of $2.1 million, or 4%, primarily due to revenue recognition timing. Two of the six Electron launch missions completed for the three months ended June 30, 2026 were HASTE launch missions, for which revenue was recognized over time and was partially recognized in prior quarters. All five Electron launch missions completed for the three months ended June 30, 2025 were point-in-time launches. The decrease was partially offset by increased other launch revenue of $5.7 million, which includes contract termination and study revenue. Cost of Revenues Three Months Ended June 30, (in thousands, except percentages) 2026 2025 $ Change % Change Cost of revenues $ 149,490 $ 98,110 $ 51,380 52 % Cost of revenues increased by $51.4 million, or 52%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. Space systems cost of revenue was $124.0 million for the three months ended June 30, 2026, an increase of $58.3 million, or 89%, primarily due to acquisitions and spacecraft manufacturing growth. Launch services cost of revenues was $25.5 million for the three months ended June 30, 2026, a decrease of $7.0 million, or 21%, primarily due to a decrease in point-in-time launches and timing of over time costs on HASTE launch missions. Research and Development, Net Three Months Ended June 30, (in thousands, except percentages) 2026 2025 $ Change % Change Research and development, net $ 82,429 $ 66,134 $ 16,295 25 % Research and development expenses increased by $16.3 million, or 25%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to Neutron development progress, incremental research and development spend at recently acquired businesses, increased staff and staff-related expenses as a result of hiring and prototype spend focused on expanding our spacecraft and spacecraft components product portfolio. Selling, General and Administrative Three Months Ended June 30, (in thousands, except percentages) 2026 2025 $ Change % Change Selling, general and administrative $ 59,661 $ 39,893 $ 19,768 50 % Selling, general and administrative expenses increased by $19.8 million, or 50%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to incremental selling, general and administrative spend at recently acquired businesses, increased staff and staff-related expenses to support revenue growth and increased transaction expenses related to managing an active acquisition pipeline. Interest Expense Three Months Ended June 30, (in thousands, except percentages) 2026 2025 $ Change % Change Interest expense $ (581) $ (7,390) $ 6,809 (92) % Interest expense decreased by $6.8 million, or 92%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to conversions of the Convertible Senior Notes and the extinguishment of the Trinity Loan Agreement. 40 Table of Contents Interest Income Three Months Ended June 30, (in thousands, except percentages) 2026 2025 $ Change % Change Interest income $ 16,486 $ 5,019 $ 11,467 228 % Interest income increased by $11.5 million, or 228%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to higher cash and cash equivalents balances held in interest bearing accounts. Loss on Foreign Exchange Three Months Ended June 30, (in thousands, except percentages) 2026 2025 $ Change % Change Loss on foreign exchange $ (1,954) $ (489) $ (1,465) 300 % Loss on foreign exchange increased by $1.5 million, or 300%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to fluctuations on the foreign exchange rates of the New Zealand Dollar, Euro and Canadian Dollar as compared to the U.S. Dollar. Other Expense, Net Three Months Ended June 30, (in thousands, except percentages) 2026 2025 $ Change % Change Other expense, net $ (368) $ (977) $ 609 (62 %) Other expense decreased by $0.6 million, or 62%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to a decrease in loss on disposal of assets for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Provision for Income Taxes Three Months Ended June 30, (in thousands, except percentages) 2026 2025 $ Change % Change Provision for income taxes $ (5,327) $ (2,938) $ (2,389) 81 % Provision for income taxes increased by $2.4 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The effective tax rate was (12.1)% for the three months ended June 30, 2026, compared to (4.6)% for the three months ended June 30, 2025. The effective tax rate differs from the federal statutory rate due primarily to a full valuation allowance against our U.S. deferred tax assets, as well as the impact of discrete items that may occur in any given year but which are not consistent from year-to-year. 41 Table of Contents Comparison of the Six Months Ended June 30, 2026 and 2025 The following table sets forth our consolidated statements of operations and comprehensive loss information and data as a percentage of revenue for the six months ended June 30, 2026 and 2025 (in thousands, except percentages): Six Months Ended June 30, 2026 2025 $ % $ % Revenues $ 434,414 100.0 % $ 267,067 100.0 % Cost of revenues 273,345 62.9 % 185,432 69.4 % Gross profit 161,069 37.1 % 81,635 30.6 % Operating expenses: Research and development, net 162,942 37.5 % 121,243 45.4 % Selling, general and administrative 111,610 25.7 % 79,219 29.7 % Total operating