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Wu: The parties are advised that the MOTION HEARING 82, set for Thursday, April 16, 2026 at 8:30 a.m. will be held in-person. THERE IS NO PDF DOCUMENT ASSOCIATED WITH THIS ENTRY. (jag) TEXT ONLY ENTRY (Entered: 04/14/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/461055628/","id":461055628,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69688939/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/476137834/","id":476137834,"tags":[],"absolute_url":"/docket/69688939/97/douglas-bray-v-rocket-lab-usa-inc/","date_created":"2026-04-16T16:04:21.071389-07:00","date_modified":"2026-06-11T23:58:07.870483-07:00","sha1":"cd114e7052f27f9591b844e09dd7e765a3f5fe84","page_count":1,"file_size":105213,"filepath_local":"recap/gov.uscourts.cacd.959824/gov.uscourts.cacd.959824.97.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.959824/gov.uscourts.cacd.959824.97.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":"2026-05-13T05:22:37.520118-07:00","document_number":"97","attachment_number":null,"pacer_doc_id":"031047529479","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Motion Hearing","acms_document_guid":""}],"date_created":"2026-04-16T16:04:21.052259-07:00","date_modified":"2026-06-11T23:58:07.826315-07:00","date_filed":"2026-04-16","time_filed":"15:49:40","entry_number":97,"recap_sequence_number":"2026-04-16.001","pacer_sequence_number":329,"description":"MINUTES OF DEFENDANTS' MOTION TO DISMISS SECOND AMENDED CLASS ACTION COMPLAINT 82 held before Judge George H Wu. The Court's Tentative Ruling on Defendants' Motion 82 was issued on April 14, 2026 96 . Oral argument is held. The Court's Tentative Ruling is adopted as the Court's Final Ruling. Defendants' Motion is GRANTED. Plaintiff's case is dismissed with prejudice. A separate order will issue. Court Recorder: ECRO / Court Smart. (aco) (Entered: 04/16/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/461055607/","id":461055607,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69688939/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/476137813/","id":476137813,"tags":[],"absolute_url":"/docket/69688939/98/douglas-bray-v-rocket-lab-usa-inc/","date_created":"2026-04-16T16:04:18.557536-07:00","date_modified":"2026-09-25T02:26:18.465172-07:00","sha1":"ab504a0c827760adc7641bb0993c447dc0f527ba","page_count":2,"file_size":118761,"filepath_local":"recap/gov.uscourts.cacd.959824/gov.uscourts.cacd.959824.98.0_2.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.959824/gov.uscourts.cacd.959824.98.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"                                                                  JS-6\nCase 2:25-cv-01733-GW-KES    Document 98 Filed 04/16/26   Page 1 of 2 Page ID\n                                  #:2096\n\n\n 1\n 2\n 3\n 4\n 5\n 6\n 7\n 8\n                        UNITED STATES DISTRICT COURT\n 9\n                       CENTRAL DISTRICT OF CALIFORNIA\n10\n                                WESTERN DIVISION\n11\n12 DOUGLAS BRAY, Individually and        ) No. CV 25-1733-GW-KESx\n   on Behalf of All Others Similarly     )\n13 Situated,\n                                         ) ORDER GRANTING DEFENDANTS'\n14                                       ) MOTION TO DISMISS SECOND\n                            Plaintiff,   ) AMENDED CLASS ACTION\n15                                       ) COMPLAINT\n16       v.                              )\n                                         ) Judge:     Hon. George H. Wu\n17                                       ) Courtroom: 9D\n18 ROCKET LAB USA, INC., PETER           ) Date:      March 23, 2026\n   BECK, and ADAM SPICE,                 ) Time:      8:30 a.m.\n19                                       )\n                      Defendants.        )\n20                                       )\n21\n22\n23\n24\n25\n26\n27\n28\n\fCase 2:25-cv-01733-GW-KES       Document 98 Filed 04/16/26       Page 2 of 2 Page ID\n                                     #:2097\n\n\n 1                                        ORDER\n 2        The Court, having considered the Motion to Dismiss Second Amended Class\n 3 Action Complaint filed by Defendants Rocket Lab USA, Inc., Peter Beck and Adam\n 4 Spice (the \"Motion\"), all papers filed in support thereof and in opposition thereto, the\n 5 argument of counsel, and good cause appearing, hereby GRANTS the Motion in its\n 6 entirety with prejudice.\n 7\n 8        IT IS SO ORDERED.\n 9\n10   DATED: April 16, 2026\n                                               HONORABLE GEORGE H. WU\n11                                             UNITED STATES DISTRICT JUDGE\n12\n13\n14\n15\n16\n17\n18\n19\n20\n21\n22\n23\n24\n25\n26\n27\n28\n\n                                              1\n\f","ocr_status":2,"date_upload":"2026-09-25T02:26:18.460898-07:00","document_number":"98","attachment_number":null,"pacer_doc_id":"031047529532","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Dismiss","acms_document_guid":""}],"date_created":"2026-04-16T16:04:18.536451-07:00","date_modified":"2026-06-11T23:58:07.913141-07:00","date_filed":"2026-04-16","time_filed":"15:52:43","entry_number":98,"recap_sequence_number":"2026-04-16.002","pacer_sequence_number":331,"description":"ORDER GRANTING DEFENDANTS' MOTION TO DISMISS SECOND AMENDED CLASS ACTION COMPLAINT by Judge George H Wu. The Court, having considered the Motion to Dismiss Second Amended Class Action Complaint filed by Defendants Rocket Lab USA, Inc., Peter Beck and Adam Spice (the \"Motion\"), all papers filed in support thereof and in opposition thereto, the argument of counsel, and good cause appearing, hereby GRANTS the Motion in its entirety with prejudice.; granting 82 MOTION to Dismiss (MD JS-6. Case Terminated) (aco) (Entered: 04/16/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/460718725/","id":460718725,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69688939/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/475787134/","id":475787134,"tags":[],"absolute_url":"/docket/69688939/96/douglas-bray-v-rocket-lab-usa-inc/","date_created":"2026-04-14T11:02:31.798029-07:00","date_modified":"2026-09-30T16:59:43.932766-07:00","sha1":"c5a9b000ab17b7ee76084017d09719e6fe9cf0e1","page_count":13,"file_size":194495,"filepath_local":"recap/gov.uscourts.cacd.959824/gov.uscourts.cacd.959824.96.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.959824/gov.uscourts.cacd.959824.96.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"   Case 2:25-cv-01733-GW-KES                  Document 96 Filed 04/14/26              Page 1 of 13 Page ID\n                                                    #:2082\n\n                                   UNITED STATES DISTRICT COURT\n                                  CENTRAL DISTRICT OF CALIFORNIA\n\n                                          CIVIL MINUTES - GENERAL\n Case No.          CV 25-1733-GW-KESx                                            Date       April 14, 2026\n Title             Douglas Bray v. Rocket Lab USA, Inc., et al.\n\n\n\n\n Present: The Honorable           GEORGE H. WU, UNITED STATES DISTRICT JUDGE\n                Javier Gonzalez                            None Present\n                 Deputy Clerk                        Court Reporter / Recorder                    Tape No.\n                Attorneys Present for Plaintiffs:                   Attorneys Present for Defendants:\n                         None Present                                          None Present\n PROCEEDINGS:                IN CHAMBERS - TENTATIVE RULING ON DEFENDANTS' MOTION\n                             TO DISMISS SECOND AMENDED CLASS ACTION COMPLAINT [82]\n\n\nAttached hereto is the Court\u2019s Tentative Ruling on Defendants\u2019 Motion [82] set for hearing on April 16,\n2026 at 8:30 a.m.\n\n\n\n\n                                                                                                    :\n                                                               Initials of Preparer    JG\nCV-90 (06/04)                                  CIVIL MINUTES - GENERAL                                   Page 1 of 1\n\fCase 2:25-cv-01733-GW-KES                  Document 96 Filed 04/14/26                     Page 2 of 13 Page ID\n                                                 #:2083\n\n\n\n   Bray v. Rocket Lab USA, Inc., et al., Case No. 2:25-cv-1733-GW-(KESx)\n   Tentative Ruling on Motion to Dismiss Second Amended Class Action Complaint\n\n\n            On November 10, 2025, the Court granted an earlier motion to dismiss in this\n   securities fraud action (with leave to amend) based on deficiencies in the scienter\n   allegations (without ruling out that there were additional deficiencies in other required\n   elements). See Docket Nos. 79-80. Subsequently, on December 19, 2025, plaintiff\n   Douglas Bray (\u201cPlaintiff\u201d)1 filed his Second Amended Class Action Complaint for\n   Violations of the Federal Securities Laws (\u201cSAC\u201d). See Docket No. 81. Defendants\n   Rocket Lab USA, Inc. (\u201cRocket Lab\u201d), Peter Beck (\u201cBeck\u201d) and Adam Spice (\u201cSpice,\u201d\n   together with Beck, \u201cthe Individual Defendants,\u201d and the Individual Defendants together\n   with Rocket Lab, \u201cDefendants\u201d) have again filed a Rule 12(b)(6)-based motion to\n   dismiss. Defendants\u2019 motion again challenges Plaintiff\u2019s ability to successfully plead the\n   required elements of falsity, scienter and loss causation. See In re Genius Brands Int\u2019l,\n   Inc. Sec. Litig., 97 F.4th 1171, 1180 (9th Cir. 2024) (setting forth the elements for Section\n   10(b) and Rule 10b-5(b) claims).\n            Scienter2\n            Noting that the SAC continues to lack any motive or \u201cunique benefit\u201d to the\n   Individual Defendants from the scheme Plaintiff believes he has identified, in their\n   opening brief Defendants summarize Plaintiff\u2019s scienter allegations as being reliant upon\n   the theory that:\n            (i) \u201cpaid\u201d commercial launches of Neutron \u201cwill create a big inflection\n            point\u201d for Rocket Lab\u2019s profitability; and (ii) an inflated stock price would\n            purportedly help support an at-the-market (\u201cATM\u201d) offering and corporate\n            acquisition that Rocket Lab announced two months later in mid-March\n            (two weeks after the end of the class period), and a separate acquisition\n            announced four months later in late May (a full three months after the\n            class period ended).\n   Docket No. 82, at 13:17-22 (emphasis in original) (citing/quoting SAC \u00b6\u00b6 88-91). After\n\n   1\n    The operative pleading refers to Willie Croskrey as the \u201cLead Plaintiff\u201d and to Douglas Bray as simply a\n   \u201cplaintiff.\u201d See SAC \u00b6 21-22. However, to accord with the caption of the action, the Court refers to Bray\n   as \u201cPlaintiff\u201d herein.\n   2\n    The Court set forth the principles underlying the scienter requirements subsequent to enactment of the\n   Private Securities Litigation Reform Act in its prior order, and the parties\u2019 familiarity with that discussion,\n   and those principles, is presumed such that it will not be repeated herein.\n\n\n                                                          1\n\fCase 2:25-cv-01733-GW-KES           Document 96 Filed 04/14/26             Page 3 of 13 Page ID\n                                          #:2084\n\n\n\n   again noting that a lack of motive is not fatal to a sufficient scienter allegation, Plaintiff\n   acknowledges that these allegations are his \u201cshort-term [profit] motive\u201d allegations.\n   Docket No. 87, at 17:21-26; see also SAC \u00b6 13.            He cites evidence \u2013 or at least\n   allegations \u2013 that Neutron\u2019s launch timeline \u201cwas a huge driver of Rocket Lab\u2019s stock\n   price.\u201d Docket No. 87, at 18:1-6. He also believes that, although the ATM offering and\n   acquisition were announced two weeks after the class period ended on February 25, 2025,\n   see SAC \u00b6\u00b6 1, 89-91, \u201c[t]he far more plausible inference is that Defendants had been\n   working to finalize both throughout the Class Period.\u201d Docket No. 87, at 18:10-11. But\n   he identifies no factual allegations in that regard, let alone any that suggest there was a\n   connection between statements made about Neutron\u2019s timeline and those future corporate\n   transactions.\n          The scienter requirement obligates securities fraud plaintiffs to \u201cstate with\n   particularity facts giving rise to a strong inference that the defendant acted with the\n   required state of mind.\u201d 15 U.S.C. \u00a7 78u-4(b)(2). There is no \u201cstrong inference\u201d based\n   on facts connecting the ATM and acquisition to the allegedly actionable statements in\n   this case. Instead, Plaintiff wants the Court to take a leap across a chasm, not what the\n   Private Securities Litigation Reform Act (\u201cPSLRA\u201d) has in mind.               As the Court\n   explained in its prior dismissal order, under the PSLRA it is simply not the case that all\n   scienter inferences are necessarily drawn in favor of the plaintiff.\n          The Court reaches the same conclusion as Defendants: even ignoring Plaintiff\u2019s\n   failure to connect the future, post-class period, ATM offering and acquisition with the\n   statements made leading up to and during the class period, these \u2013 and the basic interest\n   in \u201cdriv[ing]\u201d one\u2019s stock price \u2013 are \u201croutine corporate objectives.\u201d As the Court has\n   previously explained in this case, \u201callegations of routine corporate objectives . . . are not,\n   without more, sufficient to allege scienter,\u201d because otherwise a finding of scienter would\n   exist \u201cfor any company that seeks to enhance its business prospects.\u201d            In re Rigel\n   Pharms., Inc. Sec. Litig., 697 F.3d 869, 884 (9th Cir. 2012); see also Espy v. J2 Global,\n   Inc., 99 F.4th 527, 536 (9th Cir. 2024) (\u201c\u2018Deliberate recklessness is a higher standard\n   than mere recklessness and requires more than a motive to commit fraud.\u2019\u201d) (quoting\n   Glazer Cap. Mgmt., L.P. v. Forescout Techs. Inc., 63 F.4th 747, 764 (9th Cir. 2023));\n   Lipton v. Pathogenesis Corp., 284 F.3d 1027, 1038 (9th Cir. 2002) (\u201cIf scienter could be\n\n\n                                                 2\n\fCase 2:25-cv-01733-GW-KES          Document 96 Filed 04/14/26            Page 4 of 13 Page ID\n                                         #:2085\n\n\n\n   pleaded merely by alleging that officers and directors possess motive and opportunity to\n   enhance a company\u2019s business prospects, \u2018virtually every company in the United States\n   that experiences a downturn in stock price could be forced to defend securities fraud\n   actions.\u2019\u201d) (quoting Acito v. IMCERA Grp., Inc., 47 F.3d 47, 54 (2d Cir. 1995)). As\n   Defendants note in their motion, see Docket No. 82, at 14:26-15:21, this would not be the\n   only court to reject reliance on an upcoming ATM offering (or similar upcoming\n   corporate transactions) as a basis to surpass the PSLRA\u2019s scienter hurdle.\n          Again, where a plausible motive allegation is missing a complaint must\n   \u201cotherwise assert[] compelling and particularized facts showing fraudulent intent or\n   deliberate recklessness.\u201d Prodanova v. H.C. Wainwright & Co., LLC, 993 F.3d 1097,\n   1108 (9th Cir. 2021). Are there compelling and particularized facts alleged that amount\n   to that state-of-mind here? In the Court\u2019s view, the answer is \u201cno,\u201d leading the Court\n   once again to the conclusion that Plaintiff is left with a theory of fraud that simply does\n   not make much sense. See Docket No. 79, at pg. 6 of 11; see also Nguyen v. Endologix,\n   Inc., 962 F.3d 405, 415 (9th Cir. 2020).\n          Beyond his motive-deficient allegations \u2013 in addition to repeating in the SAC\n   information that the Court already addressed and found deficient in its earlier dismissal\n   order, see, e.g., SAC \u00b6\u00b6 8, 13, 51, 84, 88 \u2013 Defendants identify Plaintiff\u2019s reliance on a\n   meeting during the week of Thanksgiving 2024 and what he says \u201cwas admitted\u201d during\n   that meeting about Rocket Lab\u2019s inability to test a \u201cbeach landing\u201d until September 2025\n   and its inability to timely obtain dredging permits to use dredging to meet a mid-2025\n   test-launch date for Neutron. See id. \u00b6\u00b6 65-68. As Defendants observe, there is no\n   indication in the SAC that either of the Individual Defendants attended that meeting, and\n   Plaintiff himself has acknowledged that there were numerous ways, other than a beach\n   landing and dredging, of delivering Neutron parts to Wallops Island. See id. \u00b6\u00b6 9, 11, 44,\n   74-75, 84.\n          Relying on In re ChinaCast Education Corp. Securities Litigation, 809 F.3d 471\n   (9th Cir. 2015), where the Ninth Circuit allowed imputation of the scienter of a\n   company\u2019s founder/CEO and CFO to the company itself, Plaintiff\u2019s response is that\n   information known to agents is deemed known by principals, without specifying who the\n   agent was at the Thanksgiving 2024 meeting.           As to the Individual Defendants\n\n\n                                                3\n\fCase 2:25-cv-01733-GW-KES                 Document 96 Filed 04/14/26                    Page 5 of 13 Page ID\n                                                #:2086\n\n\n\n   themselves, despite their non-attendance at that meeting, Plaintiff believes that all he has\n   to allege is that the Individual Defendants had access to information that contradicted\n   their public statements.         In demonstrating such access, he argues that a Court can\n   consider the Individual Defendants\u2019 positions and \u201cdetail-oriented nature.\u201d3                         In that\n   regard, Plaintiff points to paragraphs 86 and 87 with respect to Beck, and paragraphs 79,\n   80, and 88 for Spice. See also SAC \u00b6\u00b6 28, 83. He argues that \u201c[t]he more plausible\n   inference\u201d is that \u201cthey were informed by their senior executive in attendance at the\n   Thanksgiving-week meeting\u201d \u2013 not identifying who that \u201csenior executive in attendance\u201d\n   was \u2013 \u201cthat receiving a permit in time for the mid-2025 launch \u2018was not remotely\n   feasible.\u2019\u201d Docket No. 87, at 14:7-10.\n            With respect to confidential-witness (\u201cCW\u201d) allegations, Defendants point out\n   that Plaintiff removed from the SAC allegations about three CWs that had been present in\n   the prior version of the complaint, and added allegations about one CW who did not work\n   at Rocket Lab and who \u2013 at least as the SAC reveals \u2013 had no interactions with the\n   Individual Defendants at all. See Sneed v. Talphera, Inc., 147 F.4th 1123, 1134 (9th Cir.\n   2025) (concluding that confidential witness statements did not show scienter because\n   \u201cfew witnesses had the required personal knowledge of [company\u2019s Chief Executive and\n   Chief Medical Officers\u2019] decision-making . . . , as most witnesses never interacted with\n   either executive\u201d); Police Ret. Sys. Of St. Louis v. Intuitive Surgical, Inc., 759 F.3d 1051,\n   1063 (9th Cir. 2014) (\u201cMissing are allegations linking specific reports and their contents\n   to the executives, not to mention the link between the witnesses and the executives.\u201d).\n   Plaintiff\u2019s only response on this point is that he has described the CW sufficiently and\n   that the CW can attest to what occurred at the Thanksgiving 2024 meeting. That the CW\n   had no interaction with either of the Individual Defendants is unimportant, in Plaintiff\u2019s\n   telling, so long as there is still a strong inference of scienter based upon \u201ca holistic\n   evaluation of the allegations.\u201d Docket No. 87, at 15:25-16:7. And, according to Plaintiff,\n   the CW\u2019s account \u201cestablishes that [the six alternatives to a beach landing and dredging]\n\n   3\n    Defendants note that the actual words spoken by Beck in podcast interviews (as to which Plaintiff does\n   not contest the Court\u2019s ability to take judicial notice) do not support the allegation, in paragraph 86 of the\n   SA, that Beck was \u201chands-on\u201d or \u201cintimately involved . . . in Neutron\u2019s development.\u201d See Docket No. 82,\n   at 17:20-26. Plaintiff does not respond to this point in his Opposition, in effect conceding that Defendants\n   are correct.\n\n\n\n                                                         4\n\fCase 2:25-cv-01733-GW-KES                 Document 96 Filed 04/14/26                    Page 6 of 13 Page ID\n                                                #:2087\n\n\n\n   were not in consideration at the time,\u201d citing paragraph 69 of the SAC. Id. at 16:13-15.\n            However, paragraph 69 does not say that. Instead, it says that an unidentified\n   \u201cgeneral\u201d indicated that a permit for dredging \u201cneeded to be issued by year-end, in order\n   for the parts to arrive in time for [a July 2025] launch\u201d and that the general also stated\n   that \u201cthey believed they would miss the seasonal beach-landing window and did not\n   know how else to get the components to the island, without dredging.\u201d SAC \u00b6 69. There\n   is no explanation of the connection between the \u201cgeneral\u201d and Rocket Lab. Nor is there\n   any indication that anyone from Rocket Lab indicated, or agreed, that alternatives to a\n   beach landing/dredging operation were \u201cnot in consideration at the time\u201d or that Rocket\n   Lab \u201cdid not know how else to get the components to the island, without dredging.