RKLB 8-K — Smart Summary

On September 25, 2025, Rocket Lab Corporation entered into a Stock Purchase Agreement to acquire all issued and outstanding ordinary shares of Mynaric AG for aggregate consideration of $75 million (in cash or Company Common Stock, at the Company's discretion), with up to $75 million in additional post-closing earnout payments. Any Company Common Stock issued in connection with the transaction will be sold on an unregistered basis pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D.

• Target: Mynaric AG, a stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany
• Sellers: OC III LVS LIII LP and CO Finance II LVS I LLC
• Upfront consideration: $75 million, payable in cash or shares of Company Common Stock ($0.0001 par value) at the Company's discretion, subject to closing adjustments
• Additional earnout: up to $75 million in post-closing payments in cash or Company Common Stock based on Mynaric revenue targets for 2025, 2026, and 2027
• Stock consideration valued at volume weighted average price for the 20 consecutive trading days ending on (and including) the trading day immediately preceding the day prior to the Closing Date or earnout payment date
• Transaction subject to regulatory approval by the German Ministry of Foreign Affairs; Company to file a resale registration statement within 30 days after closing

• Section 4(a)(2) / Regulation D — Securities Act of 1933, as amended, Section 4(a)(2) thereof and/or Regulation D thereunder; basis: transaction by an issuer not involving a public offering

• Common Stock, $0.0001 par value — Number of shares to be determined (valued based on 20-day VWAP ending the trading day immediately preceding the day prior to Closing Date or earnout payment date); up to $75 million in aggregate consideration (cash or stock, at Company's discretion) plus up to $75 million in potential earnout payments (cash or stock); purchasers/recipients: OC III LVS LIII LP and CO Finance II LVS I LLC; date of agreement: September 25, 2025

• Acquisition of Mynaric AG — Up to $75 million aggregate consideration (plus up to $75 million in earnout payments) to purchase all issued and outstanding ordinary shares of Mynaric AG from OC III LVS LIII LP and CO Finance II LVS I LLC