SCHEDULE: Khosla Ventures Amends Rocket Lab Stake, Reports Distributions

Sentiment:

Schedule 13D Amendment 20 November 2025 6:16 PM

Khosla Ventures and its affiliates filed an Amendment No. 9 to their Schedule 13D, reporting changes in beneficial ownership of Rocket Lab Corporation common stock due to internal pro rata distributions.

Summary

Khosla Ventures V, L.P. (KV V), Khosla Ventures Associates V, LLC (KVA V), VK Services, LLC, and Vinod Khosla (collectively, 'Reporting Persons') filed Amendment No. 9 to their Schedule 13D regarding their beneficial ownership in Rocket Lab Corporation.
The filing reports changes in beneficial ownership due to pro rata distributions of Common Stock by KV V to its underlying limited partners and general partners (including KVA V) for no consideration.
Between October 23, 2025, and November 20, 2025, KV V distributed a total of 4,564,723 shares of Common Stock.
Specific distributions occurred on October 28, 2025 (1,500,000 shares), November 3, 2025 (1,064,723 shares), and November 18, 2025 (2,000,000 shares), with the latter triggering this amendment.
Following these distributions, VK Services directly owns 34,334,576 shares of Common Stock, and KVA V directly owns no shares.
The Reporting Persons' aggregate beneficial ownership of Rocket Lab Corporation's Common Stock is 36,593,470 shares, representing 6.9% of the class outstanding, based on 534,156,333 shares outstanding as of November 10, 2025.
The shares were initially acquired for investment purposes, and the Reporting Persons currently have no plans to change the Issuer's business, policies, management, structure, or capitalization.
KV V holds registration rights, including demand and 'piggyback' rights, allowing for potential future sales of its shares.

Sentiment

Score: 5

Explanation: The filing is a routine amendment to a Schedule 13D, reporting internal distributions of shares by a venture capital firm. It does not contain new information that would significantly alter the perception of the company's performance or prospects, nor does it indicate any activist intent. The change in beneficial ownership is due to internal restructuring rather than a market sale.

Positives

The Reporting Persons continue to hold a significant stake in Rocket Lab Corporation, indicating ongoing investment interest.
The distributions were pro rata and for no consideration, suggesting an internal restructuring or distribution to investors rather than a market sale.

Negatives

The reported beneficial ownership percentage for some reporting persons has decreased due to internal distributions, specifically KV V's direct holdings.

Future Outlook

The Reporting Persons state they have no present plans or proposals to change the Issuer's business, policies, management, structure, or capitalization. They reserve the right to acquire or dispose of additional securities and may engage in discussions with management, the Board, and other stockholders regarding the Issuer's business, operations, governance, management, strategy, capitalization, and future plans.

Industry Context

This filing is a routine update on beneficial ownership by a venture capital firm in a space technology company. It reflects an internal reallocation of shares within the investment group rather than a strategic industry move or market transaction.

Related Party Transactions

The pro rata distributions by KV V to its underlying limited partners and general partners (including KVA V) are internal transactions within the Khosla Ventures group.

Stakeholder Impact

Shareholders: The filing indicates a slight decrease in the reported beneficial ownership percentage by Khosla Ventures, which could be perceived as a minor reduction in institutional commitment, though it's an internal distribution. The existence of registration rights means a large block of shares could potentially be offered for sale in the future.
Employees, Customers, Suppliers, Creditors: No direct impact is indicated by this filing.

Next Steps

The Issuer is obligated to file a shelf registration statement within 45 calendar days following the August 25, 2021, closing of the Business Combination and use commercially reasonable efforts to make it effective.
KV V may request to sell all or a portion of its registrable securities in an underwritten offering if the total offering price is at least $50 million, subject to certain conditions.
KV V also has 'piggyback' registration rights, allowing them to participate in other offerings by the Issuer.
The Reporting Persons may engage in further discussions with management, the Issuer's Board of Directors, other stockholders, and relevant parties concerning the Issuer's business, operations, governance, management, strategy, capitalization, and/or future plans.

Key Dates

Date	Description
August 2013	Start of period when Reporting Persons acquired preferred stock of Legacy Rocket Lab.
May 2020	End of period when Reporting Persons acquired preferred stock of Legacy Rocket Lab.
March 1, 2021	Date of the original Agreement and Plan of Merger for the Business Combination.
May 7, 2021	Date of Amendment No. 1 to the Merger Agreement.
June 25, 2021	Date of Amendment No. 2 to the Merger Agreement.
August 25, 2021	Closing date of the Business Combination, when Legacy Rocket Lab merged into Vector and was renamed Rocket Lab USA, Inc. Also, date KV V entered into the Second Amended and Restated Registration Rights Agreement.
September 7, 2021	Date the Original Schedule 13D was initially filed.
March 17, 2022	Date Amendment No. 1 to the Original Schedule 13D was filed.
May 20, 2022	Date Amendment No. 2 to the Original Schedule 13D was filed.
March 13, 2024	Date Amendment No. 3 to the Original Schedule 13D was filed.
August 14, 2024	Date Amendment No. 4 to the Original Schedule 13D was filed.
December 3, 2024	Date Amendment No. 5 to the Original Schedule 13D was filed.
February 14, 2025	Date Amendment No. 6 to the Original Schedule 13D was filed.
May 23, 2025	Rocket Lab Corporation became the successor of Rocket Lab USA, Inc. pursuant to a merger, becoming a parent holding company.
September 4, 2025	Date Amendment No. 7 to the Original Schedule 13D was filed.
October 23, 2025	Date Amendment No. 8 to the Original Schedule 13D was filed. Also, start of period for pro rata distributions by KV V.
October 28, 2025	Date of a pro rata distribution of 1,500,000 shares of Common Stock by KV V.
November 3, 2025	Date of a pro rata distribution of 1,064,723 shares of Common Stock by KV V.
November 10, 2025	Date of the Issuer's Quarterly Report on Form 10-Q, which reported 534,156,333 shares of Common Stock outstanding.
November 18, 2025	Date of a pro rata distribution of 2,000,000 shares of Common Stock by KV V, which triggered the filing of this Amendment No. 9.
November 20, 2025	Date this Amendment No. 9 was signed and filed. Also, end of period for pro rata distributions by KV V.

Recommendation

hold

This filing is a routine disclosure of changes in beneficial ownership due to internal distributions within the Khosla Ventures investment group. It does not provide new fundamental information about Rocket Lab Corporation's operational performance, strategic direction, or financial health that would warrant a change in investment recommendation. The stated purpose remains 'investment purposes,' and there are no immediate plans for activist actions. Therefore, a 'hold' recommendation is appropriate, maintaining current positions while awaiting further operational or financial updates from the company.

Keywords

Rocket Lab Corporation, RKLB, Khosla Ventures, Schedule 13D, beneficial ownership, venture capital, stock distribution, SEC filing, investment

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