\u201d\n            Even assuming that the Court were to ignore the Individual Defendants\u2019 non-\n   attendance at the Thanksgiving 2024 meeting, and were to fully credit either or both of\n   Plaintiff\u2019s \u201cagent\u201d and/or \u201caccess\u201d theories4 for attributing knowledge about that meeting\n   to the Individual Defendants, how is the Court to ignore the existence of alternatives to a\n   beach landing and dredging that Plaintiff concedes existed? See id. \u00b6\u00b6 9, 11, 44, 74-75,\n   84. Indeed, the SAC cites a March 11, 2025 dredging permit application that \u201cdetailed\n   Rocket Lab\u2019s and the Virginia Port Authority\u2019s previous evaluation of alternative\n   delivery methods,\u201d explaining that barge transportation was simply \u201cthe preferred\n   alternative.\u201d Id. \u00b6\u00b6 72, 74 (emphases added). The Court has to be able to conclude that\n   the Defendants had a fraudulent intent or were deliberately reckless. See SEC v. Rubera,\n   350 F.3d 1084, 1094 (9th Cir. 2003); In re Silicon Graphics Sec. Litig., 183 F.3d 970,\n   974, 979 (9th Cir.), reh\u2019g & reh\u2019g en banc denied, 195 F.3d 521 (1999). When there\n   were other possible solutions to the problems posed for readiness for a mid-2025 launch,\n   how do we get there just because the Defendants were \u2013 under Plaintiff\u2019s theory/theories\n   \u2013 aware that two possible solutions clearly were not going to work with their timeline?\n            Plaintiff believes that an inference about the possibilities posed by the alternatives\n   to a beach landing or dredging is \u201cnot logical, let alone compelling,\u201d because \u201cit was\n   admitted\u201d during the Thanksgiving 2024 meeting that Rocket Lab \u201cdid not know how\n\n\n   4\n     With respect to the \u201caccess\u201d theory, the Court sees little reason to disagree with Defendants\u2019 statement in\n   their Reply that \u201c[i]f mere ability to access allegedly contradictory information was sufficient, scienter\n   would be established in every case for high-ranking executives because they always have the ability to\n   access company data.\u201d Docket No. 93, at 15:12-14.\n\n\n                                                         5\n\fCase 2:25-cv-01733-GW-KES                 Document 96 Filed 04/14/26                     Page 7 of 13 Page ID\n                                                #:2088\n\n\n\n   else\u201d to transport Neutron components without dredging, see SAC \u00b6\u00b6 10, 85, and because\n   the March 2025 permit application \u2013 an application that was submitted after the close of\n   the class period, see id. \u00b6 11 \u2013 identified drawbacks of the five alternatives identified\n   therein. Plaintiff\u2019s use of the passive voice in the phrase \u201cit was admitted\u201d does not\n   reflect whom, if anyone, actually \u201cadmitted\u201d these points. As Defendants point out in\n   their Reply, it appears that no one associated with Rocket Lab \u201cadmitted\u201d that the\n   company did not know how else to transport components without dredging. Again,\n   paragraph 69 of the SAC, which Plaintiff relies upon in his Opposition, refers to a\n   \u201cgeneral,\u201d but Plaintiff admits that he does not know the \u201cgeneral\u2019s\u201d name \u201cor whether he\n   worked for, or represented, Rocket Lab.\u201d Id. \u00b6\u00b6 67, 69. Moreover, an admission of\n   complicating considerations after the close of the class period, even ignoring that timing\n   issue, does not mean that alternative options were impossible or so implausible that one\n   would have to be \u201cdeliberately reckless\u201d to conclude that they might work (which, again,\n   is all for the goal of meeting a general launch-timeline instead of suffering a few-month\n   delay5).\n            Beyond these points, Plaintiff again attempts to rely on the \u201ccore operations\u201d\n   inference with respect to Neutron, citing to cases that he says support a conclusion that\n   allegations relating to a company\u2019s projects or products like Neutron were sufficient to\n   call into play that inference. Defendants assert in their Reply that the Court can ignore\n   any attempt by Plaintiff, in his Opposition, to discuss a \u201ccore operations\u201d theory, because,\n   they assert, it was not pled in Plaintiff\u2019s SAC. It is true that the phrase \u201ccore operations\u201d\n   does not appear in the SAC, but the Court does not necessarily agree that there is not at\n   least a hint that Plaintiff intended to make use of that theory. In any event, for the\n   reasons the Court explained in its prior dismissal order, \u201cit would seem to be a stretch to\n   call Rocket Lab\u2019s plans for launching Neutron the company\u2019s \u2018core operations,\u2019 unless\n   one were to consider everything that Rocket Lab does its core operations.\u201d Docket No.\n   79, at pgs. 8-9 of 11. The Court would take the same view again here given the length\n   and success of Rocket Lab\u2019s operation and its only-recent emphasis on Neutron. See\n\n\n   5\n     The Court does not see any indication in the SAC that a few-month delay in launch of the Neutron\n   threatened the ability to achieve any of the goals or potential contracts that were reliant on a successful\n   Neutron product. See SAC \u00b6\u00b6 38-39.\n\n\n\n                                                          6\n\fCase 2:25-cv-01733-GW-KES               Document 96 Filed 04/14/26                   Page 8 of 13 Page ID\n                                              #:2089\n\n\n\n   SAC \u00b6\u00b6 29-38, 88.           Moreover, in any event, under the core operations doctrine,\n   \u201c\u2018reporting false information will only be indicative of scienter where the falsity is\n   patently obvious.\u2019\u201d Sneed, 147 F.4th at 1134 (quoting Zucco Partners, LLC v. Digimarc\n   Corp., 552 F.3d 981, 1001 (9th Cir. 2009)). When dealing with a prediction of a launch\n   schedule for a ground-breaking rocket, it would be difficult to imagine a \u201cpatently\n   obvious falsity.\u201d The Court easily concludes that no such falsity is present here.\n           Finally, as to Plaintiff\u2019s attempt to rely on \u201ccorporate scienter\u201d (where scienter is\n   imputed to a company based on the knowledge of any employee), Defendants note that\n   the Ninth Circuit has not (yet, at least) adopted that doctrine because of its inconsistency\n   with the PSLRA\u2019s pleading requirements. See Glazer Capital Mgmt., LP v. Magistri, 549\n   F.3d 736, 743-45 (9th Cir. 2008); see also In re NVIDIA Corp. Sec. Litig., 768 F.3d 1046,\n   1063 (9th Cir. 2014). Despite raising the theory in the SAC, see SAC \u00b6\u00b6 93-95, Plaintiff\n   does not appear to attempt to address this issue in his Opposition,6 so the Court considers\n   it no further here.\n           It is true that the question \u201cis whether all of the facts alleged, taken collectively,\n   give rise to a strong inference of scienter, not whether any individual allegation,\n   scrutinized in isolation, meets that standard.\u201d 551 U.S. at 322-23 (emphasis in original);\n   see also In re VeriFone Holdings, Inc. Sec. Litig., 704 F.3d 694, 702 (9th Cir. 2012);\n   Zucco Partners, 552 F.3d at 992.                Whether viewed individually or holistically,\n   Defendants argue the scienter allegations come up short. Once again, the Court agrees.\n           In determining whether a \u201cstrong\u201d inference of scienter exists, \u201cthe court must\n   take into account plausible opposing inferences.\u201d Tellabs, Inc. v. Makor Issues & Rights,\n   Ltd., 551 U.S. 308, 323 (2007). The inference of scienter must be more than merely\n   \u201creasonable\u201d or \u201cpermissible\u201d \u2013 \u201cit must be cogent and compelling,\u201d and \u201cat least as\n   compelling as any opposing inference one could draw from the facts alleged.\u201d Id. at 324;\n   see also id. at 314, 328. It is at least an equally-compelling inference that, at the time the\n   statements in question were made between January 9 and January 21, 2025, see SAC \u00b6\u00b6\n   78-81, Defendants had sincere hopes that their expressed timeline would be achievable,\n   while also knowing that meeting that timeline would not be without challenges related to\n\n\n   6\n    Defendants make the same point about a \u201ccollective scienter\u201d theory in their Reply. See Docket No. 93, at\n   16 n.10.\n\n\n                                                       7\n\fCase 2:25-cv-01733-GW-KES                Document 96 Filed 04/14/26                   Page 9 of 13 Page ID\n                                               #:2090\n\n\n\n   the ability to transport parts to Wallops Island in a timely manner. See also Docket No.\n   79, at pgs. 10-11 of 11 (\u201cWithout a short-term profit motive, the Court agrees with\n   Defendants that a fraud theory that is reliant on tricking the public into thinking that an\n   event will occur a few months earlier than it apparently will does not make a lot of sense,\n   i.e. is at best questionably \u2018cogent,\u2019 and nowhere near as \u2018compelling\u2019 as Defendants\u2019\n   alternative explanation.\u201d).7 The Court believes that this is even more an appropriate\n   conclusion here because \u201c[s]howing scienter necessarily becomes harder when the\n   allegedly misleading statements are not flagrantly false because in those cases an\n   innocent alternative explanation becomes more likely.\u201d                   Sneed, 147 F.4th at 1134.\n   Plaintiff has not come close to demonstrating statements about the launch schedule for\n   the Neutron were \u201cflagrantly false.\u201d\n           Plaintiff has already amended his allegations twice (though only once in response\n   to a successful dismissal motion), and the Court has already specifically provided\n   Plaintiff an amendment opportunity to get his scienter allegations across the line set by\n   the PSLRA. As explained, he has not done so successfully. Under that setting, another\n   opportunity for amendment is not mandated (and Plaintiff has not given any indication in\n   his papers about anything that he now knows he could add, let alone in a way that might\n   conceivably make a difference to the Court\u2019s analysis). See Zucco Partners, 552 F.3d at\n   1007 (\u201c[W]here the plaintiff has previously been granted leave to amend and has\n   subsequently failed to add the requisite particularity to its claims, \u2018[t]he district court\u2019s\n   discretion to deny leave to amend is particularly broad.\u2019\u201d); see also Espy, 99 F.4th at 542\n   (\u201c[V]ague promise[s] of \u2018additional information\u2019 cannot cure the deficiencies in the\n   complaint.\u201d). As such, Plaintiff\u2019s failure on this element is enough, by itself, to warrant\n   dismissal without leave to amend. However, the Court will also briefly discuss the issue\n   of loss causation, another element that Plaintiff falls short on here.\n           Loss Causation\n           \u201cA private plaintiff who claims securities fraud must prove that the defendant\u2019s\n\n   7\n     Defendants state the premise perhaps better than the Court has here: \u201cGiven the obvious complexity in\n   creating a reusable rocket, everyone understands that predicting an exact launch date is impossible. It\n   simply \u2018does not make a lot of sense\u2019 to \u2018trick[] the public into thinking . . . an event will occur a few\n   months earlier than it apparently will when Defendants obtain no benefit and the entire world will see when\n   a huge rocket ultimately test-launches from Wallops Island.\u201d Docket No. 82, at 19:2-6 (omitting internal\n   citation to Docket No. 79, at pgs. 10-11 of 11).\n\n\n                                                        8\n\fCase 2:25-cv-01733-GW-KES             Document 96 Filed 04/14/26          Page 10 of 13 Page ID\n                                            #:2091\n\n\n\n    fraud caused an economic loss.\u201d Dura Pharm., Inc. v. Broudo, 544 U.S. 336, 338 (2005);\n    see also Or. Pub. Emps. Ret. Fund v. Apollo Grp. Inc., 774 F.3d 598, 608 (9th Cir. 2014).\n    Part of this involves alleging \u201cthat \u2018the truth became known.\u2019\u201d Genius Brands, 97 F.4th\n    at 1184 (quoting Dura Pharm., 544 U.S. at 347). \u201cThe most common way for plaintiffs\n    to prove that \u2018the truth became known\u2019 is to identify one or more corrective disclosures.\u201d\n    Id. (omitting internal quotation marks). \u201cA plaintiff does not, of course, need to prove\n    loss causation in order to avoid dismissal; but the plaintiff must properly allege it.\u201d\n    Metzler Inv. GMBH v. Corinthian Colls., Inc., 540 F.3d 1049, 1062 (9th Cir. 2008). Rule\n    9(b)\u2019s heightened pleading standards apply to allegations of loss causation, as with all\n    elements of a securities fraud claim. See Or. Pub. Emps., 774 F.3d at 605.\n            We are presented here with a situation involving a loss causation theory that is\n    tied to a report written by an acknowledged short-seller, Bleecker Street Research\n    (\u201cBleecker\u201d). See SAC \u00b6\u00b6 4-6, 40-47, 98-100 & nn.4-5. In that setting, Defendants argue\n    that Plaintiff cannot establish loss causation under the Ninth Circuit\u2019s approach to such\n    reports, reflected in Houston Municipal Employees Pension System v. Bofl Holding, Inc.\n    (In re Bofl Holding, Inc. Securities Litigation), 977 F.3d 781, 790, 795 (9th Cir. 2020), In\n    re Nektar Therapeutics Securities Litigation, 34 F.4th 828, 840 (9th Cir. 2022) and Espy,\n    with Defendants particularly focusing on the second of those three cases.\n            Nektar repeated the reasoning Bofl Holding when that earlier decision assessed\n    anonymous short-seller blog posts:\n            The posts were authored by anonymous short-sellers who had a financial\n            incentive to convince others to sell, and the posts included disclaimers\n            from the authors stating that they made \u201cno representation as to the\n            accuracy or completeness of the information set forth in this article.\u201d A\n            reasonable investor reading these posts would likely have taken their\n            contents with a healthy grain of salt.\n    Nektar, 34 F.4th at 840. It then applied that reasoning to a published \u201creport\u201d that\n    likewise was \u201cauthored by anonymous short-sellers who had a financial incentive to\n    convince others to sell, and the [report] included disclaimers from the authors stating that\n    they made \u2018no representation as to the accuracy or completeness of the information set\n    forth in this article.\u2019\u201d Id.; see also id. at 833-34.\n            Plaintiff\u2019s response on this point is to first assert that the Ninth Circuit has\n    endorsed a \u201cflexible approach to evaluating corrective disclosures,\u201d which can \u201ccome\n\n\n                                                    9\n\fCase 2:25-cv-01733-GW-KES            Document 96 Filed 04/14/26             Page 11 of 13 Page ID\n                                           #:2092\n\n\n\n    from any source,\u201d quoting In re Bofl Holding, 977 F.3d at 790, 795. See also Genius\n    Brands, 97 F.4th at 1184 (\u201cIn the end, a corrective disclosure can . . . come from any\n    source, including knowledgeable third parties such as whistleblowers, analysts, or\n    investigative reporters.\u201d) (omitting internal quotation marks).               Then, addressing\n    Defendants\u2019 reliance on Nektar, Plaintiff takes the position that the corrective report in\n    question in this case was, unlike Nektar, \u201cauthored by a well-known, short-seller firm,\n    not anonymous authors . . . with no apparent history in publicizing short ideas.\u201d Docket\n    No. 87, at 19:28-20:2. He argues that, in Espy, the Ninth Circuit allowed for reports like\n    Bleecker\u2019s here to serve as a plausible loss causation allegation because, in part, the\n    reports \u201chad associated contact information that would allow investors to verify\n    reliability.\u201d See Espy, 99 F.4th at 541 (\u201cThe Citron and Hindenburg reports differ from\n    the blog posts and reports held to be insufficient in Bofl, Grigsby [v. Bofl Holding, Inc.,\n    979 F.3d 1198 (9th Cir. 2020)], and Nektar. Most notably, Citron and Hindenburg are\n    well-known short-seller firms whose reports are not \u2018anonymous,\u2019 unlike the blog posts\n    in Bofl and Grigsby or the Plainview report in Nektar, which had no associated contact\n    information that would allow investors to verify the report\u2019s reliability.\u201d).\n            In addition, Plaintiff asserts that Bleecker \u201cdid not disavow the accuracy of its\n    findings\u201d because its report \u201cclearly expressed Bleecker\u2019s belief that the information\n    provided is accurate and reliable.\u201d Docket No. 87, at 20:12-13. In so doing, however,\n    Plaintiff ignores that the very language he quotes from the report also states that the\n    information in the report is \u201cpresented \u2018as is,\u2019 without warranty of any kind,\u201d and that\n    Bleecker \u201cmakes no representation, express or implied, as to the accuracy . . . or\n    completeness of any such information.\u201d Id. at 20:18-21. He nevertheless feels that this\n    language can be disregarded here because, unlike in Nektar, Bleecker also said that \u201c[t]o\n    the best of [its] ability and belief, all information contained [in the report] is accurate and\n    reliable.\u201d Id. at 20:15-16, 20:22-24. But, as Defendants point out in their Reply (relying\n    on material that is permissible to consider by way of judicial notice), the report involved\n    in Nektar included that exact same language (even if the language did not make it into the\n    Ninth         Circuit\u2019s        opinion         in        the         case).                 See\n    https://s3.amazonaws.com/plainviewllc/Nektar+Therapeutics+Report.pdf             (last   viewed\n    April 9, 2026).\n\n\n                                                  10\n\fCase 2:25-cv-01733-GW-KES           Document 96 Filed 04/14/26              Page 12 of 13 Page ID\n                                          #:2093\n\n\n\n              Even ignoring this lack of any distinction from the facts before the courts in\n    Nektar, Bleecker was clearly attempting to speak out of both sides of its \u201cmouth\u201d here.\n    The language Plaintiff relies on is effectively meaningless given the disclaimer that\n    follows it. Bleecker unquestionably \u201cdisavowed any accuracy\u201d in its report, even though\n    it stated that it \u201cbelie[ved]\u201d the information it provided was accurate and reliable.\n              Returning to the question of anonymity, is the fact that Bleecker itself was\n    identified with the report enough to avoid that problem, or was the identity of the actual\n    individual who wrote it the important consideration? Defendants have identified a (pre-\n    Espy) case that has concluded it is the latter. See Ng v. Berkeley Lights, Inc., No. 21-cv-\n    09497-HSG, 2024 WL 695699, at *16 n.7 (N.D. Cal. Feb. 20, 2024) (rejecting argument\n    that report of \u201cwell-known \u2018activist\u2019 short-seller entity\u201d distinguishes case from approach\n    in Nektar and other short-seller cases because \u201cthe identity of the entity that sponsored\n    the report (as opposed to the identity of any actual person who wrote the representations\n    in it) does not change the \u2018character\u2019 of the report itself \u2013 namely, that it was based on\n    secondhand information gathered by a self-interested short-seller\u201d); see also In re\n    LexinFintech Holdings Ltd. Sec. Litig., No. 3:20-cv-1562-SI, 2021 WL 5530949, at *15-\n    16 & n.12 (D. Or. Nov. 24, 2021) (\u201cPlaintiffs asserted at oral argument that Grizzly is not\n    \u2018anonymous\u2019 because the Grizzly website identifies its owner and operator, Siegfried G.\n    Eggert.     The site also, however, states that the \u2018analyst team consists of trained\n    account[ant]s, economists, and engineers,\u2019 and thus it does not appear that Mr. Eggert is\n    necessarily the author of the Grizzly report.\u201d). Indeed, Espy itself described Nektar as\n    dealing with \u201ca report from an anonymous author at Plainview LLC.\u201d Espy, 99 F.4th at\n    541 (emphasis added).\n              With respect to Plaintiff\u2019s reliance on Espy in association with this issue,\n    Defendants characterize that decision as providing dicta on the topic. The Court agrees.\n    In that case, the Ninth Circuit concluded that, even accepting that the reports in question\n    could be considered for purposes of loss causation, they did \u201cnot qualify as corrective\n    disclosures\u201d because they did not \u201crelate back\u201d to the alleged misrepresentations in the\n    case or because they were \u201cbased entirely on public information\u201d not requiring \u201cexpertise\n    or specialized skills beyond what a typical market participant would possess\u201d that would\n    have already been reflected in the company\u2019s stock price. Espy, 99 F.4th at 541; see also\n\n\n                                                  11\n\fCase 2:25-cv-01733-GW-KES           Document 96 Filed 04/14/26           Page 13 of 13 Page ID\n                                          #:2094\n\n\n\n    Pujo v. EHang Holdings Ltd., No. 2:23-cv-10165 MWC (DFMx), 2025 WL 1242324, at\n    *11 (C.D. Cal. Mar. 26, 2025) (noting what the Ninth Circuit ultimately \u201cfound\u201d in\n    Espy). As such, given the approaches to the issue taken in Ng and In re LexinFintech,\n    and the conclusion that the language in Espy (which itself appeared to focus on the author\n    source, not just the publication source) supporting a different conclusion was dicta, the\n    Court disagrees with Plaintiff that the holding in Espy allows the Bleecker Report to\n    serve as a loss causation-qualifying corrective disclosure here.