expenses 274,552 63.2 % 200,462 75.1 % Operating loss (113,483) (26.1) % (118,827) (44.5) % Other income (expense): Interest expense (1,855) (0.4) % (14,185) (5.3) % Interest income 26,635 6.1 % 9,228 3.4 % Loss on foreign exchange (1,798) (0.4) % (623) (0.2) % Other expense, net (244) (0.1) % (498) (0.2) % Total other income (expense), net 22,738 5.2 % (6,078) (2.3) % Loss before income taxes (90,745) (20.9) % (124,905) (46.8) % Provision for income taxes (3,535) (0.8) % (2,125) (0.8) % Net loss $ (94,280) (21.7) % $ (127,030) (47.6) % Revenues Six Months Ended June 30, (in thousands, except percentages) 2026 2025 $ Change % Change Revenues $ 434,414 $ 267,067 $ 167,347 63 % Revenue increased by $167.3 million, or 63%, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. Space systems revenue was $326.2 million for the six months ended June 30, 2026, an increase of $141.3 million, or 76%, primarily due to spacecraft manufacturing growth and acquisitions. Launch services revenue was $108.2 million for the six months ended June 30, 2026, an increase of $26.0 million, or 32%, primarily due to a higher launch cadence with 12 Electron launch missions completed for the six months ended June 30, 2026, versus 10 launch missions completed in the six months ended June 30, 2025, higher revenue per launch, an increase in other launch revenue of $7.3 million, which includes contract termination and study revenue and revenue recognized on over-time HASTE launch missions. Cost of Revenues Six Months Ended June 30, (in thousands, except percentages) 2026 2025 $ Change % Change Cost of revenues $ 273,345 $ 185,432 $ 87,913 47 % Cost of revenues increased by $87.9 million, or 47%, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. Space systems cost of revenue was $212.4 million for the six months ended June 30, 2026, an increase of $87.8 million, or 70%, primarily due to acquisitions and spacecraft manufacturing growth. Launch services cost of revenues was $60.9 million for the six months ended June 30, 2026, an increase of $0.1 million. 42 Table of Contents Research and Development, Net Six Months Ended June 30, (in thousands, except percentages) 2026 2025 $ Change % Change Research and development, net $ 162,942 $ 121,243 $ 41,699 34 % Research and development expenses increased by $41.7 million, or 34%, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to Neutron development progress, incremental research and development spend at recently acquired businesses, increased staff and staff-related expenses as a result of hiring and prototype spend focused on expanding our spacecraft and spacecraft components product portfolio. Selling, General and Administrative Six Months Ended June 30, (in thousands, except percentages) 2026 2025 $ Change % Change Selling, general and administrative $ 111,610 $ 79,219 $ 32,391 41 % Selling, general and administrative expenses increased by $32.4 million, or 41%, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to incremental selling, general and administrative spend at recently acquired businesses, cancellations of RSUs resulting in a one-time stock-based compensation expense of $11.2 million, increased staff and staff-related expenses to support revenue growth and increased transaction expenses related to managing an active acquisition pipeline. Interest Expense Six Months Ended June 30, (in thousands, except percentages) 2026 2025 $ Change % Change Interest expense $ (1,855) $ (14,185) $ 12,330 (87) % Interest expense decreased by $12.3 million, or 87%, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to conversions of the Convertible Senior Notes and the extinguishment of the Trinity Loan Agreement. Interest Income Six Months Ended June 30, (in thousands, except percentages) 2026 2025 $ Change % Change Interest income $ 26,635 $ 9,228 $ 17,407 189 % Interest income increased by $17.4 million, or 189%, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to higher cash and cash equivalents balances held in interest bearing accounts. Loss on Foreign Exchange Six Months Ended June 30, (in thousands, except percentages) 2026 2025 $ Change % Change Loss on foreign exchange $ (1,798) (623) $ (1,175) 189 % Loss on foreign exchange increased by $1.2 million, or 189%, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to fluctuations on the foreign exchange rates of the New Zealand Dollar, Euro and Canadian Dollar as compared to the U.S. Dollar. 