---
schema_version: "secwatch.filing_event.v1"
accession: "0001628280-25-027473"
form_type: "8-K12B"
ticker: "RKLB"
cik: "0001819994"
company_name: "Rocket Lab Corp"
filed_at: "2025-05-23T23:59:59+00:00"
generated_at: "2026-05-20T15:07:19.550678+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.35
calibrated_materiality_score: 0.35
confidence: "high"
source: SEC EDGAR
---

# Rocket Lab completes holding company reorganization; stock continues trading as RKLB under new parent

## Summary
- Merger effective May 23, 2025; each share of Rocket Lab common stock converted into one share of new holding company common stock.
- Rocket Lab Corporation (new) becomes successor issuer; stock continues trading on Nasdaq under symbol 'RKLB' with new CUSIP 773121108.
- No change in directors, officers, business, or assets; same management team and board continue.
- Convertible Notes (4.250% due 2029) now guaranteed by new holding company via supplemental indenture.
- Reorganization intended to be tax-free for shareholders; no shareholder vote required under Delaware law.

## SEC filing metadata
- accession: 0001628280-25-027473
- form_type: 8-K12B
- ticker: RKLB
- cik: 0001819994
- company_name: Rocket Lab Corp
- filed_at: 2025-05-23T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.35
- calibrated_materiality_score: 0.35
- confidence: high
- sec_items: 1.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1819994/000162828025027473/0001628280-25-027473-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1819994/000162828025027473/rklb-20250523.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001628280-25-027473
- JSON: https://secwatch.observer/filing/0001628280-25-027473.json
- Plain text: https://secwatch.observer/filing/0001628280-25-027473.txt

## Key facts
- Debt Financings
  Rocket Lab Corp amended convertible notes with U.S. Bank Trust Company, National Association at 4.250%.
  - Instrument: convertible notes
  - Counterparty: U.S. Bank Trust Company, National Association
  - Rate: 4.250%
  - Event: amendment
  source text: Rocket Lab, Rocket Lab Holdings and U.S. Bank Trust Company, National Association (the “Trustee”) entered into a first supplemental indenture (the “Supplemental Indenture”) to the indenture, dated as of February 6, 2024, between Rocket Lab and the Trustee (the “Indenture”), governing Rocket Lab’s 4.250% Convertible Senior Notes
  evidence_url: https://www.sec.gov/Archives/edgar/data/1819994/000162828025027473/0001628280-25-027473-index.htm
- Governance Changes
  Rocket Lab Corp: Added a provision to the Amended and Restated Charter that requires stockholder approval of certain acts or transactions by the same vote as required by DGCL and the charter (effective 2025-05-23).
  - Change: charter amendment
  - Effective: 2025-05-23
  source text: Rocket Lab amended and restated its Amended and Restated Certificate of Incorporation (as so amended and restated the “Rocket Lab Amended and Restated Charter”) by filing the Rocket Lab Amended and Restated Charter as an exhibit to the Certificate of Merger filed with the Secretary of State of the State of Delaware on May 23, 2025 in connection with the Merger (the “Certificate of Merger”), in order to add a provision, which is required by Section 251(g) of the DGCL, that provides that any act or transaction by or involving Rocket Lab, other than the election or removal of directors, that requires for its adoption under the DGCL or the Rocket Lab Amended and Restated Charter the approval of the stockholders of Rocket Lab shall require the approval of the stockholders of Rocket Lab Holdings by the same vote as is required by the DGCL and/or the Rocket Lab Amended and Restated Charter.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1819994/000162828025027473/0001628280-25-027473-index.htm

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