\n           Like scienter, then, Plaintiff\u2019s loss causation allegations come up short, with no\n    suggestion for how they can be corrected to be viable. Due to deficiencies in both of\n    these elements, Plaintiff\u2019s Rule 10b-5 claim will again be dismissed. The Court does not\n    see a need to address the parties\u2019 arguments concerning falsity and/or application of the\n    statutory safe harbor for forward-looking statements.\n           Section 20(a)\n           Having failed to sufficiently state a Rule 10b-5 claim, Plaintiff\u2019s derivative\n    Section 20(a) claim necessarily fails as well. See Zucco Partners, 552 F.3d at 990\n    (\u201cSection 20(a) claims may be dismissed summarily . . . if a plaintiff fails to adequately\n    plead a primary violation of section 10(b).\u201d).\n           Amendment\n           As the Court has already explained, it has already given Plaintiff one opportunity\n    to amend (though specifically with respect to scienter). Plaintiff has not solved the\n    problems with those allegations, and offers no reason to hope that anything would change\n    given another opportunity. Plaintiff also comes up short with respect to loss causation,\n    and he has not suggested that he has some entirely different \u201ccorrective disclosure\u201d\n    separate from Bleecker\u2019s report that is waiting in the wings. Given the opportunity for\n    amendment already-extended and the lack of any indication that anything meaningful\n    could be added or changed, the Court concludes that a further opportunity to amend is not\n    warranted. Plaintiff\u2019s case is therefore dismissed with prejudice.\n\n\n\n\n                                                 12\n\f","ocr_status":1,"date_upload":"2026-09-20T16:03:04.402578-07:00","document_number":"96","attachment_number":null,"pacer_doc_id":"031047500150","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Minutes of In Chambers Order/Directive - no proceeding held","acms_document_guid":""}],"date_created":"2026-04-14T11:02:31.775719-07:00","date_modified":"2026-06-11T23:58:07.751577-07:00","date_filed":"2026-04-14","time_filed":"10:49:07","entry_number":96,"recap_sequence_number":"2026-04-14.002","pacer_sequence_number":326,"description":"MINUTES IN CHAMBERS - TENTATIVE RULING ON DEFENDANTS' MOTION TO DISMISS SECOND AMENDED CLASS ACTION COMPLAINT 82 by Judge George H Wu. Attached hereto is the Court's Tentative Ruling on Defendants' Motion 82 set for hearing on April 16, 2026 at 8:30 a.m. (aco) (Entered: 04/14/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/460716753/","id":460716753,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69688939/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/475785044/","id":475785044,"tags":[],"absolute_url":"","date_created":"2026-04-14T10:36:29.458792-07:00","date_modified":"2026-04-14T10:36:29.465530-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"","attachment_number":null,"pacer_doc_id":"","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Text Only Scheduling Notice","acms_document_guid":""}],"date_created":"2026-04-14T10:36:29.445603-07:00","date_modified":"2026-04-14T10:36:29.445614-07:00","date_filed":"2026-04-14","time_filed":"10:11:07","entry_number":null,"recap_sequence_number":"2026-04-14.001","pacer_sequence_number":null,"description":"","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/456394813/","id":456394813,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69688939/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/471359127/","id":471359127,"tags":[],"absolute_url":"/docket/69688939/93/douglas-bray-v-rocket-lab-usa-inc/","date_created":"2026-03-09T15:08:46.560560-07:00","date_modified":"2026-06-11T23:58:07.569285-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"93","attachment_number":null,"pacer_doc_id":"031047186299","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Reply (Motion related)","acms_document_guid":""}],"date_created":"2026-03-09T15:08:46.521776-07:00","date_modified":"2026-06-11T23:58:07.534159-07:00","date_filed":"2026-03-09","time_filed":"14:34:54","entry_number":93,"recap_sequence_number":"2026-03-09.001","pacer_sequence_number":318,"description":"REPLY in Support of NOTICE OF MOTION AND MOTION to Dismiss Second Amended Class Action Complaint 82 filed by Defendants Peter Beck, Rocket Lab USA, Inc., Adam Spice. (Morrison, Peter) (Entered: 03/09/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/456394571/","id":456394571,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69688939/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/471358885/","id":471358885,"tags":[],"absolute_url":"/docket/69688939/94/douglas-bray-v-rocket-lab-usa-inc/","date_created":"2026-03-09T15:08:22.950599-07:00","date_modified":"2026-06-11T23:58:07.646812-07:00","sha1":"2f754ee93d193c527019c01fb9f19687d0f293dd","page_count":3,"file_size":141242,"filepath_local":"recap/gov.uscourts.cacd.959824/gov.uscourts.cacd.959824.94.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.959824/gov.uscourts.cacd.959824.94.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"     Case 2:25-cv-01733-GW-KES   Document 94 Filed 03/09/26   Page 1 of 3 Page ID\n                                      #:2079\n\n\n\n 1 PETER B. MORRISON (SBN 230148)\n   peter.morrison@skadden.com\n 2 ZACHARY FAIGEN (SBN 294716)\n 3 zack.faigen@skadden.com\n   SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP\n 4 2000 Avenue of the Stars, Suite 200N\n 5 Los Angeles, California 90067\n   Telephone: (213) 687-5000\n 6\n   Counsel for Defendants\n 7\n 8\n                          UNITED STATES DISTRICT COURT\n 9\n                         CENTRAL DISTRICT OF CALIFORNIA\n10                             WESTERN DIVISION\n11\n12 DOUGLAS BRAY, Individually and        )   No. 2:25-cv-01733-GW-KES\n   on Behalf of All Others Similarly     )\n13 Situated,                             )   DEFENDANTS' OPPOSITION TO\n14                          Plaintiff,   )   PLAINTIFFS' REQUEST FOR\n                                         )   JUDICIAL NOTICE\n15                                       )\n          v.                             )\n16\n                                         )   Judge:     Hon. George H. Wu\n17                                       )   Courtroom: 9D\n   ROCKET LAB USA, INC., PETER               Date:      April 16, 2026\n                                         )\n18 BECK, and ADAM SPICE,                 )   Time:      8:30 a.m.\n19                    Defendants.        )\n                                         )\n20                                       )\n21                                       )\n\n22\n23\n24\n25\n26\n27\n28\n\f     Case 2:25-cv-01733-GW-KES         Document 94 Filed 03/09/26         Page 2 of 3 Page ID\n                                            #:2080\n\n\n\n 1          Defendants submit this opposition to Plaintiffs' Request for Judicial Notice (ECF 89)\n 2 because it is improper for Plaintiffs to seek to introduce new facts in connection with their\n 3 Opposition to Defendants' Motion to Dismiss Second Amended Complaint (ECF 87) that\n 4 they failed to plead in the Second Amended Complaint (ECF 81).\n 5          \"In determining the propriety of a Rule 12(b)(6) dismissal, a court may not look\n 6 beyond the complaint to a plaintiff's moving papers, such as a memorandum in opposition to\n 7 a defendant's motion to dismiss.\" Schneider v. Cal. Dep't of Corr., 151 F.3d 1194, 1197 n.1\n 8 (9th Cir. 1998) (emphasis in original). Courts deny requests for judicial notice by plaintiffs\n 9 who use the doctrine in attempt to amend their complaints. See, e.g., Freeney v. Bank of Am.\n10 Corp., 2015 WL 4366439, at *17 (C.D. Cal. July 16, 2015) (denying plaintiffs' request for\n11 judicial notice where plaintiffs \"s[ought] to circumvent the fact that they\u2026pled no facts\" on\n12 an issue and improperly \"attempt[ed] to amend their complaint through judicial notice\");\n13 Okla. Firefighters Pension & Ret. Sys. v. IXIA, 50 F.Supp.3d 1328, 1350 (C.D. Cal. 2014)\n14 (\"Plaintiffs cannot utilize the documents to amend the complaint and defeat defendants'\n15 motions to dismiss.\"); In re Turbodyne Techs., Inc. Sec. Litig., 2000 WL 33961193, at *10\n16 (C.D. Cal. Mar. 15, 2000) (denying plaintiffs' request for judicial notice where \"plaintiffs\n17 clearly seek to have the court take judicial notice of Exhibit Q to cure\u2026omission\" of\n18 allegations in complaint). Accordingly, Plaintiffs' attempt to introduce Exhibits A-D to\n19 supply new facts that they did not plead should be denied. (See ECF 87 at 3 n.3, 20.)\n20          Regardless, nothing in Exhibits A-D fixes Plaintiffs' failure to plead falsity, scienter\n21 and loss causation.\n22          First, Plaintiffs request judicial notice of Exhibits A-C in an effort to show that Rocket\n23 Lab did not state, on every single earnings call since February 28, 2023, that the projected\n24 timetable for Neutron's test-launch was based on a \"green light schedule\"\u2014meaning\n25 everything had to go according to plan at every step to meet the projected launch timing.\n26 (See ECF 87 at 3 n.3.) It is unclear why that fact is relevant to any issue in this case. Plaintiffs\n27 do not dispute that Rocket Lab publicly stated on numerous occasions that the projected launch\n28 date was based on a \"green light schedule.\" (See ECF 82 at 3.) Nor do Plaintiffs claim that\n\n                                                     1\n\f     Case 2:25-cv-01733-GW-KES        Document 94 Filed 03/09/26         Page 3 of 3 Page ID\n                                           #:2081\n\n\n\n 1 Rocket Lab ever stated it was not on a \"green light schedule.\" Simply because Rocket Lab did\n 2 not repeat the exact words \"green light schedule\" every time it discussed Neutron's projected\n 3 timeline does not mean it had abandoned such a schedule or somehow guaranteed that a future\n 4 test-launch date was set in stone, particularly considering Rocket Lab continued to say precisely\n 5 the opposite. Notably, Plaintiffs do not allege any facts indicating that investors were ever\n 6 under the impression that the future projected timeline for the test-launch of the revolutionary,\n 7 never-before-built, reusable Neutron rocket was somehow immutably set, and that there could\n 8 not possibly be any delays in its launch schedule.\n 9         Second, Plaintiffs request judicial notice of Exhibit D to introduce the unpled fact that\n10 Plainview\u2014the short-seller at issue in In re Nektar Therapeutics Securities Litigation, 34 F.4th\n11 828, 840 (9th Cir. 2022)\u2014has published only three articles on the Seeking Alpha website. (See\n12 ECF 87 at 19-20; ECF 88-4 at 1.) From this unpled fact, Plaintiffs ask the Court to infer that the\n13 short-seller entity that published the short-seller report in this case, Bleecker Street, is more\n14 well-known than the short-seller entity that published the short-seller report in Nektar and,\n15 therefore, not as \"anonymous.\" (ECF 87 at 19-20.) That newly introduced argument is legally\n16 irrelevant. The test for whether a short-seller report is \"anonymous\" is whether the report\n17 discloses \"the identity of any actual person who wrote the representations in it,\" not who\n18 \"sponsored the report.\" Ng v. Berkeley Lights, Inc., 2024 WL 695699, at *16 n.7 (N.D. Cal.\n19 Feb. 20, 2024). Therefore, taking judicial notice of the number of Plainview reports on the\n20 Seeking Alpha web page has no bearing on the adjudication of Defendants' motion to dismiss.\n21         Accordingly, the Court should deny Plaintiffs' Request for Judicial Notice. It is improper\n22 for Plaintiffs to seek to introduce new, unpled facts in connection with an opposition to a\n23 motion to dismiss. Should the Court consider Exhibits A-D, nonetheless, the exhibits do not\n24 affect the outcome of Defendants' motion.\n25    DATED: 3/9/2026                SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP\n26\n                                                       /s/ Peter B. Morrison\n27                                                   PETER B. MORRISON\n                                           Counsel for Defendants Rocket Lab USA, Inc.,\n28                                                 Peter Beck, and Adam Spice\n                                                    2\n\f","ocr_status":2,"date_upload":"2026-05-13T05:22:37.348424-07:00","document_number":"94","attachment_number":null,"pacer_doc_id":"031047186629","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Response","acms_document_guid":""}],"date_created":"2026-03-09T15:08:22.882162-07:00","date_modified":"2026-06-11T23:58:07.612044-07:00","date_filed":"2026-03-09","time_filed":"14:49:10","entry_number":94,"recap_sequence_number":"2026-03-09.002","pacer_sequence_number":321,"description":"RESPONSE filed by Defendants Peter Beck, Rocket Lab USA, Inc., Adam Spiceto Request for Judicial Notice 89 / Defendants' Opposition to Plaintiffs' Request for Judicial Notice (Morrison, Peter) (Entered: 03/09/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/455669115/","id":455669115,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69688939/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/470617974/","id":470617974,"tags":[],"absolute_url":"/docket/69688939/92/douglas-bray-v-rocket-lab-usa-inc/","date_created":"2026-03-03T11:06:04.785381-08:00","date_modified":"2026-06-11T23:58:07.496659-07:00","sha1":"35b6de0ba1c51f8748dd871dda1776431a261e51","page_count":2,"file_size":114871,"filepath_local":"recap/gov.uscourts.cacd.959824/gov.uscourts.cacd.959824.92.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.959824/gov.uscourts.cacd.959824.92.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"     Case 2:25-cv-01733-GW-KES   Document 92 Filed 03/02/26   Page 1 of 2 Page ID\n                                      #:2048\n\n\n\n 1\n 2\n 3\n 4\n 5\n 6\n 7\n 8\n 9                      UNITED STATES DISTRICT COURT\n10                     CENTRAL DISTRICT OF CALIFORNIA\n11                               WESTERN DIVISION\n\n12\n   DOUGLAS BRAY, Individually and        )   No. CV 25-1733-GW-KESx\n13 on Behalf of All Others Similarly     )\n14 Situated,                             )   ORDER GRANTING JOINT\n                            Plaintiff,   )   STIPULATION TO CONTINUE\n15                                       )   HEARING DATE\n16                                       )\n          v.                             )\n17                                       )\n                                         )\n18 ROCKET LAB USA, INC., PETER           )\n   BECK, and ADAM SPICE,\n19                                       )\n                      Defendants.        )\n20                                       )\n21                                       )\n\n22\n23\n24\n25\n26\n27\n28\n\f     Case 2:25-cv-01733-GW-KES    Document 92 Filed 03/02/26      Page 2 of 2 Page ID\n                                       #:2049\n\n\n\n1                                       ORDER\n2         This matter comes before the Court on the Parties' Joint Stipulation To Continue\n3 Hearing Date (\"Joint Stipulation\"). Having considered the Joint Stipulation and good cause\n4 appearing therefor:\n5         The Court GRANTS the Joint Stipulation and ORDERS the following:\n6         1.    The hearing on Defendants' Motion to Dismiss Plaintiffs' Second Amended\n7 Complaint shall be continued from March 23, 2026 until April 16, 2026, at 8:30 a.m.\n8\n9\n10 DATED: March 2, 2026\n11                                     HON. GEORGE H. WU,\n                                       UNITED STATES DISTRICT JUDGE\n12\n13\n14\n15\n16\n17\n18\n19\n20\n21\n22\n23\n24\n25\n26\n27\n28\n                                            1\n\f","ocr_status":2,"date_upload":"2026-05-13T05:22:37.282680-07:00","document_number":"92","attachment_number":null,"pacer_doc_id":"031047134727","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Order AND ~Util - Set/Reset Deadlines/Hearings","acms_document_guid":""}],"date_created":"2026-03-03T11:06:04.758501-08:00","date_modified":"2026-06-11T23:58:07.463707-07:00","date_filed":"2026-03-02","time_filed":null,"entry_number":92,"recap_sequence_number":"2026-03-02.001","pacer_sequence_number":314,"description":"ORDER GRANTING JOINT STIPULATION TO CONTINUE HEARING DATE by Judge George H Wu. This matter comes before the Court on the Parties' Joint Stipulation To Continue Hearing Date (\"Joint Stipulation\"). Having considered the Joint Stipulation and good cause appearing therefor: The Court GRANTS the Joint Stipulation and ORDERS the following: 1. The hearing on Defendants' Motion to Dismiss Plaintiffs' Second Amended Complaint shall be continued from March 23, 2026 until April 16, 2026, at 8:30 a.m. RE: Joint STIPULATION to Continue Hearing Date, 91 . (aco) (Entered: 03/03/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/455393443/","id":455393443,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69688939/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/470335575/","id":470335575,"tags":[],"absolute_url":"/docket/69688939/91/douglas-bray-v-rocket-lab-usa-inc/","date_created":"2026-02-27T17:04:26.446260-08:00","date_modified":"2026-06-11T23:58:07.427453-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"91","attachment_number":null,"pacer_doc_id":"031047117531","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Continue","acms_document_guid":""}],"date_created":"2026-02-27T17:04:26.427319-08:00","date_modified":"2026-06-11T23:58:07.397021-07:00","date_filed":"2026-02-27","time_filed":"16:57:12","entry_number":91,"recap_sequence_number":"2026-02-27.001","pacer_sequence_number":312,"description":"Joint STIPULATION to Continue Hearing Date from March 23, 2026 to April 16, 2026 filed by Defendants Peter Beck, Rocket Lab USA, Inc., Adam Spice. (Attachments: # 1 Declaration of Peter B. Morrison in Support of Joint Stipulation to Continue Hearing Date, # 2 Proposed Order Granting Joint Stipulation to Continue Hearing Date)(Morrison, Peter) (Entered: 02/27/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/453986641/","id":453986641,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69688939/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/468891383/","id":468891383,"tags":[],"absolute_url":"/docket/69688939/87/douglas-bray-v-rocket-lab-usa-inc/","date_created":"2026-02-16T09:31:25.303589-08:00","date_modified":"2026-06-11T23:58:07.156876-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"87","attachment_number":null,"pacer_doc_id":"031047006759","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Response in Opposition to Motion","acms_document_guid":""}],"date_created":"2026-02-16T09:31:25.275794-08:00","date_modified":"2026-06-11T23:58:07.123212-07:00","date_filed":"2026-02-16","time_filed":"09:05:59","entry_number":87,"recap_sequence_number":"2026-02-16.001","pacer_sequence_number":299,"description":"OPPOSITION to NOTICE OF MOTION AND MOTION to Dismiss Second Amended Class Action Complaint 82 filed by Plaintiffs Douglas Bray, Willie Croskrey. (Attachments: # 1 Proposed Order)(Solish, Leanne) (Entered: 02/16/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/453986632/","id":453986632,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69688939/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/468891374/","id":468891374,"tags":[],"absolute_url":"/docket/69688939/88/douglas-bray-v-rocket-lab-usa-inc/","date_created":"2026-02-16T09:31:24.834288-08:00","date_modified":"2026-06-11T23:58:07.231166-07:00","sha1":"1528cf46a2da2e17981cea1e77b4d9a6e8c7dfe9","page_count":3,"file_size":177039,"filepath_local":"recap/gov.uscourts.cacd.959824/gov.uscourts.cacd.959824.88.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.959824/gov.uscourts.cacd.959824.88.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 2:25-cv-01733-GW-KES      Document 88 Filed 02/16/26     Page 1 of 3 Page ID\n                                    #:1961\n\n\n\n  1 Robert V. Prongay (SBN 270796)\n     rprongay@glancylaw.com\n  2\n    Leanne H. Solish (SBN 280297)\n  3  lsolish@glancylaw.com\n    Charles H. Linehan (SBN 307439)\n  4\n      clinehan@glancylaw.com\n  5 GLANCY PRONGAY WOLKE & ROTTER LLP\n    1925 Century Park East, Suite 2100\n  6\n    Los Angeles, California 90067\n  7 Telephone: (310) 201-9150\n    Facsimile: (310) 201-9160\n  8\n  9 Counsel for Plaintiffs and Lead Counsel\n10\n                          UNITED STATES DISTRICT COURT\n11\n                        CENTRAL DISTRICT OF CALIFORNIA\n12\n13\n                                               Case No. 2:25-cv-01733-GW-KES\n14 DOUGLAS BRAY, Individually and\n   On Behalf of All Others Similarly\n15 Situated,                                   DECLARATION OF LEANNE H.\n                                               SOLISH IN SUPPORT OF\n16                                             PLAINTIFFS\u2019 OPPOSITION TO\n                 Plaintiff,\n17                                             DEFENDANTS\u2019 MOTION TO\n                                               DISMISS SECOND AMENDED\n18         v.\n                                               CLASS ACTION COMPLAINT\n19 ROCKET LAB USA, INC., PETER\n20 BECK, and ADAM SPICE,                       Judge:     Hon. George H. Wu\n21                                             Date:      March 23, 2026\n                 Defendants.\n                                               Time:      8:30 a.m.\n22                                             Courtroom: 9D\n23\n24\n25\n26\n27\n28\n      DECLARATION OF LEANNE H. SOLISH IN SUPPORT OF PLAINTIFFS\u2019 OPPOSITION TO DEFENDANTS\u2019\n                 MOTION TO DISMISS SECOND AMENDED CLASS ACTION COMPLAINT\n\fCase 2:25-cv-01733-GW-KES      Document 88 Filed 02/16/26        Page 2 of 3 Page ID\n                                    #:1962\n\n\n\n  1        I, Leanne H. Solish, hereby declare as follows:\n  2         1.    