CEO Beck Peter converted options into 5,000,000 shares (SEC Form 4)
$RKLB
Military/Government/Technical
Industrials
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Rocket Lab Corp [ RKLB ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 05/26/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 05/26/2026 | C | 5,000,000 | A | $0.0 | 5,000,000 | I | by Trust(1) | ||
| Common Stock | 491,930 | D | ||||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Convertible Participating Preferred Stock | (2) | 05/26/2026 | C(3) | 5,000,000(3) | (4) | (4) | Common Stock | 5,000,000 | $0.0 | 40,951,250 | I | by Trust(1) | |||
| Explanation of Responses: |
| 1. Held directly by the Equatorial Trust (the "Trust"), a family trust settled by the Reporting Person and Kerryn Beck. Peek Street Equatorial Trustee Limited (the "Trustee") is the trustee of the Trust and each of the Reporting Person, Kerryn Beck and Warren Butler serve as a director of the Trustee with shared voting and investment control of the shares and, as a result, the Trustee and each such individual is deemed to be an indirect beneficial owner of the reported securities. The Reporting Person disclaims his beneficial ownership of the reported securities except to the extent of his pecuniary interest. |
| 2. Each share of Series A Convertible Participating Preferred Stock, $0.0001 par value per share ("Series A Preferred Stock"), is convertible into one share of common stock, par value $0.0001 per share ("Common Stock") of the Registrant at any time at the option of the holder, subject to certain adjustments such as in connection with stock dividends, distributions, stock splits and stock combinations. |
| 3. On May 26, 2026, the Trust optionally converted 5,000,000 shares of Series A Preferred Stock into 5,000,000 shares of Common Stock pursuant to the terms of the Series A Preferred Stock Certificate of Designation. The Trust converted the shares for purposes of satisfying delivery of shares of Common Stock to the broker for sales to be made in future months under a Rule 10b5-1 Plan adopted by the Trust on March 27, 2026. |
| 4. Each share of Series A Preferred Stock will automatically convert into one share of Common Stock, upon the earliest to occur of (a) any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of such share of Series A Preferred Stock, except for certain permitted transfers described in the Registrant's amended and restated certificate of incorporation, as amended; (b) the first date on which the Reporting Person shall no longer serve as the Chief Executive Officer or such other executive officer position of the Registrant as approved by its Board of Directors; (c) the death or permanent disability of the Reporting Person; or (d) the first date on which the outstanding shares of Series A Preferred Stock no longer represent at least 5% of the beneficial ownership of the Registrant's outstanding Common Stock. |
| Remarks: |
| On March 30, 2026, the Reporting Person entered into a restricted stock unit cancellation agreement with the Registrant, pursuant to which the Reporting Person voluntarily forfeited and cancelled all unvested restricted stock units held by the Reporting Person, representing an aggregate of 392,155 shares of the Registrant's common stock. |
| By: /s/Arjun Kampani, as Attorney-in-Fact For: Peter Beck | 05/28/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||