Rocket Lab CorpRKLB
Rocket Lab Corp Stock Compensation Disclosure
STOCK-BASED COMPENSATION
Restricted Stock Units
Equity Incentive Plans
The Company has a single active equity incentive plan, the Rocket Lab 2021 Stock Option and Incentive Plan (the “2021 Plan”), with the objective of attracting and retaining available employees and directors by providing stock-based and other performance-based compensation. The Rocket Lab 2013 Stock Option and Grant Plan (the “2013 Plan”) was terminated, but outstanding awards granted thereunder remain governed by it. The 2021 Plan provides for the grant of equity awards to officers, employees, directors and other key employees as well as service providers which include incentive stock options, non-qualified stock options, restricted stock awards, unrestricted stock awards, restricted stock units or any combination of the foregoing any of which may be performance based, as determined by the Company’s Compensation Committee. An aggregate of 59,875,000 shares were initially reserved for the issuance of awards under the 2021 Plan. The number of shares reserved for issuance under the 2021 Plan automatically increases each January 1, beginning on January 1, 2022, by 5% of the outstanding number of shares of common stock on the immediately preceding December 31, or such lesser amount as determined by the plan administrator. The Company was authorized to issue and has registered with the Securities and Exchange Commission 104,631,817 shares of common stock as equity awards to participants under the 2021 Plan as of December 31, 2025. There were 91,917,893 shares of common stock available for grant as of December 31, 2025.
Total stock-based compensation recorded in the consolidated statements of operations and comprehensive loss during the years ended December 31, 2025, 2024 and 2023 consisted of the following:
| Years Ended December 31, | ||||||||||||||||||||
| Stock-based compensation | 2025 | 2024 | 2023 | |||||||||||||||||
| Cost of revenues | $ | 17,633 | $ | 16,657 | $ | 12,521 | ||||||||||||||
| Research and development, net | 22,072 | 15,626 | 21,721 | |||||||||||||||||
| Selling, general and administrative | 31,394 | 24,533 | 19,219 | |||||||||||||||||
| Total stock-based compensation expense | $ | 71,099 | $ | 56,816 | $ | 53,461 | ||||||||||||||
Options
The following summarizes the stock option activity of the 2013 Plan for the years ended December 31, 2025, 2024 and 2023:
| Options to Purchase Common Stock | Weighted- Average Exercise Price per Share | Weighted- Average Grant Date Fair Value per Share | Weighted- Average Remaining Contract Life (In Years) | Aggregate Intrinsic Value | |||||||||||||||||||||||||
| Outstanding — at January 1, 2023 | 13,257,720 | $ | 1.03 | $ | 0.53 | 5.18 | $ | 36,306 | |||||||||||||||||||||
| Exercised | (2,623,282) | 0.93 | 0.47 | 0.86 | 12,072 | ||||||||||||||||||||||||
| Forfeited | (7,556) | 1.42 | 0.78 | — | 31 | ||||||||||||||||||||||||
| Expired | (75,596) | 1.22 | 0.72 | — | 326 | ||||||||||||||||||||||||
| Outstanding — at December 31, 2023 | 10,551,286 | $ | 1.06 | $ | 0.53 | 4.32 | $ | 47,210 | |||||||||||||||||||||
| Exercised | (3,396,050) | 1.01 | 0.52 | 2.61 | 84,916 | ||||||||||||||||||||||||
| Outstanding — at December 31, 2024 | 7,155,236 | $ | 1.08 | $ | 0.53 | 3.46 | $ | 174,521 | |||||||||||||||||||||
| Exercised | (2,459,098) | 1.05 | 0.52 | 2.37 | 168,975 | ||||||||||||||||||||||||
| Expired | (543) | 0.10 | 0.06 | — | 38 | ||||||||||||||||||||||||
| Outstanding — at December 31, 2025 | 4,695,595 | $ | 1.10 | $ | 0.54 | 2.51 | $ | 322,414 | |||||||||||||||||||||
| Options vested and exercisable — at December 31, 2025 | 4,695,595 | $ | 1.10 | $ | 0.54 | 2.51 | $ | 322,414 | |||||||||||||||||||||
| Options vested and exercisable — at December 31, 2024 | 7,155,236 | $ | 1.08 | $ | 0.53 | 3.46 | $ | 174,521 | |||||||||||||||||||||
| Options vested and exercisable — at December 31, 2023 | 10,551,286 | $ | 1.06 | $ | 0.53 | 4.32 | $ | 47,210 | |||||||||||||||||||||
The time-based service vesting condition is generally satisfied over periods of approximately four years as the employees provide service. As of December 31, 2025, the total unrecognized compensation expense related to unvested restricted stock units granted under the 2021 Plan was $108,823 and will be recognized upon vesting.
The following summarizes the restricted stock unit activity of the Plan for the years ended December 31, 2025, 2024 and 2023:
| Number of Units | Weighted- Average Grant Date Fair Value | ||||||||||
| Outstanding — at January 1, 2023 | 16,686,217 | $ | 5.94 | ||||||||
| Granted | 11,269,200 | 4.76 | |||||||||
| Released | (8,887,903) | ||||||||||
| Forfeited | (2,729,675) | 6.01 | |||||||||
| Outstanding — at December 31, 2023 | 16,337,839 | 5.48 | |||||||||
| Granted | 18,206,230 | 6.54 | |||||||||
| Released | (9,854,054) | 5.45 | |||||||||
| Forfeited | (2,931,413) | 5.15 | |||||||||
| Outstanding — at December 31, 2024 | 21,758,602 | 6.43 | |||||||||
| Granted | 1,849,373 | 30.39 | |||||||||
| Released | (9,255,369) | 7.15 | |||||||||
| Forfeited | (1,638,682) | 7.91 | |||||||||
| Outstanding — at December 31, 2025 | 12,713,924 | $ | 9.20 | ||||||||
| Units expected to vest — at December 31, 2025 | 12,713,924 | $ | 9.20 | ||||||||
| Units expected to vest — at December 31, 2024 | 21,758,602 | $ | 6.43 | ||||||||
| Units expected to vest — at December 31, 2023 | 16,337,839 | $ | 5.48 | ||||||||
2021 Employee Stock Purchase Plan
In August 2021, the 2021 Employee Stock Purchase Plan (the “2021 ESPP”) was approved to reserve 9,980,000 shares of common stock for issuance for awards in accordance with the terms of the 2021 ESPP. In addition, the number of shares reserved for issuance will ultimately increase on January 1 of each year from 2022 to 2031 by the lesser of (i) 9,980,000 shares of common stock, (ii) 1% of the number of shares of common stock outstanding as of the close of business on the immediately preceding December 31 or (iii) the number of common stock shares as determined by the Company’s board of directors. The purpose of the 2021 ESPP is to enable eligible employees to use payroll deductions to purchase shares of common stock and thereby acquire an interest in the Company. Eligible employees are offered shares through a 12-month offering period, which consists of two consecutive 6-month purchase periods. Employees may purchase a limited amount of shares of our stock at a discount of up to 15% of the lesser of the fair market value at the beginning of the offering period or the end of each 6-month purchase period.
During the years ended December 31, 2025, 2024 and 2023, 602,669, 1,473,720 and 1,369,604 shares of common stock were issued under the 2021 ESPP. As of December 31, 2025, 19,580,628 shares remain available for issuance under the 2021 ESPP. Total ESPP stock-based compensation recorded in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2025, 2024 and 2023 was $6,745, $3,016 and $2,399, respectively. As of December 31, 2025, the total unrecognized compensation expense related to the 2021 ESPP was $7,529 and will be recognized over the remaining offering period.
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.