I am an attorney licensed to practice law in the state of California and\n  3   before this Court. I am a partner with the law firm of Glancy Prongay Wolke & Rotter\n  4   LLP, counsel of record for Lead Plaintiff Willie Croskrey and Plaintiff Douglas Bray\n  5   in the above-entitled action. I make this Declaration in support of Plaintiffs\u2019\n  6   Opposition to Defendants\u2019 Motions to Dismiss Amended Class Action Complaint. I\n  7   have personal knowledge of the matters stated herein and, if called upon, I could and\n  8   would competently testify to them.\n  9         2.    Attached as Exhibit A is a true and correct copy of a publicly available\n10    transcript of Rocket Lab\u2019s Second Quarter 2024 earnings call on August 8, 2024.\n11          3.    Attached as Exhibit B is a true and correct copy of a publicly available\n12    transcript of Rocket Lab\u2019s Third Quarter 2024 earnings call on November 12, 2024.\n13          4.    Attached as Exhibit C is a true and correct copy of a publicly available\n14    transcript of Rocket Lab\u2019s Second Quarter 2025 earnings call on August 7, 2025.\n15          5.    Attached as Exhibit D is a true and correct copy of the Analysis page for\n16    the author Plainview on Seeking Alpha\u2019s website and is available online at\n17    https://seekingalpha.com/author/plainview/analysis.\n18         I declare under penalty of perjury under the laws of the United States of\n19    America that the foregoing is true and correct. Executed on this, the 16th day of\n20    February, 2026 at Los Angeles, California.\n21\n22                                                  s/ Leanne H. Solish\n                                                    Leanne H. Solish\n23\n24\n25\n26\n27\n28\n       DECLARATION OF LEANNE H. SOLISH IN SUPPORT OF PLAINTIFFS\u2019 OPPOSITION TO DEFENDANTS\u2019\n                  MOTION TO DISMISS SECOND AMENDED CLASS ACTION COMPLAINT\n                                                1\n\fCase 2:25-cv-01733-GW-KES      Document 88 Filed 02/16/26       Page 3 of 3 Page ID\n                                    #:1963\n\n\n\n  1                                PROOF OF SERVICE\n  2\n           I hereby certify that on this 16th day of February, 2026, a true and correct copy\n  3\n      of the foregoing document was served by CM/ECF to the parties registered to the\n  4\n  5 Court\u2019s CM/ECF system.\n  6\n                                                  s/ Leanne H. Solish\n  7                                               Leanne H. Solish\n  8\n  9\n10\n11\n12\n13\n14\n15\n16\n17\n18\n19\n20\n21\n22\n23\n24\n25\n26\n27\n28\n\f","ocr_status":2,"date_upload":"2026-05-13T05:22:38.593545-07:00","document_number":"88","attachment_number":null,"pacer_doc_id":"031047006771","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Declaration","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/479017739/","id":479017739,"tags":[],"absolute_url":"/docket/69688939/88/1/douglas-bray-v-rocket-lab-usa-inc/","date_created":"2026-05-13T05:22:38.151744-07:00","date_modified":"2026-05-14T07:46:42.284038-07:00","sha1":"bca5bcccd4cb74e08804267b199f64f17b33fe47","page_count":16,"file_size":99524,"filepath_local":"recap/gov.uscourts.cacd.959824/gov.uscourts.cacd.959824.88.1.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.959824/gov.uscourts.cacd.959824.88.1.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":"2026-05-13T05:22:44.158727-07:00","document_number":"88","attachment_number":1,"pacer_doc_id":"031047006772","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit A - Earnings Call Transcript","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/479017740/","id":479017740,"tags":[],"absolute_url":"/docket/69688939/88/2/douglas-bray-v-rocket-lab-usa-inc/","date_created":"2026-05-13T05:22:38.167668-07:00","date_modified":"2026-05-14T08:33:25.534527-07:00","sha1":"b81b1c42874689089cd0ffa83ce4c9fca6482776","page_count":20,"file_size":119046,"filepath_local":"recap/gov.uscourts.cacd.959824/gov.uscourts.cacd.959824.88.2.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.959824/gov.uscourts.cacd.959824.88.2.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 2:25-cv-01733-GW-KES   Document 88-2   Filed 02/16/26   Page 1 of 20 Page ID\n                                   #:1980\n\n\n\n\n                        EXHIBIT B\n\f   Case 2:25-cv-01733-GW-KES                        Document 88-2         Filed 02/16/26       Page 2 of 20 Page ID\n                                                           #:1981\n\n\n                         Q3 2024 Rocket Lab USA Inc Earnings Call - Final\n                                                       FD (Fair Disclosure) Wire\n                                                     November 12, 2024 Tuesday\n\n                                                                    * Jason Gursky\nCopyright 2024 Electronic format, layout and metadata, copyright\n2023 VIQ Media Transcript, Inc. ALL RIGHTS RESERVED.                Citigroup Inc. - Analyst\nCopyright 2024 Refinitiv. An LSEG business. ALL RIGHTS\nRESERVED.\n                                                                    * Michael Leshock\nLength: 13286 words\n                                                                    KeyBanc Capital Markets Inc - Analyst\nBody                                                                * Anthony Valentini\n\n                                                                    Goldman Sachs Group Inc - Analyst\nCorporate Participants\n                                                                    * Cai Von Rumohr\n* Murielle Baker\n                                                                    TD Cowen - Analyst\nRocket Lab USA Inc - Senior Communications Manager\n                                                                    Presentation\n* Peter Beck\n                                                                    OPERATOR: Thank you for standing by. My name is\nRocket Lab USA Inc - Chairman of the Board,                         Bailey, and I will be your conference operator today. At\nPresident, Chief Executive Officer, Founder                         this time, I would like to welcome everyone to the\n                                                                    Rocket Lab third quarter 2024 fiscal results update and\n* Adam Spice                                                        conference call. (Operator Instructions)\n\nRocket Lab USA Inc - Chief Financial Officer                        I would now like to turn the call over to Murielle Baker,\n                                                                    Senior Communications Manager at Rocket Lab. You\nConference Call Participants                                        may begin.\n\n* Andres Sheppard                                                   MURIELLE BAKER, SENIOR COMMUNICATIONS\n                                                                    MANAGER, ROCKET LAB USA INC: Thank you. Hello,\nCantor Fitzgerald & Co Inc - Analyst\n                                                                    and welcome to today's conference call to discuss\n* Edison Yu                                                         Rocket Lab's third quarter 2024 financial results.\n\nDeutsche Bank AG - Analyst                                          Now before we begin the call, I'd like to remind you that\n                                                                    our remarks may contain forward-looking statements\n* Matthew Akers                                                     that relate to the future performance of the company,\n                                                                    and these statements are intended to qualify for the safe\nWells Fargo - Analyst                                               harbor protection from liability established by the Private\n                                                                    Securities Litigation Reform Act.\n* Eric Rasmussen\n                                                                    Any such statements are not guarantees of future\nStifel Nicolaus & Co Inc - Analyst                                  performance and factors that could influence our results\n                                                                    are highlighted in today's press release, and others are\n* Suji DeSilva\n                                                                    contained in our filings with the Security and Exchange\nRoth Capital Partners, LLC - Analyst                                Commission. Such statements are based upon\n                                                                    information available to the company as of the date\n* Andre Madrid                                                      hereof and are subject to change for future\n                                                                    developments. Except as required by law, the company\nBTIG LLC - Analyst                                                  does not undertake any obligation to update these\n                                                                    statements.\n\f  Case 2:25-cv-01733-GW-KES                  Document 88-2        Filed 02/16/26         Page 3 of 20 Page ID\n                                                                                                          Page 2 of 19\n                                                    #:1982\n                                   Q3 2024 Rocket Lab USA Inc Earnings Call - Final\n\nOur remarks and press release today also contain non-       Return contract study. Anybody who is familiar with the\nGAAP financial measures within the meaning of               Mars Sample Return understands NASA believes their\nRegulation G enacted by the SEC. Included in such           current mission architecture is too costly, will take too\nrelease and our supplemental materials are                  long. So they've requested innovative new proposals to\nreconciliations of these historical non-GAAP financial      deliver samples sooner and bring the cost down.\nmeasures to the comparable financial measures\ncalculated in accordance with GAAP.                         We are delighted to be selected by NASA to put forward\n                                                            a study into how Rocket Lab would achieve this, and I'm\nNow this call is also being webcast with a supporting       very excited to share in more details about our proposal\npresentation and a replay and copy of the presentation      to support the mission today.\nwill be available on our website.\n                                                            And of course, to deliver Space Systems at scale, you\nOur speakers today are Rocket Lab Founder and Chief         need to be able to pump out constellations of spacecraft\nExecutive Officer, sir Peter Beck; as well as Chief         quickly and cost effectively. I'm proud to share that our\nFinancial Officer, Adam Spice. They will be discussing      spacecraft production line in Long Beach is churning out\nkey business highlights, including updates on our           spacecraft at a faster rate than ever, which builds -- with\nLaunch and Space Systems programs, and we will              builds underway for a backlog of more than 40\ndiscuss the financial highlights and outlook before we      spacecraft. All of these achievements and capabilities\nfinish by taking questions.                                 feed into our final strategic pillar, being able to build and\n                                                            launch and operate our own constellations.\nSo with that, let me turn the call over to Sir Peter.\n                                                            I'll address it right up front that -- right up front, which is\nPETER BECK, CHAIRMAN OF THE BOARD,                          that we're not ready to reveal details on what this\nPRESIDENT,       CHIEF      EXECUTIVE      OFFICER,         constellation or application may be. But I think it's\nFOUNDER, ROCKET LAB USA INC: Thanks, Murielle,              important to understand the strong foundation we've\nand thanks for everybody joining us today.                  built up across Launch and Space Systems to enable it\n                                                            in due course.\nBefore we take you through the achievements of the\nquarter, I'd like to remind everybody what every launch,    Okay. On to some quick financial highlights for Q3. We\nevery development milestone, every spacecraft we build      delivered another really strong quarter with positive\nis working towards. Rocket Lab is an end-to-end space       metrics across the business. Our third quarter revenue\ncompany. We provide the ride to space with our launch       topped out at $105 million within $1 million of our record\nvehicles, and we build the spacecraft to do the work in     revenue achieved last quarter. That's a 55% revenue\norbit. This ultimately gives us the keys to space,          increase year-on-year, while our backlog has grown\nunlocking the largest market of all space applications.     80% year-on-year to set at $1.05 billion at the end of\n                                                            September.\nWith Phase 1 and 2, the rockets in the spacecraft now\nwell established, we're well positioned to create our own   I'll let Adam dig into the numbers properly, but I think it's\nconstellations to provide in-demand services and            important to note upfront that once again that we're\ncapabilities in the space. In Q3, we strengthened this      delivering on the old Rocket Lab adage, mantra of, we\nposition with a few key achievements, including the         do what we say we were going to do, across both\nsigning of a multi-launch deal for Neutron with a           engineering and technical achievements, but as well as\ncommercial constellation operator. And we've been very      financial goals.\nconsiderate in a way that we've approached Neutron's\nfirst commercial contracts, and I look forward to sharing   Okay. On to Electron updates. We've reached 12\nmore on this later in the call.                             missions for the year and counting, setting a new annual\n                                                            launch record for Electron. Only two rockets globally\nOn the small rocket front, we successfully launched         launched more than Electron, that's the Falcon 9 and\nmultiple Electron missions in Q3 and signed $55 million     the Chinese Long March, making Electron one of the\nin new Electron launch contracts, a testament to strong     most globally significant rockets flying today.\nand growing demand for dedicated small launch and\nacknowledgment of Electron's position.                      Launch cadence is one thing, but doing so in a\n                                                            financially sustainable way is quite another. We've sold\nAs for Space Systems, I'll be sharing updates on various    $55 million in new Electron launch contracts in Q3. But\nprograms, but one key callout is the Mars Sample\n\f  Case 2:25-cv-01733-GW-KES                  Document 88-2          Filed 02/16/26        Page 4 of 20 Page ID\n                                                                                                          Page 3 of 19\n                                                    #:1983\n                                  Q3 2024 Rocket Lab USA Inc Earnings Call - Final\n\nwhat's really important to note about is the significant       mission before launch day with revenue recognized on\nincrease in average sales price. This is now 60% higher        launch. So if a launch slips a month here or there, the\nthan when Electron first started flying. We've brought a       overall impact to the business is pretty well negligible.\nservice to market that works that customers need, and\nwe've proven we can scale. The cost just reflects how          Right. Moving on from small launch on to Neutron\nrare and sought after this capability is.                      updates. Okay. So we've signed a launch agreement\n                                                               with the constellation operator, which encompasses two\nJust to help visualize it, here is a snapshot of the global    very early launches on Neutron. Thanks to our proven\nlaunch cadence this year across all vehicles, and you          track record with Electron, the space industry has come\ncan see Electron is right up there in the top ranking in       to expect high-performing reliable launch vehicles from\nnumber three spot.                                             Rocket Lab.\n\nNow on to Electron launches for the quarter. We had            Because of this, we have worked with a lot of different\nthree missions for three separate commercial                   customers for Neutron's first few missions, but we're in\nconstellation operators during Q3. Each of the missions        the fortunate position to be able to choose who flies first\nare part of multi-launch contracts with returning              and have made a careful and considerate strategic\ncustomers. Electron provides a vital sought-after service      decisions around that.\nfor small sat constellation operators who want to be in\ncontrol of their orbits, launch schedule and mission           We see this agreement as an important opportunity that\nparameters, in a way that's just not possible on large         signifies the beginning of a productive collaboration that\nrideshare missions.                                            could see Neutron deploy this particular customer's\n                                                               entire constellation. I'm confident in these two launches\nWe had another quick turnaround between missions to            will be the first of many more to come from this\nlaunching Electron back-to-back from Launch Complex            particular customer.\nOne within just eight days of each other.\n                                                               Now we've really been methodical about when we open\nSpeaking of fast turnarounds, after Q3, we completed           the bookings on Neutron 2. It's all too common in the\nanother record launch in record time. We launched a            space industry for aspiring launch providers to sign\nmission for a confidential constellation operator just 10      nonbinding agreements and sell missions at a loss to\nweeks after signing contract. This kind of speed is pretty     fund development. We know that it's better to bring a\nwell unheard of in the space industry. It's typical to take    real rocket to the market first and to command a\na year to go from contract to orbit. And of course, that       premium price.\ncauses bottlenecks and limited launch opportunities for\nsatellite operators.                                           As we draw closer to Neutron's debut next year,\n                                                               conversations with customers and demand for launch\nElectron has plugged this gap, getting a satellite             slots have started to mature. As everyone will expect,\noperation on orbit faster so they can test their               I'm very happy to say that the contract value, this\ntechnology sooner, begin generating revenue for                particular contract value is in family with our standard\nconstellations earlier or collect urgent data from space       Neutron pricing for launches.\non demand.\n                                                               One of the programs that Neutron has been ideally\nI've discussed at length previously that launch is a           suited for from day one was when we conceived the\nlumpy business. It's common for customers to request           vehicle, was the US Space Force National Security\ndelays and new launch dates, causing a constant                Space Launch Program, or NSSL. The Space Force\nmanifest shuffles -- causing constant manifest shuffles.       recently opened up the RFPs for the program's next\nThis results in an ever-changing fluid launch schedule.        Lane 1 on-ramp, which will see us compete to qualify for\nBut because we have a factory of rockets and three             a share of up to $5.6 billion of national security\nlaunch sites standing by to support, we can slot new           launches.\ncustomers in as these gaps open up quickly.\n                                                               There is an unnerving bottleneck in the medium launch\nAnd I'm sure the software team will laugh at me for this,      market currently, creating a risk for national security.\nbut in reference to ultimate flexibility, it's a feature and   Bringing new launch capability to NSSL is critical to\nnot a bug of the Electron business model, especially as        increasing the DoD's diversity of opportunities, assuring\nwe collect up to 90% of the contract value for every           access to space for national security. And with our\n\f  Case 2:25-cv-01733-GW-KES                Document 88-2          Filed 02/16/26        Page 5 of 20 Page ID\n                                                                                                        Page 4 of 19\n                                                  #:1984\n                                 Q3 2024 Rocket Lab USA Inc Earnings Call - Final\n\nproven track record, market-leading design and               halves remain attached to Neutron's first stage for the\nestablished infrastructure, Neutron is a pretty compelling   first -- for the full flight, simply opening to release the\nchoice.                                                      payload in the second stage before closing back and\n                                                             returning back to earth with the rest of stage 1 ready for\nWe're well past the design phase now moving into             another flight.\nNeutron's build and test campaigns. Keeping our\nschedule for the first launch next year puts us inside the   These fairing halves will soon be going through their\n2025 year-end time frame sought by the Space Forces          mechanical testing before assembly and integration\nfor the next on-ramp.                                        onto the large-scale composite panels and the seven-\n                                                             meter wide barrels that make up the first stage.