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27 May, 2025 Sir Peter Beck, CEO & Adam Spice, CFO GEOST LLC ACQUISITION INVESTOR UPDATE
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Forward Looking Statements This presentation may contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, contained in this presentation, including statements regarding our expectations of financial results for the second quarter of 2025, strategy, future operations, future financial position, projected costs, prospects, plans and objectives of management, are forward-looking statements. Words such as, but not limited to, “anticipate,” “aim,” “believe,” “contemplate,” “continue,” “could,” “design,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “suggest,” “strategy,” “target,” “will,” “would,” and similar expressions or phrases, or the negative of those expressions or phrases, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are based on Rocket Lab’s current expectations and beliefs concerning future developments and their potential effects. These forward-looking statements involve a number of risks, uncertainties (many of which are beyond Rocket Lab’s control), or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Many factors could cause actual future events to differ materially from the forward-looking statements in this release, including risks related to delays and disruptions in expansion efforts; delays in the development of our Neutron rocket; our dependence on a limited number of customers; the harsh and unpredictable environment of space in which our products operate which could adversely affect our launch vehicle and spacecraft; increased competition in our industry due in part to rapid technological development; technological change in our industry which we may not be able to keep up with or which may render our services uncompetitive; average selling price trends; general economic uncertainty and turbulence which could impact our customers’ ability to pay what we are owed; failure of our launch vehicles, spacecraft and components to operate as intended either due to our error in design, in production or through no fault of our own; launch schedule disruptions; supply chain disruptions, product delays or failures; design and engineering flaws; launch failures; natural disasters and epidemics or pandemics; any inability to effectively integrate recently acquired assets;a US government shutdown or delays in government funding; changes in governmental regulations including with respect to trade and export restrictions, or in the status of our regulatory approvals or applications; or other events that force us to cancel or reschedule launches, including customer contractual rescheduling and termination rights; risks that acquisitions may not be completed on the anticipated time frame or at all or do not achieve the anticipated benefits and results; and the other risks detailed from time to time in Rocket Lab’s filings with the Securities and Exchange Commission (the “SEC”), including under the heading “Risk Factors” in Rocket Lab’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on February 27, 2025 and elsewhere. There can be no assurance that the future developments affecting Rocket Lab will be those that we have anticipated. Except as required by law, Rocket Lab is not undertaking any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Use of Non-GAAP Financial Measures To supplement our unaudited consolidated financial statements presented on a basis consistent with GAAP, we disclose certain non-GAAP financial measures, including non-GAAP gross margin, operating expenses, research and development expenses, and non-GAAP net selling, general and administrative expenses. These supplemental measures exclude the effects of (i) stock-based compensation expense; (ii) amortization of purchased intangible assets and favorable lease; (iii) non-cash income tax benefits and expenses (iv) depreciation; (v) transaction costs; (vi) change in fair value of contingent consideration; (vii) performance reserve escrow; (viii) provision for income taxes; (ix) (Gain) loss on foreign exchange; (x) accretion of marketable securities purchased at a discount; (xi) (gain) loss on disposal of assets; and (xii) employee retention credit. We also supplement our unaudited historical statements and forward-looking guidance with the measure of adjusted EBITDA, where adjustments to EBITDA include share-based compensation, warrant expense related to customers and partners, foreign exchange gains or losses, acquisition related performance reserve and escrow, loss on extinguishment of debt, interest expense, net and other non-recurring gains or losses. These non- GAAP measures should only be viewed in conjunction with corresponding GAAP measures. We compensate for the limitations of non-GAAP financial measures by relying upon GAAP results to gain a complete picture of our performance. Non-GAAP financial measures are not in accordance with and do not serve as an alternative for the presentation of our GAAP financial results. We are providing this information to enable investors to perform more meaningful comparisons of our operating results in a manner similar to management's analysis of our business. We believe that these non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our GAAP results of operations. We encourage investors to review the detailed reconciliation of our GAAP and non-GAAP presentations in our Earnings Release dated May 8, 2025 available on our website at investors.rocketlabusa.com. We have not provided a reconciliation for the forward-looking non-GAAP financial measures because, without unreasonable efforts, we are unable to predict with reasonable certainty the amount and timing of adjustments that are used to calculate these non-GAAP financial measures, particularly related to stock- based compensation and its related tax effects. 2 2 Rocket Lab | Geost LLC Acquisition FORWARD LOOKING STATEMENTS
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GEOST LLC ACUIQISITION WE ARE ACQUIRING GEOST Rocket Lab | Geost LLC Acquisition 3 Enhancing our integrated capabilities across launch, spacecraft- and now payloads. Acquisition positions Rocket Lab as a disruptive prime contractor for U.S. national security missions. Creation of a new category of offering – Optical Systems - within our vertically integrated, end-to-end solutions. With our proven ability to scale businesses, we’ll expand Geost’s product line and manufacturing to enter new markets and programs. Opportunity to bring end- to-end mission solutions benefits to current national security proposals that would drive meaningful near- term revenue growth.
