Why were Rocket Lab (RKLB) CFO Adam Spice’s share sales classified as sell-to-cover?

The filing explains the sales were part of a sell-to-cover transaction under a Rule 10b5-1 election. Proceeds were used to satisfy tax withholding obligations linked to the vesting and settlement of restricted stock units previously awarded as compensation to the CFO.

Were Rocket Lab (RKLB) CFO share sales made under a Rule 10b5-1 trading plan?

Yes. The disclosure states the sell-to-cover transactions were executed pursuant to a Rule 10b5-1 election adopted by the CFO. Such pre-arranged plans automate trades, particularly for handling tax obligations on equity awards, and reduce discretion over trade timing.

Rocket Lab (RKLB) CFO sells 62,744 shares to cover RSU taxes

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Rocket Lab Corp Chief Financial Officer Adam C. Spice reported open-market sales of 62,744 shares of Common Stock on May 26, 2026. The shares were sold in multiple trades at weighted-average prices ranging from $138.7700 to $144.7600 per share.

According to the disclosure, these transactions were executed as a sell-to-cover arrangement under a pre-established Rule 10b5-1 election to satisfy tax withholding obligations tied to vesting and settlement of previously granted restricted stock units. Following the sales, Spice directly holds 983,049 shares and indirectly holds 250,000 shares through a trust.

Insider Trade Summary 10b5-1

Net Seller: 62,744 shares ($8,945,631)

Net Sell 7 txns

Insider Spice Adam C.

Role Chief Financial Officer

Sold 62,744 shs ($8.95M)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,657	$139.4122	$231K
Sale	Common Stock	4,933	$140.2017	$692K
Sale	Common Stock	6,128	$141.4563	$867K
Sale	Common Stock	18,256	$142.355	$2.60M
Sale	Common Stock	24,436	$143.2433	$3.50M
Sale	Common Stock	7,334	$144.1287	$1.06M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 1,044,136 shares (Direct, null); Common Stock — 250,000 shares (Indirect, by Trust)

Footnotes (1)

Represents the sale of shares pursuant to a "sell-to-cover" transaction pursuant to a Rule 10b5-1 election adopted by the Reporting Person in order to satisfy applicable tax withholding obligations in connection with the vesting and settlement of restricted stock units previously granted to the Reporting Person. The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $138.7700 to $139.7600. The Reporting Person undertakes to provide the Registrant, any securityholder of the Registrant, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Includes 527 shares acquired under the Rocket Lab Corporation 2021 Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c). The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $139.8000 to $140.8000. The Reporting Person undertakes to provide the Registrant, any securityholder of the Registrant, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $140.8200 to $141.8200. The Reporting Person undertakes to provide the Registrant, any securityholder of the Registrant, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $141.8300 to $142.8300. The Reporting Person undertakes to provide the Registrant, any securityholder of the Registrant, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $142.8400 to $143.8300. The Reporting Person undertakes to provide the Registrant, any securityholder of the Registrant, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $143.8500 to $144.7600. The Reporting Person undertakes to provide the Registrant, any securityholder of the Registrant, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Key Figures

Shares sold: 62,744 shares Price range: $138.7700–$144.7600 per share Direct holdings after sale: 983,049 shares +3 more

6 metrics

Shares sold 62,744 shares Total Common Stock sold on May 26, 2026

Price range $138.7700–$144.7600 per share Weighted-average sale price range across multiple trades

Direct holdings after sale 983,049 shares Common Stock directly owned by CFO after transactions

Indirect holdings after sale 250,000 shares Common Stock held indirectly by trust after transactions

Number of sale entries 6 transactions Non-derivative open-market sale line items on May 26, 2026

Holding entries 1 entry Indirect trust holding reported without new transaction

Key Terms

sell-to-cover, Rule 10b5-1, restricted stock units, weighted-average price, +1 more

5 terms

sell-to-cover financial

"Represents the sale of shares pursuant to a "sell-to-cover" transaction pursuant to a Rule 10b5-1 election"

Sell-to-cover is when part of newly issued or exercised company stock is immediately sold to pay required taxes and fees, so the recipient keeps the remaining shares. For investors this matters because it reduces the number of shares insiders or employees actually hold after a grant, can create small, routine share sales that aren’t signal of cashing out, and slightly increases share supply on the market—like selling a portion of a paycheck to cover the tax bill.