\nWe brought a new vehicle to market before with\nElectron, which is a reliably delivered national security    Another big milestone was the recent successful test of\npayloads to orbit for several years. And with Electron,      the second stage. We conducted its first wet dress\nwe reached 50 launches faster than any other                 rehearsal in a flight configuration going through the\ncommercially developed rocket in history. So we know         pressures,   mechanical     loads,     processes    and\nhow to do this, and we know how to do this well.             procedures that would be seen in flight operations.\n\nGovernment interest in Neutron's development is              Part of the test campaign included onboard avionics,\nramping up in other areas, too. This quarter, we were        taking command and control of the stage and\nawarded an $8 million study contract with the US Air         demonstrating pressurization, fill, drain and cold float\nForce's Research Lab to showcase our digital                 operations. This has been one of the biggest integrated\nengineering prowess with Archimedes. This contract           milestones yet proving out not only the flight hardware,\nhas a tie-in with the NSSL program as well, where it         but also the supporting infrastructure to operate the\nincludes the option to expand our digital engineering        vehicle.\nprocesses and further build on -- build the digital\nengineering framework for NSSL Phase 3 Lane 1                We have flight hardware in production for all other\nlaunch providers.                                            Neutron composite structures, including the barrels and\n                                                             domes for the vehicle's first stage propellant tank. All of\nThis contract is a bit of a win-win when it comes to         the internal propellant management devices, the\ndefense industry partnerships. It not only allows the US     avionics, are on track for integration to the stage 1 tank\nAir Force to collaborate with industry leaders like the      before it goes through the same set of test campaign as\nArchimedes team to help develop and modernize the            the second stage has just done.\nUS Air Force's engineering processes and capabilities,\nbut it also supports smoother integration of Neutron into    Now onto Archimedes. We've talked about it before, our\nthe NSSL program to more efficiently and quickly             approach before with Archimedes and how we were\nprovide for some of the nation's most critical missions.     strategic in taking our time to bring a flight ready engine\n                                                             to the test stand. That means we could hit the ground\nElsewhere across the DoD, the USTRANSCOM has                 running to qualify rather than mess around with early\nextended our 2022 research agreement that allows us          prototypes needing lots of design tweaks and changes\nto continue to explore point-to-point cargo delivery with    in manufacturing that would ultimately slow the program\nNeutron. And we've recently received confirmation from       down.\nthe US Space Force's Space Systems Command that\nNeutron can now compete for missions under OSP-4, a          We've seen that strategy really pay off in these past few\nnear $1 billion indefinite delivery, indefinite quantity     months. Our engine test cadence in Mississippi has\ncontract that were on-ramp to a few years back.              doubled over the quarter and we've brought multiple\n                                                             engines to the test stand. The thing to point out here too\nAll right. Moving on to now to Neutron's development         is that a rocket engine program is never a one-and-done\nprogress and some of the technical milestones we've hit      scenario. Archimedes engines will go through short\nthis quarter. We're well past the design phase now and       burst tests, full duration hot fires and tweaks all the way\ndeep into the qualification and testing of our large-scale   up to Neutron's first flight.\nflight hardware.\n                                                             So far, though, we have continued to see strong\nStarting with the reusable captive fairing for Neutron or    performance from the Archimedes and we're able to\nas we like to call it, the Hungry Hippo, these fairing       iterate updates rapidly, which is really where we want to\n\f  Case 2:25-cv-01733-GW-KES                   Document 88-2           Filed 02/16/26         Page 6 of 20 Page ID\n                                                                                                             Page 5 of 19\n                                                     #:1985\n                                   Q3 2024 Rocket Lab USA Inc Earnings Call - Final\n\nbe at this point in time in the test campaign.                   That wraps up the headline items on the launch front so\n                                                                 now moving into Space Systems. So one of NASA's\nAll that to say is that the cornerstone of any rocket            flagship missions is the Mars Sample Return program\nprogram depends on how quickly and reliably you can              which aims to bring scientifically selected samples from\nscale engine production in parallel. I know I've said it         Mars -- back from Mars to Earth for the first time in\nbefore, but it bears repeating because building your first       history. But NASA has said that their current\nrocket engine is hard, building at 10 times, 20 times, 50        architecture is too costly at $11 billion and too slow with\ntimes and at pace that can keep up with demand is even           the samples not expected to be into the hands of\nharder.                                                          scientists until 2040.\n\nWith that in mind, we continue to scale production for           So the agency put out a call to industry for new\nArchimedes at the same time that we're testing it. We've         proposals and I'm proud to confirm we were selected to\ngot the assembly line in California humming with                 conduct the study. We're putting forward a highly\nengines shipping out the door frequently to Mississippi,         compelling concept that will return Mars rocks faster and\nsetting us up well to get into a good launch cadence             at fraction of the cost -- of the current cost of the\nwith Neutron after first flight.                                 program.\n\nA rocket program is much more than just a vehicle, of            This mission is one of the biggest most ambitious\ncourse, and its engines. Launch infrastructure is a              projects NASA has ever undertaken. It will completely\ncritical component and one of the pieces that we've had          change the way that we think about our solar system,\na bit of practice to, thanks to having stood up three pads       potentially answer whether life ever existed on Mars and\non two hemispheres with Electron.                                help prepare for the first human explorers on the red\n                                                                 planet. While it might not be obvious at first glance it's a\nLaunch sites are a little bit like an iceberg, there's so\n                                                                 mission that we're actually uniquely suited to.\nmuch of the infrastructure that is underground or hidden\nin the development phase. With that now well                     Now our fingerprints are already all over Mars. Our\nestablished, we're starting to put the finishing touches         technology has been incorporated into missions like the\non the above ground of the structure including a                 Mars Insight Lander, the Ingenuity Helicopter and even\nmassive 165 ton steel structure launch mount that will           the cruise stage that brought Perseverance to Mars.\nhold down -- and hold down mechanisms.                           Enabling the very rovers that are collecting the samples\n                                                                 to be brought to -- samples brought to Earth under the\nIt's from this structure that Neutron will lift off next year.\n                                                                 Mars Sample Return. From orbiters and rovers, landers,\nThe launch mount will be installed in LC-3 in the coming\n                                                                 cruise stages we have experience in delivering mission\nfew weeks and from there the focus will start to shift to\n                                                                 success on the red planet.\npad commissioning before flight one.\n                                                                 Now everything we've put into place over the years\nOn the ground at Launch Complex 3 some really big\n                                                                 either through our own organic development or through\nlong lead items have made their way to the pad at\n                                                                 acquisitions of some of the industry's leading technology\nWallops Island including 290,000 gallon propellant tanks\n                                                                 suppliers has been part of our methodical strategy to\nthat were installed in Q3. Each of them is longer than\n                                                                 offer vertically integrated solutions for complex missions\none of our Electron rockets which really helps put into\n                                                                 just like these.\nperspective the scale of the works that are happening at\nLC-3.                                                            Mars Sample Return requires an immense depth of\n                                                                 experience and capability, the very kind that our team\nJust a few miles up the road from the launch pad we've\n                                                                 and technologies have delivered on before. We have\ncompleted the construction of the assembly and\n                                                                 the expertise in building and launching small rockets\nintegration and test building where Neutron's vehicles\n                                                                 from little planets. We have the innovative Mars\nwill go through their final checks before they're taken to\n                                                                 spacecraft. We have demonstrated re-entry capability.\nthe launch pad.\n                                                                 We've enabled rendezvous and proximity missions.\nHaving this building only three miles from the launch\n                                                                 We're leaders in guidance navigation control and our\npad is a real strategic advantage for us as we don't have\n                                                                 flight software is already on moon landers. And we know\nto grapple with the slow and expensive complex\n                                                                 how to manage large and complicated missions\nlogistics of transporting a hulking rocket across the\n                                                                 including ones for NASA.\ncountry just to get to the launch pad.\n\f  Case 2:25-cv-01733-GW-KES                    Document 88-2           Filed 02/16/26        Page 7 of 20 Page ID\n                                                                                                             Page 6 of 19\n                                                      #:1986\n                                    Q3 2024 Rocket Lab USA Inc Earnings Call - Final\n\nWe've shown time and time again that we're disruptors             for just a little bit longer. In Q3 we completed and\nin the industry who are able to conduct missions beyond           delivered the two spacecraft for the ESCAPADE science\nEarth's orbit on a rapidly fast development timeline and          mission to Mars for NASA. It was a really monumental\nwhen others say they can't do it, we can do it at a               feat in itself given the 3.5 year time span handed to us\nfraction of the traditional cost. We look forward to              to deliver this mission.\ndelivering this once again for Mars Sample Return\nshould a proposal make it through the selection process           Unfortunately, however, outside our control, the rocket\nlater this year.                                                  these satellites we're launching on wasn't quite ready in\n                                                                  time for that Mars transfer window, so the mission has\nNow on to other updates across our Space Systems                  been somewhat delayed. But the team is standing by\nbusiness. Before I dive into more specific mission                and ready to support once the new launch date is set.\nupdates I wanted to provide a quick snapshot of just\nsome of the various programs underway. This one is                On to our $500 million prime contract with the Space\njust a -- this is just the latest lineup of spacecraft we're      Development Agency for their Tranche 2 Transport\nbuilding right now or have already completed.                     Layer constellation. So the team is hitting some great\n                                                                  technical targets within the program. The preliminary\nLike our 2 ESCAPADE spacecraft for Mars, two                      design of the spacecraft is complete. The work being\ncompletely different constellation spacecraft, one for cell       pulled -- the work can begin pulling the hardware\nconnectivity for MDA Globalstar, the other for national           together in the clean rooms at headquarters. This\nsecurity and the Space Development Agency and other               progress puts us in a strong position for the upcoming\nindividual technology test missions ranging from                  solicitations of 200 satellites under the Tranche 3 of the\nconnectivity in space to cryogenic fuel storage on orbit.         SDA's program, a procurement process expected to\nBeyond these missions and constellations we continue              begin in 2025.\nto do strongly in our merchant space systems business\nwith mega constellation contracts too.                            And finally, to wrap up Space Systems, our next two\n                                                                  satellites for Varda Space Industries have been\nSome of you will remember me talking about scaling up             completed and are now ready for launch. Our Pioneer\nour satellite facilities in California as we bring on new         class-based satellites host Varda's capsules and\nand bigger spacecraft contracts. Well, part of the benefit        provide power, communications, propulsion and altitude\nfor us taking over the previous Virgin orbit building for         control for the mission.\npennies on the dollar for our new engine production site\nwas it allowed us to use that extra space in our                  It's our first spacecraft -- our first spacecraft for Varda\nheadquarters to be converted to our satellite production          helped bring the capsule back home from space landing\nfacility.                                                         it in the Utah desert last year with our next spacecraft\n                                                                  set to do the same thing again but this time over\nWe're really starting to see that strategy pay dividends          Australia where both missions are set to re-enter the\nwith production lines of our various spacecraft platforms         atmosphere and land in southern Australia soon after\nnow up and running. Without -- all without a single               launch next year. In the meantime, the team is already\nshovel in the ground we've avoided all the headaches of           working on the fourth Pioneer spacecraft for the same\nhaving to build new buildings and factories from scratch          Varda mission.\nand save precious time and resource in our scaling\nstrategy.                                                         And before I hand it over to Adam, I just wanted to wrap\n                                                                  up with a couple of personnel changes at the Board and\nAnd the beauty of having all those Space Systems                  executive level for this past quarter. So Mike Griffin has\nproducts co-located in one building there are simple              finished up on the Rocket Lab Board after a four-year\nease of integration for our teams. A technician can               tenure serving the company. We're incredibly grateful\nliterally walk across the floor, hand over an avionics box        for his experience and leadership helping guide Rocket\nto a spacecraft integration team as opposed to waiting            Lab's growth from a private startup to a global industry\nfor months for a supplier to produce it, ship it and then         leader in Launch and Space Systems and really want to\ndeliver it. It's really the true beauty of vertical integration   thank him and wish him all the best as he retires from\nfor our business.                                                 Rocket Lab's Board.\n\nNow on to some more specific program updates under                But as one chapter ends, another two begin at Rocket\nthe Space Systems umbrella and if I can stick with Mars           Lab across Board and executive level. This quarter we\n\f  Case 2:25-cv-01733-GW-KES               Document 88-2         Filed 02/16/26        Page 8 of 20 Page ID\n                                                                                                     Page 7 of 19\n                                                 #:1987\n                                Q3 2024 Rocket Lab USA Inc Earnings Call - Final\n\nwelcomed Frank Klein to the team as a new Chief            Relatedly, we ended Q3 with production-related\nOperations Officer. Frank joins us with 30 years of        headcount of 964, up 50 from the prior quarter.\ninternational manufacturing experience and leadership\nin the automotive industry at Daimler, Mercedes-Benz       Now turning to backlog. We ended Q3 2024 with $1.05\nand most recently a prominent EV company.                  billion of total backlog with launch backlog of $326\n                                                           million and Space Systems backlog of $721 million.\nAs a COO, Frank is leading our efforts to scale global     Relative to Q3 of last year, total backlog increased 80%\nmanufacturing of our spacecraft launch vehicles and        or $465 million, primarily due to our $515 million\nspacecraft components, and it's great to have a            contract award to build 18 spacecraft for the SDA we\nseasoned and experienced leader like Frank bring his       won last year.\nwealth of knowledge in lean manufacturing and scaling\nto Rocket Lab.                                             Sequentially, there's a slight remixing of our backlog as\n                                                           a result of particularly strong bookings in our launch\nAnd Ken Possenriede also joined us from the Board of       segment. We continue to cultivate a healthy pipeline,\nDirectors this past quarter. He joins Rocket Lab after a   including multi-launch deals and large satellite\n35-year career at Lockheed Martin in financial             manufacturing contracts that can create lumpiness in\nleadership positions including serving as the Space        our backlog growth given the size and complexities of\nPrime's Chief Financial Officer.                           these opportunities. We expect approximately 50% of\n                                                           current backlog to be recognized as revenues within 12\nKen's deep aerospace and defense industry experience       months.\ncombined with his financial leadership adds to even\nmore horsepower on an already impressive Board             Turning to operating expenses. GAAP operating\nlineup and it's fantastic to have him onboard to help us   expenses for the third quarter of 2024 were $79.9\nshape the future.                                          million, up $9.5 million sequentially, which was at the\n                                                           low end of our guidance range of $80 million to $82\nSo with that, I'll hand it over to Adam now to provide     million. Non-GAAP operating expenses for the third\nfurther commentary and to discuss our financial            quarter were $68.7 million, up $10.2 million sequentially,\nhighlights and outlook. Over to you Adam.                  which was also at the low end of our guidance range of\n                                                           $69 million to $71 million.\nADAM SPICE, CHIEF FINANCIAL OFFICER, ROCKET\nLAB USA INC: Great. Thanks, Pete. All right. Third         The sequential increases in both GAAP and non-GAAP\nquarter 2024 revenue was $105 million which was at the     operating expenses were primarily driven by continued\nhigh end of our prior guidance range and reflect           growth in headcount and prototype spending to support\nsignificant year-on-year growth of 55% driven by strong    our      Neutron    development   program,     related\ncontribution from both business segments but led by        infrastructure IT support for Neutron and our SDA\nSpace Systems.                                             satellite contract.