---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-24-011944"
form_type: "8-K"
ticker: "RKLB"
cik: "0001819994"
company_name: "Rocket Lab Corp"
filed_at: "2024-02-07T23:59:59+00:00"
generated_at: "2026-06-06T07:14:17.294071+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Rocket Lab closes upsized $355M 4.25% convertible note due 2029, net proceeds ~$300M

## Summary
- Issued $355M aggregate principal 4.250% convertible senior notes due Feb 2029; upsized from $300M due to oversubscription.
- Net proceeds of ~$300.3M after $43.2M capped call cost and ~$11.5M underwriting/offering expenses.
- Initial conversion price ~$5.13 per share; effective conversion price ~$8.04 after capped call transactions.
- Proceeds used: ~$40M to repay equipment financing, remainder for working capital, potential M&A and growth.
- Capped call transactions cover shares underlying notes to reduce dilution, cost $43.2M.

## SEC filing metadata
- accession: 0000950170-24-011944
- form_type: 8-K
- ticker: RKLB
- cik: 0001819994
- company_name: Rocket Lab Corp
- filed_at: 2024-02-07T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1819994/000095017024011944/0000950170-24-011944-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1819994/000095017024011944/rklb-20240201.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-24-011944
- JSON: https://secwatch.observer/filing/0000950170-24-011944.json
- Plain text: https://secwatch.observer/filing/0000950170-24-011944.txt

## Key facts
- Debt Financings
  Rocket Lab Corp incurred senior notes of $355,000,000 aggregate principal amount with U.S. Bank Trust Company, National Association at 4.250% per annum maturing February 1, 2029.
  - Instrument: senior notes
  - Principal: $355,000,000 aggregate principal amount
  - Counterparty: U.S. Bank Trust Company, National Association
  - Rate: 4.250% per annum
  - Maturity: February 1, 2029
  - Event: incurrence
  source text: On February 6, 2024, Rocket Lab USA, Inc. (the “Company”) issued $355,000,000 aggregate principal amount of its 4.250% Convertible Senior Notes due 2029 (the “Notes”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1819994/000095017024011944/0000950170-24-011944-index.htm
- Material Agreements
  Rocket Lab Corp entered into Indenture with U.S. Bank Trust Company, National Association valued at $355,000,000 aggregate principal amount of its 4.250% Convertible Senior Notes due 2029 (effective 2024-02-06).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: U.S. Bank Trust Company, National Association
  - Value: $355,000,000 aggregate principal amount of its 4.250% Convertible Senior Notes due 2029
  - Effective: 2024-02-06
  source text: On February 6, 2024, Rocket Lab USA, Inc. (the “Company”) issued $355,000,000 aggregate principal amount of its 4.250% Convertible Senior Notes due 2029 (the “Notes”). The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of February 6, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1819994/000095017024011944/0000950170-24-011944-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.