Rocket Lab美国招股说明书（2026年5月20日版）

directly to the sales agents acting as principals, we also may enter into forward sale agreements under separate forward sale confirmations between us and Bank ofAmerica, N.A., Citizens JMP Securities, LLC, Deutsche Bank AG, London Branch, Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., Morgan Stanley & Co.LLC, Nomura Global Financial Products, Inc., Robert W. Baird & Co. Incorporated, Stifel, Nicolaus & Company, Incorporated, The Toronto-Dominion Bank and WellsFargo Bank, National Association or one or more of their respective affiliates. These entities, when acting in such capacity, are referred to in this prospectus supplementas “forward purchasers.” In connection with each forward sale agreement, the relevant forward purchaser (or its affiliate) will, at our request, attempt to borrow fromthird-party stock lenders and, through the relevant sales agent, sell a number of shares of our common stock equal to the number of shares that underlie such forwardsale agreement to hedge such forward sale agreement. BofA Securities, Inc., Citizens JMP Securities, LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC,KeyBanc Capital Markets Inc., Morgan Stanley & Co. LLC, Nomura Securities International, Inc., Robert W. Baird & Co. Incorporated, Stifel, Nicolaus & Company, In a forward transaction under one form of forward sale agreement, which we refer to as an “initially priced forward transaction,” we may enter into one or moreforward sale agreements relating to one or more initially priced forward transactions (“initially priced forward sale agreements”) with a forward purchaser, pursuant towhich we will receive the forward sale price under the forward sale agreement at the settlement of the initially priced forward transaction, subject to the price adjustmentand other provisions of the applicable forward sale agreement. The initial forward sale price per share under each initially priced forward transaction will be equal to theproduct of (1) an amount equal to one minus the applicable forward hedge selling commission rate and (2) the adjusted volume weighted average hedge price per shareat which the borrowed shares of our common stock were sold pursuant to the equity distribution agreement by the relevant forward seller to hedge the relevant forwardpurchaser’s exposure under such initially priced forward transaction. We will not initially receive any proceeds from the sale of borrowed shares of our common stockby the relevant forward seller. We expect to receive proceeds from the sale of shares of our common stock upon future physical settlement of the relevant initially pricedforward transaction with the relevant forward purchaser on dates specified by us on or prior to the maturity date of such initially priced forward transaction. In an forward sale agreements relating to one or more collared forward transactions (“collared forward sale agreements”) with Goldman Sachs & Co. LLC or Morgan Stanley& Co. LLC, each acting in its capacity as a forward purchaser (the “collared forward purchaser”), pursuant to which we will agree to sell to the relevant collared forwardpurchaser up to the number of shares of our common stock specified in the collared forward sale agreement (subject to adjustment as set forth therein) and the relevantcollared forward purchaser will borrow from third-party stock lenders and sell the maximum number of shares of our common stock deliverable pursuant to the collaredforward transaction (the “hedging shares”) through the related sales agent acting as statutory underwriter and a forward seller (the “collared forward seller”) over a period of time to be agreed between us and the relevant collared forward purchaser (an “initial hedging period”), all subject to the terms of the equity distributionagreement and the collared forward sale agreement. We have been advised by each collared forward purchaser that it expects that, on the same days during the initialhedging period when the relevant collared forward seller is selling a number of hedging shares underlying the collared forward transaction, the relevant collared forwardpurchaser or its affiliates or agents will be contemporaneously purchasing a substantial portion of such number of shares in the open market for its own account, as each collared forward purchaser expects its initial hedge position in respect of the collared forward transaction to be less than the maximum number of shares underlying thecollared forward transaction. The floor price and the cap price of the collared forward transaction will be determined upon completion of the initial hedging period forthe collared forward transaction by multiplying the weighted average prices at which the relevant collared forward seller will have sold the hedging shares during the initial hedging period for the collared forward transaction (the “hedge reference price”) by the floor percentage and the cap percentage specified in the collared forwardsale agreement, respectively