\n\nOur Launch Services segment delivered revenue of $21       In R&D specifically, GAAP expenses were up $7.8\nmillion in line with our prior guidance. Our current       million quarter-on-quarter due to Neutron prototyping,\nbacklog continues to support our 2024 target average       materials and headcount growth. Non-GAAP R&D\nrevenue per launch of $7.5 million with some quarterly     expenses were up $8.1 million quarter-on-quarter,\nvariability tied to volume purchase commitments, launch    driven similarly to GAAP expenses. Q3 ending R&D\nlocation and mission assurance requirements.               headcount was 776, representing an increase of 103\n                                                           from the prior quarter.\nOur Space Systems segment delivered $89 -- $83.9\nmillion in the quarter near the high-end of our prior      In SG&A, GAAP expenses increased $1.7 million\nguidance range of $79 million to $84 million, reflecting   quarter-on-quarter, largely due to an increase in outside\nsequential growth of over 9% driven primarily by a         services related to legal and IT, with IT spend largely\nstrong quarter from our space solar business.              related to security and cyber requirements under our\n                                                           SDA contract and legal spend driven by a range of\nNow turning to gross margin. GAAP gross margin for\n                                                           corporate initiatives, including corporate development as\nthe third quarter was 26.7%, in line with our prior\n                                                           we continue to look to scale the business organically\nguidance range of 25% to 27%. Non-GAAP gross\n                                                           and inorganically. These legal and IT increases are\nmargin for the third quarter was 31.3%, which was also\n                                                           paired with an increase in staff costs.\nin line with our prior guidance range of 30% to 32%.\n\f  Case 2:25-cv-01733-GW-KES               Document 88-2          Filed 02/16/26         Page 9 of 20 Page ID\n                                                                                                        Page 8 of 19\n                                                 #:1988\n                                Q3 2024 Rocket Lab USA Inc Earnings Call - Final\n\nNon-GAAP SG&A expenses increased $2.1 million,             $9.7 million was primarily driven by increased spending\ndriven similarly to the GAAP SG&A expenses. Q3             related to Neutron development.\nending SG&A headcount was 300, representing an\nincrease of 27 from the prior quarter. In summary, total   And with that, let's turn to our guidance for the fourth\nthird quarter headcount was 2,040, up 180 heads from       quarter of 2024. We expect revenue in the fourth quarter\nthe prior quarter.                                         to range between $125 million and $135 million. This\n                                                           range reflects a step-up in Space Systems and an\nNow moving to non-GAAP free cash flow and adjusted         increase in launch cadence consistent with our prior\nEBITDA. With regards to cash, purchases of property,       outlook.\nequipment and capitalized software licenses was $11\nmillion in the third quarter of 2024, a decrease of $4.3   In the past, we've broken down guidance by Launch and\nmillion from the $15.3 million in the second quarter of    Space Systems segments. However, we found it difficult\n2024.                                                      at best to predict launch customer readiness within a\n                                                           quarter and believe that providing a single top line\nWe continue our investment in Neutron research, testing    guidance number is more appropriate at this time given\nand production infrastructure projects, along with         the resilience we've witnessed as a result of the\nexpansion of our satellite production and space solar      expanded diversification of our business. That said, we'll\nsolutions capacity, and we do expect our capital           continue to report actual revenues and related gross\nexpenditures to increase over the next few quarters.       margins of Launch and Space Systems as distinct\n                                                           segments.\nCash consumed from operations was $30.9 million in\nthe third quarter of 2024 compared to $13 million in the   We expect fourth quarter GAAP gross margin to range\nsecond quarter of 2024. The sequential increase of         between 26% to 28% and non-GAAP gross margin to\n$17.9 million was driven primarily by increased Neutron    range between 32% to 34%. These forecasted GAAP\nand Space Systems program spend and lumpiness in           and non-GAAP gross margins reflect improved mix\nSpace Systems program milestone receipts, partially        within our Space Systems segment, primarily within\noffset by improved launch contract cash collections.       Satellite Manufacturing as well as better overhead cost\n                                                           absorption in our Launch business.\nOverall, non-GAAP free cash flow, defined as GAAP\noperating cash flow less purchases of property,            We expect fourth quarter GAAP operating expenses to\nequipment and capitalized software in the third quarter    range between $84 million and $86 million and non-\nof 2024 was a use of $41.9 million compared to $28.3       GAAP operating expenses to range between $75 million\nmillion in the second quarter of 2024.                     and $77 million. The quarter-on-quarter increases are\n                                                           driven primarily by continued Neutron investment in the\nWhile we are doing better versus our targeted cash         staff costs, prototyping and materials.\nconsumption run rate, we do expect a pickup in cash\nconsumption in the next few quarters, owing to an          We expect fourth quarter GAAP and non-GAAP net\nincreased -- expected increase in Neutron spending         interest expense to be $1.5 million. And we expect\nahead of our mid-2025 launch and lumpiness in large        fourth quarter adjusted EBITDA loss to range between\nSpace Systems milestone payment collections.               $27 million and $29 million and basic shares\n                                                           outstanding to be approximately 501 million shares.\nThe ending balance of cash, cash equivalents, restricted\ncash and marketable securities was $508 million as of      And with that, we'll hand the call over to the operator for\nthe end of the third quarter of 2024. We exit Q3 in a      questions.\nstrong position to execute on our organic expansion\ninitiatives as well as inorganic options to further        Questions and Answers\nvertically integrate our supply chain with the critical\n                                                           OPERATOR: (Operator Instructions) Andres Sheppard,\ncapabilities and expand our addressable market,\n                                                           Cantor Fitzgerald.\nconsistent with what we've done successfully in the\npast.                                                      ANDRES          SHEPPARD,         ANALYST,         CANTOR\n                                                           FITZGERALD & CO INC: Congratulations on the\nAdjusted EBITDA loss was $30.9 million in the third\n                                                           quarter. Certainly, a lot of developments. So well done. I\nquarter of 2024 compared to a loss of $21.2 million in\n                                                           guess, first question, just on the Neutron, I just wanted\nthe second quarter of 2024. The sequential increase of\n                                                           to clarify. So it sounds like your -- the target for the first\n\f   Case 2:25-cv-01733-GW-KES                 Document 88-2 Filed 02/16/26                   Page 10 of 20 Page\n                                                                                                           Page 9 of 19\n                                                  ID #:1989\n                                 Q3 2024 Rocket Lab USA Inc Earnings Call - Final\n\nlaunch is unchanged for mid-2025, but the multi-launch        Neutron launches just because it's a new vehicle. We\nagreement that you disclosed today, that's targeted for, I    bring a lot of heritage to this market because of the 54\nbelieve, to start in the middle of 2026.                      successful launches that we've had with Electron.\n\nSo I guess, A, just wanted to confirm that. And, B, then      And so it really did put us in a really good position to,\nif that's the case, why announce this contract today, just    again, not be out there kind of having to do heavily\ngiven where you still are on the Neutron development?         discounted launches just to gain credibility. So I think\nAny color there would be helpful.                             this was definitely an important milestone for the\n                                                              company to reach, and we're very happy to be able to\nPETER BECK: Yeah. Andre, happy to take that                   announce that today.\nquestion. So I think we've been pretty clear about what\nwe expect for Neutron's launch cadence to be. So              ANDRES SHEPPARD: Maybe just a quick follow-up, if I\nobviously, one test flight in the following year three, and   may. Can you maybe just remind us what are the\nthen five and then continue seven and beyond.                 outstanding maybe catalysts or milestones for the\n                                                              Neutron development that you think investors should be\nAnd that's following pretty much the same scaling rate        aware of? And additionally, maybe if you can give us a\nas we saw -- that we could do with Electron. And quite        little more granularity on the hot fire test and the\nfrankly, I mean, if you look back through history, it's       production of the additional engines there.\npretty difficult to see any examples of a scaling rate\nfaster than that. So that kind of backs into real available   PETER BECK: Yeah, sure, Andre. The best way I'd like\nslots.                                                        to explain it is -- and we tried to do a little bit of that in\n                                                              this presentation. But you need to think of it as three\nSo as we're talking to customers, obviously, they want        kind of pillars. One, you have launch infrastructure, and\nto know when is their launch slot because they have           that's actually where the majority of the capital flows\ncertain mission objectives from their end. Of course, we      into. And the things that everybody should be watching\nwant to know are their spacecraft going to be ready. I        there is stuff being built, quite simply, steel going in the\nthink we've talked about this in the past.                    ground, concrete being poured and things that look like\n                                                              a launch site.\nSo it's really just a careful marry up of various customer\nrequirements and also the launch slots that we've kind        Now thankfully, that's relatively easy to follow because\nof made available to customers. And as we said on the         it's sitting on the coast, and it's relatively easy to get\ncall, we're very, very selective about those -- especially    information on that. And of course, we provide good\nthose early slots. We need to make sure that we're there      updates. So that -- as long as steel is being built and\non time, we need to make sure that they're on time. So        shipped and the pellet lines are running and all the rest\nwe're kind of easing into that kind of gently.                of it, then you can feel pretty good about that.\n\nWith respect to announcing it now, I think it's fairly        And then the second pillar is kind of structures. So\nmaterial that once we start signing a Neutron contracts,      you've seen full Stage two tanks and flight\nI think it's been anticipated. So I think it was a material   configurations running during wet dresses, fairings, first\nthing that we really would have to disclose.                  stage tanks. So as long as you keep seeing all those\n                                                              large structures, I think you can see that we're on track.\nADAM SPICE: Yeah. And I would add to that too,\n                                                              And they will come together relatively late in the piece\nAndre, that we've talked about the fact that as you start\n                                                              for an end-to-end wet dress rehearsal.\nto approach Neutron readiness, you think about a time\nframe of kind of 12 to 18 months where you want to            And then with Archimedes, we're in a test and\nhave your customer lined up, because you got to, again,       qualification campaign. So what we're doing with that\nhave this whole synchronization to make sure that the         engine is we're finding -- it's called a run box, basically,\nrocket is ready. There's a long time between signing a        is we're finding all of the operational conditions of that\ncontract usually and getting the actual payload               engine and defining what they are.\nintegrated and launched. So I think the timing roughly\nworked out to that.                                           So we have kind of a desired run box and then we'll\n                                                              have an actual run box. And what we're looking to do is\nAnd then I also think it's important that what we've also     changing various intake pressures, the propellants and\nsaid, and I think Pete has been very, very consistent in      various operating points and really understanding the\nthis, that we're not going to be selling heavily discounted\n\f   Case 2:25-cv-01733-GW-KES                Document 88-2 Filed 02/16/26                  Page 11 of 20 Page\n                                                                                                        Page 10 of 19\n                                                 ID #:1990\n                                 Q3 2024 Rocket Lab USA Inc Earnings Call - Final\n\nengine and what kind of idiosyncrasies that it may or        level of confidence. So you've got the added dynamic\nmay not have.                                                that there's a range of customers out there who also\n                                                             have payloads that compete with some of the other\nSo the hot fire campaign reached a really important          launch providers. And at this point, we feel probably\nmilestone last quarter where we put a production engine      more comfortable launching with somebody they don't\nthat was full of all production components, valves,          necessarily compete with. So I think that plays into a lot\nhardware, software, and we took it to over 100% throttle     of the discussions that we have.\nlevel.\n                                                             And I would say that the market remains pretty robust\nSo I think that was a really important milestone. And        as far as demand is concerned. When you look at the\nworking from that, it's just all about accumulating test     people that have capacity, a lot of that capacity has\ntime, putting the engine into unknown conditions and         been spoken for. So really, we think Neutron is coming\ncontinue to evolve the engine and increase its               to market at a great time where we're really filling a new\nperformance over time.                                       need for incremental capacity, and we're doing it in a\n                                                             way that's really noncompetitive and non-threatening\nAnd I sort of made a comment in the script here that like\n                                                             with those customers. So just a lot of the stars are\nan engine program, it's a long process. Yes, you can\n                                                             starting to align on that for us with regards to Neutron.\nmake fire and you can achieve kind of preliminary\ntargets and milestones, but you're always looking to         EDISON YU: Then a follow-up question a bit longer\nimprove either manufacturing or performance or               term. Obviously, you've got Frank on board now, and he\nreliability of an engine over many, many years. So I         comes from the automotive industry. And curious if you\nthink we're in a good spot, but those are the three things   could maybe dimension the kind of scale you're looking\nfor folks to track.                                          for. Obviously, automotive is orders of magnitude higher\n                                                             scale than aerospace. Is Frank really coming onboard to\nOPERATOR: Edison Yu, Deutsche Bank.\n                                                             kind of take you to that a much, much, much higher\nEDISON YU, ANALYST, DEUTSCHE BANK AG:                        level or more to kind of get the existing backlog up to\nCongrats. I know you're not saying too much on the           speed?\nNeutron award, but maybe I could kind of ask from a\n                                                             PETER BECK: Yeah. Look, a bit of both, Edison. And\ndifferent perspective. Can you provide any context in\n                                                             we have some components that are at low scale, like\nterms of what you won relative to -- if they -- the\n                                                             Mars spacecraft are never going to be produced at high\ncustomer had already placed the launch with someone\n                                                             scale. And then we have other things like reaction\nelse and they switched to you?\n                                                             wheels where we produced thousands a year off. But\nOr do they have other kind of maybe like soft contracts      the one thing about production, and I can attest this is\nout there with other launch providers? Just is this -- I     that, it all looks the same, whether you're building a car\nknow you're saying you could launch whole thing. Just        or a spacecraft or a rocket, the production fundamentals\nsome context around currently, what is the piece that        are always the same.\nyou have?\n                                                             Now yes, of course, the numbers that roll off the end of\nPETER BECK: Yeah. I mean, look, we probably can't            the production line differ, but all the manufacturing\nsay too much, but it's a customer that we know. And as I     techniques and good practices remain the same. And\nmentioned, we were very strategic in these -- especially     we've done a great job here, and the team has done an\nthese early launches about who we want to almost             amazing job here at scaling.\nessentially partner with on these early contracts.\n                                                             But as we look to move even further up that curve,\nSo look, I mean, it's not my business to get into their      having bringing someone on with just such deep\nkind of business. But needless to say, we were happy         experience, not just within production and production\nwith that particular customer, and it's a good customer      scaling, but within operations, it was just kind of the right\nfor the stage and phase of the program.                      time for the company to create that position.\n\nADAM SPICE: And Edison, maybe can add a little more          OPERATOR: Matt Akers, Wells Fargo.\ncontext to that. So as we've talked about in the past,\n                                                             MATTHEW AKERS, ANALYST, WELLS FARGO: I\nthere just are not that many companies in our space that\n                                                             wanted to ask about space services you guys kind of\nhave executed and are in a position to launch with any\n\f   Case 2:25-cv-01733-GW-KES                   Document 88-2 Filed 02/16/26                  Page 12 of 20 Page\n                                                                                                           Page 11 of 19\n                                                    ID #:1991\n                                   Q3 2024 Rocket Lab USA Inc Earnings Call - Final\n\nteased on Slide 4. Just curious, I know you don't want to       from R&D into production. But you can think of Neutron\nreveal what that could look like yet, but just curious what     should look very, very, very similar to what we've kind of\nkind of time frame you had in mind. It seems like kind of       disclosed and kind of produced in our results as we\nthe Phase 1 and 2 are in pretty good shape.                     have with Electron. So nothing too unusual with this\n                                                                one. It just it's the first few rockets out of the shoot. So\nSo I guess to move to Phase 3, I mean, do we need to            kind of we got to go through that transition period.\nget Neutron sort of at a higher production cadence? Are\nthere may be more parts of the portfolio to fill in? Just       And as we experienced also on Electron, Electron came\ncurious how you think of kind of the timing there.              out initially with not kind of target margins, obviously.