43 Table of Contents Other Expense, Net Six Months Ended June 30, (in thousands, except percentages) 2026 2025 $ Change % Change Other expense, net $ (244) $ (498) $ 254 (51 %) Other expense decreased by $0.3 million, or 51%, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to a decrease in loss on disposal of assets for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. Provision for Income Taxes Six Months Ended June 30, (in thousands, except percentages) 2026 2025 $ Change % Change Provision for income taxes $ (3,535) $ (2,125) $ (1,410) 66 % Provision for income taxes increased by $1.4 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The effective tax rate was (3.9)% for the six months ended June 30, 2026, compared to (1.7)% for the six months ended June 30, 2025. The effective tax rate differs from the federal statutory rate due primarily to a full valuation allowance against our U.S. deferred tax assets, as well as the impact of discrete items that may occur in any given year but which are not consistent from year-to-year. Liquidity and Capital Resources Since inception, we have funded our operations with proceeds from sales of our capital stock, convertible senior notes, term note debt, equipment financing, research and development grant proceeds, and cash flows from the sale of our products and services. As of June 30, 2026, we had $2.1 billion of cash and cash equivalents and $258.1 million of marketable securities. Our primary requirements for liquidity and capital are for investment in new products and technologies, the expansion of existing manufacturing facilities, working capital, debt service, acquisitions of complementary businesses, products or technologies and general corporate needs. Historically, these cash requirements have been met through the net proceeds we received through private sales of equity securities and convertible senior notes, borrowings under our credit and equipment financing facilities, net proceeds received in our business combination, net proceeds received from our ATM Equity Offerings and payments received from customers. We believe that our existing cash and cash equivalents and marketable securities and payments from customers will be sufficient to meet our working capital and capital expenditure needs for at least the next twelve months, although we may choose to take advantage of opportunistic capital raising or refinancing transactions at any time primarily for the purposes noted above. We will continue to invest in increasing production and expanding our product offerings through acquisitions. On June 28, 2026, we entered into a definitive agreement to acquire all outstanding shares of Iridium for $54 per share in a cash and stock transaction. This represents an enterprise value of approximately $8.0 billion. The Iridium Transaction is expected to require over $3.0 billion in cash related to share consideration payments, repayment of certain outstanding Iridium acquisition indebtedness and payment of transaction fees and expenses, and approximately $1.8 billion of additional cash to repay or refinance Iridium term loan indebtedness, if necessary. The transaction is expected to close in 2027, subject to customary closing conditions, including approval by Iridium’s stockholders and regulatory approval. In connection with the definitive agreement, we entered into a commitment letter, as well as related fee letters with Deutsche Bank Securities Inc., Wells Fargo Bank, National Association and Wells Fargo Securities, LLC and Deutsche Bank AG New York Branch, pursuant to which Deutsche Bank AG New York Branch and Wells Fargo Bank, National Association have committed to provide, subject to the terms and conditions thereof, a 364-day senior secured bridge term loan facility in an aggregate principal amount of $3.6 billion. Material Cash Requirements As of June 30, 2026, our total minimum lease payments were $178.5 million, of which $23.6 million is due in the following twelve months. For details regarding our indebtedness and lease obligations as of June 30, 2026, refer to Note 11 and Note 14, respectively, to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. 44 Table of Contents Our capital expenditures for the six months ended June 30, 2026 were $53.1 million. Our future capital requirements will depend on many factors, including our launch cadence, traction in the market with our space systems offerings, the expansion of sales and marketing activities, the timing and extent of spending to support product development efforts, the introduction of new and enhanced products, the continuing market adoption of our products, the timing and extent of additional capital expenditures to invest in existing and new office spaces and the number of acquisitions of complementary businesses, including the acquisition of Iridium, products or technologies we pursue, if any. We may be required to seek additional equity or debt financing or we may choose to take advantage of opportunistic capital raising or financing transactions primarily for the purposes noted above. In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued product innovation, we may not be able to compete successfully, which would harm our business, operations and financial condition. Additionally, we expect our capital and operating expenditures will increase significantly in connection with ongoing activities as we: •increase our investment in marketing, advertising, sales and distribution infrastructure for our existing and future products and services; •develop additional new products and enhancements to existing products, integrate acquisitions and seek new growth opportunities, including additional acquisitions and investments; •obtain, maintain and improve our operational, financial and management performance; •hire additional personnel; •obtain, maintain, expand and protect our and our customer’s intellectual property. Indebtedness