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ROCKET LAB A DISRUPTIVE PRIME TO NATIONAL SECURITY Rocket Lab | Geost LLC Acquisition 4 Multiple national security missions deployed to orbit with Electron. Enabler of the Pentagon’s hypersonic technology development with HASTE. One of only five launch providers for the DOD’s highest-priority national security missions through NSSL with Neutron. Prime Contractor to the Space Development Agency’s Transport Layer, leading the design, development, production, test, and operations of 18 spacecraft for the SDA’s proliferated LEO constellation. Spacecraft + launch for the U.S. Space Force’s tactically responsive VICTUS HAZE mission. LAUNCH SPACECRAFT COMPLETE COMPLETE Core capabilities unlocked for national security programs Missile warning and tracking Tactical intelligence, surveillance, and reconnaissance Earth observation Space Domain Awareness With launch, spacecraft, and now payloads, Rocket Lab is primed to transform U.S. national security space missions with best-value, end-to-end solutions. Well positioned for next-gen defence and intelligence missions Space Development Agency Proliferated Warfighter Space Architecture Golden Dome missile defense PAYLOADS NEW
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GEOST LLC ACUIQISITION CUTTING-EDGE NEW PRODUCTS Rocket Lab | Geost LLC Acquisition 5 MISSION AUTONOMY Geost delivers compact, high- performance optical systems for small satellites, enabling real-time threat detection and monitoring in contested space environments. INTELLIGENCE, SURVEILLANCE, AND RECONNAISSANCE SENSORS (ISR) LAUNCH SPACECRAFT PAY LOA D S
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TRUSTED WITH NATIONAL SECURITY GEOST LLC ACUIQISITION Rocket Lab | Geost LLC Acquisition 6 SPACE DEVELOPMENT AGENCY INTELLIGENCE AGENCIES U.S. SPACE FORCE U.S. AIR FORCE
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GEOST LLC ACUIQISITION ADDED EXPERTISE, TEAM & FACILITIES Rocket Lab | Geost LLC Acquisition 7 Rocket Lab gains product assets, 1,100 sq ft cleanroom, three 300 sq ft laboratories, intellectual property, and extensive product inventory. Rocket Lab expands its U.S. footprint to Tucson, Arizona and Northern Virginia. 115 highly trained professionals brings Rocket Lab’s total headcount to 2,600+ people.
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GEOST LLC ACUIQISITION TRANSACTION DETAILS Rocket Lab | Geost LLC Acquisition 8 Up-Front Purchase price of $275 million • A mix of $125 million of cash and $150 million in privately placed shares of Rocket Lab common stock • Up to $50 million in potential additional cash earnout payments tied to revenue targets. Geost is expected to be neutral to modestly accretive to adjusted EBITDA inthe second half 2025 Subject to regulatory approval, transaction expected to close in 2H 2025
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