\n                                                                But as we kind of build towards that, I think that there's a\nPETER BECK: Yeah. Thanks, Matt. So look, everything             combination of -- the fact that we'll be collecting\nis irrelevant without a reusable high cadence launch. So        payments against milestones in the contracts, but also\nNeutron is really the key to unlocking that. And if you         getting production efficiencies and ultimately reusability,\nlook at Starlink, it's a good example, it's a great             which is the real key to kind of getting Neutron to its\nspacecraft. But actually, the thing that has really made        target model, which we think will look very similar to the\nthat possible is a high cadence, low-cost launch.               long-term model for Electron. So hopefully, that gives\n                                                                you a little bit of context.\nAnd that in turn is made possible by a reusable launch\nvehicle. So until Neutron is flying at some level of            OPERATOR: Erik Rasmussen, Stifel.\ncadence, it's kind of academic to talk about deploying\nconstellations.                                                 ERIC RASMUSSEN, ANALYST, STIFEL NICOLAUS &\n                                                                CO INC: Congrats on the progress with Neutron. Maybe\nMATTHEW AKERS: And just curious on this Neutron                 just on that subject, Neutron, I know it's not a lot you\ndeal or maybe just Neutron in general, thoughts on kind         want to really share at this time, but are you replacing\nof what the progress payment maybe looks like on that.          anyone? Or are you being brought on to sort of as\nJust curious, I guess, one, if there's maybe some               another alternative just because of like Adam, you said,\nlumpiness in cash flow around that just because those           there's a number of medium rockets that are in the\nare pretty big dollar items. And also just how we should        market or that will be potentially in the market in the\nthink about kind of the advanced payments versus kind           coming years. But is this just sort of, you think, a hedge\nof working capital aspect as that program ramps up?             because you guys are a lot closer than some others?\n\nADAM SPICE: Yeah. I can take that one, Pete. So each            PETER BECK: Yeah. I think with respect to kind of\n-- we have a fairly standard launch services agreement          commercial contracts and in some cases, we're\nthat we've obviously used many times with Electron, and         definitely replacing. I would say that, Erik, in the NSSL\nwe're leveraging most of that forward on Neutron. And           world, it's bringing on new providers. I think if you look at\nyou're right that building this Neutron vehicle, it will be a   the last NSSL Lane 1 Phase 3 award, 100% of that\nchallenging working capital cycle, at least initially,          award went to one particular launch provider because\nparticularly when you think about the context here of           there was nobody else. So in some cases, it's replacing\nreusability, right?                                             and in some cases, it's just being brought as a new\n                                                                alternative.\nSo I think we've never said that we plan to basically\nhave a fully reusable vehicle for the first launch. So as       ERIC RASMUSSEN: And then you stated that the\nwe kind of work our way towards full reusability, we'll be      ASPs, you're going to be pretty firm on pricing. Is that\ngetting more kind of benefits from a working capital            the $50 million to $55 million that you initially talked\nperspective as we do that. But the first few launches           about, and that's sort of where things have settled\nhere are certainly going to be cash consuming.                  maybe for these two dedicated missions? And it says\n                                                                you're starting in mid-'26, would both of those potentially\nSo you can think about the structure. Most -- these\n                                                                happen in '26? Or how should we think about sort of\nLSAs have a deposit and then there's milestone\n                                                                timing, assuming you do meet the mid-2025 for your first\npayments. And if you look at our Electron business,\n                                                                test launch?\ntypically, we've collected about 60% of the contract\nvalue by the time we actually start building the rocket.        PETER BECK: Yeah. I mean the launch pricing, as we\n                                                                pointed out, is -- that was a really important thing for us.\nThis might be a little bit different because it's -- we're at\n                                                                And I think as I've said, I made -- well, I kind of had to,\nthe very early stages of kind of coming -- transitioning\n\f   Case 2:25-cv-01733-GW-KES                   Document 88-2 Filed 02/16/26                  Page 13 of 20 Page\n                                                                                                          Page 12 of 19\n                                                    ID #:1992\n                                   Q3 2024 Rocket Lab USA Inc Earnings Call - Final\n\nbut with Electron, it took us years to flush out bad            possibility, but it's probably not the most likely scenario.\ncontracts with respect to ASP.                                  That probably looks more like a 2027, but never say\n                                                                never.\nSo no, this contract is in line with our previously\ndiscussed ASP for Neutron. And then on the -- we're             ERIC RASMUSSEN: And then just one last thing on the\nselling real slots with real launch windows, so we kind of      backlog and clarification. The $326 million for launch,\nsomewhat at the request of the customer. So the '26             does that include this latest award win for the two for\ntime frames for those launches are the customers driven         Neutron?\nrequests.\n                                                                ADAM SPICE: No, it does not because that was Q3\nERIC RASMUSSEN: Got you. And maybe just staying                 ending, and this contract was signed post the end of Q3.\nwith launch. You're sitting at 12 launches year-to-date.        So it will show up in our Q4 backlog.\nYou previously gave a range of 15 to 18. You have\nanother one slotted in the coming weeks at the earliest.        OPERATOR: Suji Desilva, ROTH Capital.\nYou would need sort of four in this quarter to get to the\n                                                                SUJI      DESILVA,   ANALYST,      ROTH       CAPITAL\nbottom of that range.\n                                                                PARTNERS, LLC: Congrats on the progress and the\nBut do you still feel like that's a viable range for you, the   Neutron success here. The gross margin improvement\n15 to 18 where we sit today? I appreciate you're not            here, Adam, is that the relative contribution between\ngiving specific guidance but I just want to get a sense of      Launch and Space Systems sequentially in 3Q and 4Q\nyour confidence level on that prior guidance for 15 to 18.      relatively even? And can you give an update on the\n                                                                solar gross margin improvement, is there a tailwind still\nPETER BECK: Well, I mean, if you recall at the start of         there?\nthe year, we thought we're going to do 22, but that -- so\nI'm always a little bit gun-shy these days. But no, I think     ADAM SPICE: So the gross margin percentages are\nwe've got certainly a very busy fourth quarter. And at          actually pretty close across -- I mean, they're pretty\nthis stage, the customers are looking good. So I think          consistent across Launch and Space Systems right\nwe'll be within that range.                                     now. That's just a function of kind of, again, where we\n                                                                are in the margin improvement path for the launch part\nERIC RASMUSSEN: And then just on the NSSL, I just               of the business and then just kind of where we are on\nwant to clarify, the RFPs opened up pretty recently in          mix within Space Systems.\nthe last 2 weeks. Does that mean you'll be available for\nthis particular one? Or it's the next cycle because of the      So if you look at the mix of our business being roughly\ntime frame of Neutron at the earliest of mid-'25?               70% Space Systems, 30% launch, I mean, I think kind\n                                                                of gives you -- it's all proportional. So you just take the\nPETER BECK: Yeah. The way it works is that you have             percentage of the business times the same rough\nto demonstrate you can launch in '25 to be on-ramped.           margin calculation and just apply it.\nAnd then once you're on-ramped, then you'll bid for\nvarious task orders. So there'll be -- there's kind of -- the   SUJI DESILVA: Okay. And then on solar, Adam, does\ntask order is separate from the on-ramp and those task          that remain a tailwind?\norders are released at the times that the NSSL or the\n                                                                ADAM SPICE: So solar has actually been progressing.\nSpace Force decides to.\n                                                                It's a little bit slower than we thought. We've talked\nADAM SPICE: I think, Eric, I think what we're saying            about that on some prior calls where we expected to be\nthat even though we'll be on-ramping in 2025, we                at target margins within, which was we said a 30% non-\nwouldn't be awarded any contracts for launch in 2025.           GAAP gross margin for that business within two years of\nAnd right now, we're planning one test launch in 2025.          the acquisition. So we acquired that business in early\nWe're talking about three launches in 2026 and then we          2022. So we're a bit behind, but it's -- we're making\ntalked about five launches in 2027.                             steady progress.\n\nAnd given kind of the discussion that we've had                 I would say when we look at our backlog for that\npreviously about the first customer for Neutron that we         business, we are really not booking. I can't remember\nannounced today, that's obviously consuming some of             the last time, maybe Pete can correct me, I can't\nthat capacity in 2026. So the most likely scenario is           remember the last time that we've actually booked\ncould you see something in 2026 for NSSL? It's a                business lower than our target gross margin.\n\f   Case 2:25-cv-01733-GW-KES                   Document 88-2 Filed 02/16/26                    Page 14 of 20 Page\n                                                                                                             Page 13 of 19\n                                                    ID #:1993\n                                   Q3 2024 Rocket Lab USA Inc Earnings Call - Final\n\nSo it's all about kind of replacing, flushing out some of        mix effect. And that's obviously helping contribute to the\nthat older -- in fact, there's really just one bad contract in   backlog growth, but also to what we believe is kind of a\nthe mix that we inherited. Unfortunately, it was a large         nice steady progress towards our target margins for that\npart of the -- and I think it was almost $100 million of the     Electron business.\n$150 million backlog at deal close that came along that\nwas basically essentially zero margin.                           OPERATOR: Andre Madrid, BTIG.\n\nSo as we build the new business at target margins or             ANDRE MADRID, ANALYST, BTIG LLC: I know we kind\nbetter, that's starting to flow through now, and we're           of danced around it, but I wanted to just ask more\nseeing that come through in a little bit more profound           specifically, how much was total Neutron development\nway. And so I think we all have actually probably more           cost in 3Q? I know previously, you said about $160\nconviction now about getting to that 30% better target           million for the year or about $40 million a quarter. And\ngross margin for that business. It's just taken us a little      also, like is that kind of still an appropriate target looking\nbit longer.                                                      all in?\n\nAnd so I think it's also not too dissimilar to our launch        ADAM SPICE: Yeah, I'm scrolling at the number right\nbusiness, where it's a very kind of fixed cost-oriented          now. Yeah. No, this -- in Q3, it was total -- well, you\nbusiness. So when you have a good quarter where                  have to split out between the different elements. But if\nyou're shipping a lot more product, you get the benefit of       you look at total net spend for Neutron across OpEx and\nthat overhead absorption. And so as we mentioned                 CapEx, it was just a hair under $44 million.\nearlier, and we mentioned in our prepared remarks, the\n                                                                 But I think that -- and that's going to step up as we\nsolar business was particularly strong in Q3.\n                                                                 continue to get towards the first launch. So that's why\nSUJI DESILVA: And then my other question is on the               this first launch of Neutron is so important for us\nlaunch business. I understand that Neutron is going to           because that really has such a tremendous impact on\nadd to the backlog this quarter, but Electron growing            the P&L, right, where we have all of this cost right now\n$55 million. I'm just wondering what that -- how that            just hitting R&D.\ncompares to the last few quarters. Is that kind of in a\n                                                                 Once you get past that first test launch and you carry\nrange? Or is it accelerating? And what the drivers if it is\n                                                                 the first paying customer, everything flips over, you've\naccelerating are? Is it ASP trending up? Or any color\n                                                                 got now R&D associated with it, cost of sales and so\nthere would be helpful.\n                                                                 forth. So it's a super important thing for us to get that\nADAM SPICE: Go ahead Pete.                                       first launch off because it kind of caps that initial spend\n                                                                 because you'll have minimum viable product both in the\nPETER BECK: I'll have a crack and you can maybe add              rocket and on the infrastructure side of the house.\na bit more color as well. So launch is lumpy, like actually\nlaunching the rockets is lumpy, so is the contracts. And         And so I think probably along with that, we still feel very,\nwe can go a quarter without signing anything. So as far          very comfortable that we're within our target original\nas historical kind of look backs, I mean, certainly, this        budget for Neutron. And if you think about -- we talked --\nhas been a good quarter for Electron, but it tends to be         this is going back when we came public three years ago\npretty lumpy throughout.                                         now, a little over three years ago, we said it was going\n                                                                 to take roughly 3, 4 years and cost $250 million to $300\nADAM SPICE: Yeah. And if you look at -- certainly, we            million.\nbooked more launches. And again, as Pete said, it's\nlumpy because we're chasing bigger multi-launch                  And we put that in pretty stark contrast to what some\nagreements. But also the ASP has been very                       other kind of medium and larger launch vehicles have\nsupportive. So I mentioned earlier that the average              cost the many, many billions of dollars and taken the\nselling price for 2024 for Electron works out to be about        better part of a decade to get to first launch. So we feel\n$7.5 million per launch.                                         like we're on track, and we're going to kind of set a new\n                                                                 benchmark for capital efficiency and timing of getting a\nAnd we've also talked on previous calls that our total           new launch vehicle to the pad.\nbacklog for Electron is priced at around $8.2 million\nASP. So we're actually -- we're doing better on booking          ANDRE MADRID: Got it. And if I could squeeze in one\nat higher prices so that we're having a beneficial ASP           more. Could you maybe highlight backlog at some of the\n                                                                 non-Photon space systems businesses like PSC,\n\f   Case 2:25-cv-01733-GW-KES                  Document 88-2 Filed 02/16/26                   Page 15 of 20 Page\n                                                                                                           Page 14 of 19\n                                                   ID #:1994\n                                  Q3 2024 Rocket Lab USA Inc Earnings Call - Final\n\nSinclair? I mean, how is expansion and acquiring more          the mix between what goes in-house for components\nbusiness progressed at that line of business?                  versus what's delivered as a merchant supplier? And do\n                                                               you guys have a target mix for Space Systems, I guess?\nADAM SPICE: Yeah. Those businesses continue to\ngrow at a pretty healthy clip. If you look at our target       ADAM SPICE: Yeah, that's a good question. I don't\ngrowth for the components business within Space                have that data at the tip of my fingers, and I don't really\nSystems is around 20%. And we feel very comfortable.           want to try to guess on that. I mean, I think for some of\nWe've been delivering better than, considerably better         the businesses, we have a little bit more visibility. So I'd\nthan that in some parts of our business.                       say, for example, I think in our solar business, I think our\n                                                               internal capacity consumption right now is probably only\nI would say that of our components businesses,                 about 10%. So 90% is going out to the merchant market\nSinclair's probably had experienced the most recent            to a lot of the people that sell into the national security\ngrowth. And that's driven by the mega constellation            market for these exquisite systems.\nreaction wheel contract that we've talked about in the\npast that has been starting to ship.                           When you look at the separation systems business, for\n                                                               example, we sell much more externally than we\nBut we've seen strength across all of that. If you take it     consume internally, just a fact because it's one of the\nin aggregate, we kind of look at it across all of it. And      most predominant separation systems that flies on\nwhen you look at our merchant business or the                  basically all rockets. So it really is a mix. But that's a\ncomponents business, there's really two pieces to that.        good question. We can certainly follow up offline and\nThere's the merchant components that we sell into other        see if we can get you a more kind of concrete answer to\nspacecraft manufacturers, and then there's the                 that.\nintegrated or vertically integrated supply element where\nwe're now supplying our own feed, if you will, into these      OPERATOR: Jason Gursky, Citi.\nspacecraft manufacturing projects that we've won, like\nSDA and like the MDA Globalstar.                               JASON GURSKY, ANALYST, CITIGROUP INC.: Pete, I\n                                                               want to have you just walk us all through, if you don't\nSo it's really kind of -- the growth is fueled not only by     mind, one more time, why it is that we have to do 1-3-\noverall macro growth in the broader merchant market,           and 5. And if there isn't an opportunity to go a little faster\nbut also from our own internal consumption as well. So         here, you suggest that history would suggest with\nwe feel really good about continuing a 20% CAGR for            others, you got to do it that way. But why is that the\nthat business. I think some will be stronger than those,       case?\nright?\n                                                               And Adam, you talked about throwing CapEx -- some\nLike this year, I said we're having more strength in           more CapEx coming into the mix here. Is this something\nSinclair, and that probably continues through next year.       we could throw some capital at and speed things up a\nAnd then as we look forward into 2025 and '26 based on         bit?\na lot of these big programs, we're going to have very\ngood years for our solar too, because we're dedicating a       PETER BECK: Jason, you asked the question that\nsignificant amount of our capacity to internal programs.       Adam ask me every day. And there's some things that\n                                                               you can throw as much capital as you want, but until\nAnd overall, it actually has a very healthy kind of road       you fly, you can only learn a certain number of things.