As of June 30, 2026, there was $13.4 million outstanding under our 4.250% Convertible Senior Notes due 2029 (the “Convertible Notes”), before unamortized discount and debt issuance costs of $0.2 million. For details regarding our outstanding loan agreements, refer to Note 11 of our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. In connection with the pricing of the Convertible Notes, on February 1, 2024 and February 2, 2024, we entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain financial institutions. These transactions are designed to offset potential dilution from the Convertible Notes and provide a non-dilutive source of liquidity under certain conditions. The Capped Call Transactions have a strike price of $5.1255 per share with a cap price of $8.04 per share, covering approximately 69.3 million shares of common stock. The Capped Call Transactions are scheduled to expire in tranches over a series of dates, beginning on December 1, 2028, and ending on January 30, 2029. If our stock price equals or exceeds the strike price on any given expiration date, we would be entitled to receive payments for the corresponding tranche without issuing additional shares, up to a maximum aggregate payment of approximately $201.9 million across all tranches on the settlement date. However, if the stock price is below the cap price (but is above the strike price) on any expiration date, the payment received for that tranche would be reduced, and the Company may receive less than the maximum potential payment. If the Capped Call Transactions are unwound prior to the maturity dates, the settlement terms would depend on the prevailing market conditions, including our stock price at the time of the unwind, the time remaining until maturity on the date of the unwind, and the expiration schedule of the tranches. Cash Flows The following table summarizes our cash flows for the periods presented: Six Months Ended June 30, (in thousands) 2026 2025 Net cash provided by (used in): Operating activities $ (134,407) $ (77,467) Investing activities (84,608) (36,022) Financing activities 1,523,403 406,048 Effect of exchange rate changes (35) 1,127 Net increase in cash, cash equivalents, and restricted cash $ 1,304,353 $ 293,686 45 Table of Contents Cash Flows from Operating Activities For the six months ended June 30, 2026, net cash used in operating activities of $134.4 million consisted of $94.3 million in net loss, $95.7 million in non-cash activities and $135.9 million in cash used in operating assets and liabilities. Included in the non-cash activities are $47.7 million in stock-based compensation expense and $35.9 million in depreciation and amortization. Included in the cash used in operating assets and liabilities are $73.3 million in inventories, $63.0 million in accounts receivable, $40.3 million in other non-current assets, $30.1 million in contract assets, $6.9 million in prepaids and other current assets, $6.5 million in non-current lease liabilities, partially offset by cash provided by operating assets and liabilities of $78.8 million in contract liabilities and $9.0 million in accrued expenses. Cash Flows from Investing Activities For the six months ended June 30, 2026, net cash used in investing activities of $84.6 million consisted of $53.1 million of capital equipment and infrastructure investments and $44.3 million of cash paid for business combinations, partially offset by net maturities of marketable securities of $12.1 million. Cash Flows from Financing Activities For the six months ended June 30, 2026, net cash provided by financing activities of $1,523.4 million consisted of $1,512.9 million of net proceeds from the issuance of common stock under the ATM Equity Offerings and $8.8 million of proceeds from Employee Stock Purchase Plan. Critical Accounting Policies and Estimates There have been no material changes to our critical accounting policies and estimates as disclosed in our audited financial statements included in our Form 10-K. Off-Balance Sheet Arrangements During the periods presented, we did not have, and we do not currently have, any off-balance sheet arrangements, as defined under applicable SEC rules. Guarantor Information In connection with the Reorganization, on May 23, 2025, the Company, Rocket Lab USA and U.S. Bank Trust Company, National Association (the “Trustee”) entered a first supplemental indenture (the “Supplemental Indenture”) to the indenture, dated as of February 6, 2024, between Rocket Lab USA and the Trustee (the “Indenture”), governing the Convertible Notes in order to (i) provide for subsequent conversions of the Convertible Notes in the manner set forth in Section 5.09 of the Indenture, (ii) provide for subsequent adjustments to the Conversion Rate pursuant to Section 5.05(A) of the Indenture in a manner consistent with Section 5.09 of the Indenture, (iii) provide for the full and unconditional guarantee of the obligations of Rocket Lab USA under the Convertible Notes and the Indenture and (iv) make such other changes as are appropriate to preserve the economic interests of the holders and to give effect to the provisions of Section 5.09(A) of the Indenture. As of June 30, 2026, there was $13.4 million aggregate principal amount of issued and outstanding convertible senior notes of Rocket Lab USA that are fully and unconditionally guaranteed by the Company. Accordingly, pursuant to Rule 3-10 of Regulation S-X, separate condensed consolidated financial statements of Rocket Lab USA have not been presented. As permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, we have excluded summarized financial information for Rocket Lab USA because the assets, liabilities and results of operations of Rocket Lab USA are not materially different than the corresponding amounts in the Company’s condensed consolidated financial statements.