Rule 10b5-1 regulatory

"pursuant to a "sell-to-cover" transaction pursuant to a Rule 10b5-1 election adopted by the Reporting Person"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

restricted stock units financial

"in connection with the vesting and settlement of restricted stock units previously granted to the Reporting Person"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

weighted-average price financial

"The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions"

tax withholding obligations financial

"in order to satisfy applicable tax withholding obligations in connection with the vesting and settlement"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Form 4 Insider Transactions: What Each Field Means →

05/28/2026 - 08:59 PM

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Spice Adam C.

(Last)

(First)

(Middle)

3881 MCGOWEN STREET

(Street)

LONG BEACH

CALIFORNIA

90808

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Rocket Lab Corp [ RKLB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/26/2026		S		1,657⁽¹⁾	D	$139.4122⁽²⁾	1,044,136⁽³⁾	D
Common Stock	05/26/2026		S		4,933⁽¹⁾	D	$140.2017⁽⁴⁾	1,039,203	D
Common Stock	05/26/2026		S		6,128⁽¹⁾	D	$141.4563⁽⁵⁾	1,033,075	D
Common Stock	05/26/2026		S		18,256⁽¹⁾	D	$142.355⁽⁶⁾	1,014,819	D
Common Stock	05/26/2026		S		24,436⁽¹⁾	D	$143.2433⁽⁷⁾	990,383	D
Common Stock	05/26/2026		S		7,334⁽¹⁾	D	$144.1287⁽⁸⁾	983,049	D
Common Stock								250,000	I	by Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents the sale of shares pursuant to a "sell-to-cover" transaction pursuant to a Rule 10b5-1 election adopted by the Reporting Person in order to satisfy applicable tax withholding obligations in connection with the vesting and settlement of restricted stock units previously granted to the Reporting Person.

2. The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $138.7700 to $139.7600. The Reporting Person undertakes to provide the Registrant, any securityholder of the Registrant, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. Includes 527 shares acquired under the Rocket Lab Corporation 2021 Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c).

4. The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $139.8000 to $140.8000. The Reporting Person undertakes to provide the Registrant, any securityholder of the Registrant, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $140.8200 to $141.8200. The Reporting Person undertakes to provide the Registrant, any securityholder of the Registrant, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $141.8300 to $142.8300. The Reporting Person undertakes to provide the Registrant, any securityholder of the Registrant, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $142.8400 to $143.8300. The Reporting Person undertakes to provide the Registrant, any securityholder of the Registrant, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

8. The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $143.8500 to $144.7600. The Reporting Person undertakes to provide the Registrant, any securityholder of the Registrant, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:

On April 22, 2026, the reporting person contributed 250,000 shares to the SPICE 2026 RKLB GRAT (the "GRAT"), a grantor retained annuity trust for which the reporting person serves as both grantor and trustee. The Reporting Person retains an annuity interest in the GRAT for the trust term and maintains voting control over the shares held by the GRAT. The shares previously reported as directly held are now reported as indirectly held to reflect the Reporting Person's continued beneficial ownership through the GRAT.

	By: /s/ Arjun Kampani, as Attorney-in-Fact For: Adam Spice	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Rocket Lab (RKLB) disclose for its CFO?

Rocket Lab reported that CFO Adam C. Spice sold 62,744 shares of Common Stock on May 26, 2026. The sales were open-market transactions executed under a Rule 10b5-1 plan to cover tax withholding from vesting restricted stock units previously granted to him.

At what prices did the Rocket Lab (RKLB) CFO sell shares on May 26, 2026?

The CFO’s reported sales used weighted-average prices, with trades occurring between $138.7700 and $144.7600 per share. Multiple transactions within this range were aggregated, and the insider has committed to provide detailed price breakdowns upon request to investors or regulators.

How many Rocket Lab (RKLB) shares does the CFO hold after these transactions?

After the reported May 26, 2026 trades, Adam C. Spice directly owns 983,049 shares of Rocket Lab Common Stock. He also has an additional 250,000 shares reported as indirectly owned through a trust, reflecting both personal and trust-related holdings in the company.

How many total shares did Rocket Lab (RKLB) CFO sell in this Form 4?

Across six reported open-market sale entries, the CFO sold a total of 62,744 shares of Rocket Lab Common Stock. Each line item reflects a separate weighted-average price, all falling within the stated trading range from $138.7700 to $144.7600 per share on May 26, 2026.