Form 4: Khosla Ventures Entities Restructure Rocket Lab Shareholdings Through Pro Rata Distribution

Khosla Ventures V, L.P. and related entities have completed a pro rata distribution of 2,000,000 Rocket Lab Corp common shares to their partners for no consideration, adjusting beneficial ownership structures.

Summary

• Khosla Ventures V, L.P. (KV V) distributed 2,000,000 shares of Rocket Lab Corp Common Stock to its limited partners and general partners on July 2, 2025.
• This distribution was pro rata and for no consideration ($0.00 per share).
• Following this initial distribution, Khosla Ventures Associates V, LLC (KVA V) received 747,699 shares.
• KVA V subsequently distributed all its received shares to its underlying members.
• As a result of these distributions, VK Services, LLC (VK Services) is now the record owner of 30,146,841 shares of Common Stock, while KVA V holds no shares.
• Khosla Ventures V, L.P. indirectly beneficially owns 19,323,617 shares after the reported transactions.
• Vinod Khosla, as managing member of VK Services, LLC, which manages KVA V, may be deemed to possess voting and investment control over these securities.

Sentiment

Score: 5

Explanation: The transaction is a pro rata distribution for no consideration, indicating an internal restructuring of ownership rather than a sale or purchase. This is generally neutral for the company's outlook.

Positives

• The transaction is a pro rata distribution for no consideration, indicating a restructuring of ownership within the Khosla Ventures entities rather than a divestment for profit.
• The overall beneficial ownership by the Khosla Ventures group remains substantial, with VK Services, LLC now holding a significant direct stake of 30,146,841 shares.

Future Outlook

No forward-looking statements or guidance regarding Rocket Lab Corp's operations or financial performance are provided in this filing.

Industry Context

This Form 4 filing details an internal restructuring of shareholdings by a significant venture capital investor, Khosla Ventures, in Rocket Lab Corp. It does not provide information on broader industry trends or competitive landscape, focusing solely on changes in beneficial ownership.

Related Party Transactions

• Khosla Ventures V, L.P. distributed 2,000,000 shares of Common Stock to its limited partners and general partners, including Khosla Ventures Associates V, LLC (KVA V).
• KVA V subsequently distributed all its received shares to its underlying members, including VK Services, LLC (VK Services).
• Vinod Khosla, as managing member of VK Services, LLC, which is the sole manager of KVA V, is deemed to have indirect beneficial ownership over securities held by KV V.

Stakeholder Impact

• Shareholders: The transaction primarily impacts the beneficial ownership structure of the reporting persons (Khosla Ventures entities and Vinod Khosla), clarifying the direct and indirect holdings within their group. It does not directly impact other public shareholders' proportionate interests or the company's operations.

Key Dates

Keywords

Rocket Lab Corp, RKLB, Khosla Ventures, Vinod Khosla, SEC Form 4, beneficial ownership, share distribution, insider transaction, equity restructuring, venture capital