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in foreign currency exchange rates and interest rates and inflation. In addition, we are subject to broader market risk that is created by the global market disruptions and uncertainties resulting from macroeconomic challenges, geopolitical events, tariffs, trade and other international disputes. 46 Table of Contents Foreign Currency Exchange Risk Our reporting currency is the U.S. dollar, and the functional currency of each of our subsidiaries is either its local currency or the U.S. dollar. The assets and liabilities of each of our subsidiaries are translated into U.S. dollars at exchange rates in effect at each balance sheet date and operations accounts are translated using the average exchange rate for the relevant period. Increases or decreases in the relative value of the U.S. dollar to other currencies may positively or negatively affect revenue and other operating results as expressed in U.S. dollars. Foreign currency translation adjustments are accounted for as a component of accumulated other comprehensive income (loss) within stockholders’ equity. Gains or losses due to transactions in foreign currencies are reflected in the condensed consolidated statements of operations and comprehensive loss within loss on foreign exchange. Materially all of our revenues are denominated in U.S. dollars and we have not engaged in the hedging of foreign currency risk to date, although we may choose to do so in the future. As such, a 10% or greater move in exchange rates versus the U.S. dollar could have a material impact on our financial results or position. Interest Rate Risk As of June 30, 2026, we had cash and cash equivalents of $2.1 billion, comprised primarily of operating accounts and money market instruments and $258.1 million invested in marketable securities, comprised of commercial paper, corporate debt securities, bank certificates of deposit, U.S. Treasury bills and notes and asset backed securities. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure. Impact of Inflation We do not believe that inflation has had a material effect on our business, results of operations, or financial condition. Nonetheless, if our costs were to become subject to significant inflationary pressures it could diminish our margin thereby limiting our profits, especially if we are not able to fully offset such higher costs. Our inability or failure to do so could harm our business, financial condition, and results of operations.

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Legal Proceedings

From time to time, we may become involved in litigation relating to claims arising from the ordinary course of business. Our management believes that there are currently no claims or actions pending against us, the ultimate disposition of which could have a material adverse effect on our results of operations or financial condition. Nevertheless, the Company and certain of its officers had been named as defendants in a putative securities class action filed in February 2025 in the United States District Court for the Central District of California. The case was purportedly filed on behalf of persons who claim to have suffered damages as a result of alleged misstatements concerning the progress of the Company’s Neutron rocket development. The Company filed a Motion to Dismiss the Complaint in August 2025. While the Court granted the Motion to Dismiss in November 2025, the Plaintiff subsequently filed an amended Complaint, and in response the Company again filed a new Motion to Dismiss this Complaint in January 2026. On April 16, 2026, our Motion to Dismiss the securities class action was granted with prejudice. Plaintiffs did not appeal the dismissal to the Ninth Circuit Court of Appeals. Relying on many of the same allegations as the securities class action, in April 2025, two shareholders filed putative shareholder derivative actions on behalf of the Company against its directors and certain of its officers in the United States District Court for the Central District of California. The two consolidated derivative actions remained stayed pending final resolution of the motion to dismiss in the securities case. On May 28, 2026, the Court granted the parties’ joint stipulation to dismiss the consolidated derivative action in its entirety.

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Risk Factors

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.

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