\nmap, I would say, for gross margin as well. If you look at     And look, 1-3-5 is a pretty good scaling rate at best. And\nthe components or subsystems business, that's kind of          fundamentally, you fly your first rocket and you do the\nin the -- already in the, I'll call it, low to mid-40s non-    best job that you think you can. There's a whole lot of\nGAAP gross margin. And we think there's some upside            stuff you can test on the ground and then there's a\nto that.                                                       whole lot of stuff you can't test on the ground.\n\nAnd then there's just the kind of a little bit of the offset   And it's just -- well, obviously, forward builders as many\nwhere you have these bigger program gross margin               of the components that we think in many of the systems\nmodels that are kind of more towards, call it, 30%. So         and the structures as we can. But you can find yourself\nyou've got that blending effect there. But we feel really      just in a dead end pretty quickly. But it also -- it just\ngood about all the elements of that subsystem business.        takes time to scale the production line. And we've tried\n                                                               to front-end load it as best we can with the engine\nANDRE MADRID: And since you brought it up, what's\n\f   Case 2:25-cv-01733-GW-KES                  Document 88-2 Filed 02/16/26                   Page 16 of 20 Page\n                                                                                                           Page 15 of 19\n                                                   ID #:1995\n                                  Q3 2024 Rocket Lab USA Inc Earnings Call - Final\n\nproduction line.                                               JASON GURSKY: Then last one for me. I'm just kind of\n                                                               curious, we've got a new administration coming to town.\nGenerally, the engines are the longest pole in the tent        Let's see here. I guess, what policy statements have\nfrom a production perspective. So we've really leaned          you heard to date that either have you encouraged or\ninto that. So hopefully, we can do better. But it just takes   are giving you a little bit of pause? And what would you\ntime to put one on the pad and commission it and learn         suggest we hear on the outside kind of pay attention to\nfrom it and then roll those iterations into the next           here as this transition happens? What are you going to\nvehicle.                                                       be looking for and looking to hear from the new\n                                                               administration?\nAnd we're flying customers' payloads. So everything has\nto be very methodically thought through and every              PETER BECK: Yes, it's a really good question. So I\nchange is well qualified to reach that cadence. I guess,       think what I take out of it is that I don't think there's ever\nit might be a slightly different story if you had no           been such a focus on space from any administration,\ncustomers and you just threw everything at it and had a        perhaps back in the Apollo era. But I mean, it's very\ndifferent risk posture.                                        clear that this administration has a very strong focus on\n                                                               space, which is good. And when space wins, Rocket\nBut we're looking to get into commercial operations as\n                                                               Lab wins. Also, we see a very strong focus on national\nquickly as we can. So when you're flying a customer,\n                                                               security, which is obviously a core part of our business.\nyou can't just kind of be fast and loose. You have to be\nvery methodical in any of the changes that you roll in.        But I guess probably the thing I'm most excited about is\nAnd we just don't want to be unrealistic with what's been      there's a real focus on moving away from the kind of\n-- what can tangibly be delivered.                             slow government contracting and really focusing on\n                                                               commercial, providing much more of the traditional\nADAM SPICE: But Jason, I'll be asking Pete that\n                                                               space and government services, which is really, when\nquestion every day going forward as well. So we'll leave\n                                                               you think about it, there's only a few companies that are\nit at that.\n                                                               really well positioned to take advantage of those\nJASON GURSKY: Yeah. If you can do it on my behalf. I           commercial opportunities and us being one of them. So\nappreciate that. And then, Pete, look, 1, 3 and 5, okay?       look, I look out on the new administration with quite a\nSo you've got six launches, one's a test. But as you look      bullish outlook given those kind of three things.\nat the pipeline, I mean, over that time period, if you had\n                                                               OPERATOR:        Michael    Leshock,     KeyBanc      Capital\nmore capacity, is there more demand out there? I just\n                                                               Markets.\nwant to -- and maybe strip out the national security\nlaunch just on the commercial side of things. I'm just         MICHAEL LESHOCK, ANALYST, KEYBANC CAPITAL\ntrying to get a better gauge of supply and demand              MARKETS INC: I wanted to ask on Space Systems.\nequilibrium.                                                   You've talked about both organic and inorganic ways to\n                                                               scale the business. I was just hoping for an update there\nPETER BECK: Yeah. Well, I mean that's the\n                                                               on the M&A pipeline, whether you see any new\nfundamental reason why you're asking this question,\n                                                               opportunities?\nAdam asks this question, everybody asks this question\nis how can we scale faster and indeed customers. But           And then secondly, you also have those organic\nthe worst thing you can do is promise a customer that          initiatives like additional clean room capacity that you\nyou're going to be able to provide a whole bunch of            already have the footprint for. Just wondering if you\nlaunch.                                                        could provide some more details there and how much is\n                                                               left to go on those initiatives?\nThey make a big commitment to you and then you don't\ndeliver because that's just -- it plays havoc with their       PETER BECK: I can take a swing at this, Adam, and\nbusiness. So that's not good for their business or long-       maybe you can follow it up. On the kind of the organic\nterm relationships or quite, frankly, our reputation.          stuff, we have -- we always have a number of new\n                                                               products and things in development. Some of those are\nSo of all the things we worry about, and I think we've\n                                                               spin-offs from some of the programs that we're\nsaid before, demand is not one of them. We worry more\n                                                               developing.\nabout how fast can we scale the Neutron rather than are\nthere customers there to fly on it for sure.                   Some of them are just areas that we think there's a\n\f   Case 2:25-cv-01733-GW-KES                  Document 88-2 Filed 02/16/26                   Page 17 of 20 Page\n                                                                                                           Page 16 of 19\n                                                   ID #:1996\n                                  Q3 2024 Rocket Lab USA Inc Earnings Call - Final\n\nmarket opportunity for. And the way we kind of talk            disciplined. It's got to be the right team, it's got to be the\nabout those is, obviously, you've seen in the past             right time and it's got to be the right price. And so far, we\nproduct releases from us. So that will -- when we have         haven't gotten those three stars to align, but I'm pretty\nsomething that we think is ready, then we'll release it.       confident that we'll get some of those stars to align in\n                                                               the not-too-distant future.\nAnd I think we have a pretty strong reputation that we\nrelease it when it's done. We don't kind of talk about it      And I think that will also provide a bit of a\nuntil really it's done. And you saw that with even             breadcrumbing for folks to understand a little bit more\nreaction wheels or something like the HASTE missions.          specifically which applications we're targeting because a\nWe announced HASTE mission and then a number of                lot of the payload is obviously very specific to the\nweeks later we launched one. So that's kind of the way         application. And so having kind of some insight into kind\nwe roll with organic product development.                      of the capabilities that we'd be acquiring would kind of\n                                                               give you some ideas about where we're going from an\nAnd then inorganic, we always maintain a pretty healthy        applications perspective, which I know everyone is\npipeline. And maybe, Adam, you can provide a bit more          chomping at the bit to try to understand better.\ncomment on that.\n                                                               OPERATOR: Anthony Valentini, Goldman Sachs.\nADAM SPICE: Yeah. I'd say on the corporate\ndevelopment front, we continue to look at a lot of assets      ANTHONY VALENTINI, ANALYST, GOLDMAN SACHS\nout there. I think that one thing is we're very selective,     GROUP INC: You got Anthony on for Noah tonight.\nright? I think if you look at the assets that we've            Sorry to beat this point to death here, but it's been pretty\nacquired in the past, the team is always at the center of      well publicized at this point that Amazon's Kuiper has to\nit. If you look at the fact that you pick any one of the       get over 1,000 satellites into orbit, I think, by mid-2026.\ndeals, they've always been leading products in their           And they have orders with some of your competitors for\narea, from solar where they never had a single failure         launch vehicles that either have not launched yet or in\non orbit to bringing new kind of innovative capabilities to    very limited cadence.\nthe market through the software capabilities for\ncommand and control software for ASI and separation            So I guess my question is, do you guys stand to benefit\nsystems from PSC and so forth.                                 from that between now and 2026, where you guys can\n                                                               get a piece of that pie? Or is it to what Peter was talking\nSo it's really -- I would say we continue to look at things.   to in an earlier answer, it's just not possible given\nAnd we've largely gotten the bus, the satellite bus into a     capacity and how many slots that you guys have\npoint where we have most of the capabilities there that        available?\nwe think that we need to be kind of that -- to fulfill the\nend-to-end requirements there. There's still a few little      PETER BECK: Well, I'll put it this way, as we said,\nthings here and there that we're working on, and we're         Anthony, demand is not something that we worry about\nactually trying to address those and some of those             and that kind of falls into that category.\norganically as well, not just inorganically.\n                                                               ANTHONY VALENTINI: Okay. That's helpful. And then,\nBut probably the biggest missing piece to Space                Adam, for you, is the Systems segment profitable\nSystems from a -- that's going to be filled likely through     today?\ninorganic is going to be on the payload side. So we\n                                                               ADAM SPICE: Well, we only report our segments down\nreally kind of stop at the payload right now. And\n                                                               to the gross margin line, and that's because we have a\ncertainly, as we've talked many, many times about our\n                                                               lot of shared resources across the different areas of\ngrander ambitions of having our own applications on\n                                                               development and production and so forth. And also, we\norbit, that's going to be benefited by having our own\n                                                               have one key decision maker, which is Pete, who kind\ninternal capabilities around the payload side of the\n                                                               of provides the overall kind of investment decisions or\nsystem.\n                                                               mandates across both businesses.\nSo there's -- fortunately for us, there's actually quite a\n                                                               I would say, from a technical accounting perspective, we\nfew assets out there that are quite interesting that are\n                                                               can't say that the Space Systems business is profitable\nkind of I'd say, poised to be part of a much bigger\n                                                               on that level. But what we can tell you is that when we\nconsolidated platform like we're building. So I think\n                                                               look at kind of anecdotally across each of the lines of\nthere's ample opportunities there, but we're very\n                                                               business, it would be safe to say that the vast, vast\n\f   Case 2:25-cv-01733-GW-KES                  Document 88-2 Filed 02/16/26                  Page 18 of 20 Page\n                                                                                                          Page 17 of 19\n                                                   ID #:1997\n                                  Q3 2024 Rocket Lab USA Inc Earnings Call - Final\n\nmajority, if not all, of the cash-consuming nature of this     function of timing of where the customer wants land. So\nbusiness is coming from Neutron, right?                        we're -- again, we're very comfortable with the number\n                                                               that we set for the year at $7.5 million being the\nSo I think that's -- again, that's one of the most             average. And of course, as I mentioned before, our\nimportant things about getting Neutron to a minimum            backlog -- total backlog is priced at $8.2 million per\nviable product in the first launch. Things will become a       electron. So that kind of shows you where it's going.\nlot more clear at that point as the -- and actually, at\nsome level, it doesn't really matter because then the          And then the reason why the gross margin has gone up\noverall profitability of the company starts to shine           despite having the optics on the ASP is because we've\nthrough.                                                       been getting production efficiencies, right? So as we've\n                                                               gotten better at building these electrons, the cost is\nSo again, I would say that we can't say technically that       coming down, which has helped for us. So even as ASP\nSpace Systems is profitable because we just don't              may go down, gross margin go up. I think that's kind of\naccount for the business at that level right now. That         the, I'd say, the most salient points of kind of the gross\ncould change in the future, but that's not the current kind    margin trend analysis.\nof approach we take to it.\n                                                               CAI VON RUMOHR: And the second one is, you started\nANTHONY VALENTINI: Yeah, that makes a ton of                   the year, Peter, you mentioned the 22 launches sort of\nsense. Last one for me here. I just want to confirm the        scheduled or targeted, and we're going to probably end\ntest flight on Neutron in 2025, that's no revenue, right?      up at 15 to 18. Have you ever thought -- I mean, and\n                                                               one of the big problems is that you commit to a certain\nADAM SPICE: Correct. Yeah, there won't be any\n                                                               price and the customer commits to a certain date, but\nrevenue associated with that launch. But we are working\n                                                               it's not a hard date.\non things that would allow us to have probably some\ncontra revenue -- contra R&D associated with that. So          Have you ever thought of kind of pricing so that if the\nlooking to do some creative things there where we can          customer misses, the price goes up? And I know that\nkind of buy down our cost of that test launch. And so          you have other competitors, but certainly, if you could\nthat's something that we're working pretty hard towards.       get your number of launches up, you've made a big\nAnd hopefully, we can get some of that to come into            point of how high the fixed launch costs are. Is there any\nfocus.                                                         thought of kind of getting that volume -- thinking of\n                                                               ways, creative ways of getting that volume up?\nOPERATOR: Cai von Rumohr, TD Cowen.\n                                                               PETER BECK: Yeah. I mean, some launch contracts\nCAI VON RUMOHR, ANALYST, TD COWEN: So Adam,\n                                                               have provisions for penalties. But I mean, if a customer\nyour ASPs for Electron have gone down sequentially for\n                                                               has had a failure of something in a TVAC and then you\nthree straight quarters and yet your gross margin has\n                                                               start loading penalties on them, it's not great for long-\nimproved. Now I know that costs are kind of specific to\n                                                               term relationships.\neach mission. But what does that tell us about the\nunderlying core profitability of Electron?                     And I think the learnings here for us, and I think for\n                                                               everybody as well is that, the service that we provide is\nADAM SPICE: Yeah. It's really a function of -- so when\n                                                               a bespoke, dedicated service for customers to launch.\nyou talk about ASP, the ASP is a function of customer\n                                                               And they pay the premium for that. You compare an\ntiming, right? And so we have some customers that sign\n                                                               Electron to a rideshare, it's many, many times higher.\nup for many launches. And as a result of signing up for\n                                                               So they -- that's what they're paying the premium for.\nthese bulk buys, they naturally get a lower price.\n                                                               I guess, the point that we try and make is that, once a\nAnd we get the benefit of having actually better margins\n                                                               customer goes into backlog and we start collecting the\non a lot of those flights because a lot of the work is -- it\n                                                               cash from that customer, these customers never go\ndoesn't have to get redone. All the GNC work that you\n                                                               away. They just sort of shift around. It's just a peculiarity\nhave to do for each individual flight, you don't have to\n                                                               of the way that revenue is recognized on launch.\nredo that. You get maybe the benefit of having payload\nadapter plates that are common across multi-launch             So no, I think we continue to play launch whack-a-mole.\ndeals.                                                         And wherever possible, like you see we did in the last\n                                                               quarter, we'll take quick turn to business and fill some\nSo a lot of what you're seeing, the ASP is, again, just a\n\f   Case 2:25-cv-01733-GW-KES                   Document 88-2 Filed 02/16/26               Page 19 of 20 Page\n                                                                                                   Page 18 of 19\n                                                    ID #:1998\n                                   Q3 2024 Rocket Lab USA Inc Earnings Call - Final\n\ngaps. But it's kind of really the reality of the service that   COMPANY OR THE APPLICABLE COMPANY\nwe provide.                                                     ASSUME     ANY   RESPONSIBILITY  FOR   ANY\n                                                                INVESTMENT OR OTHER DECISIONS MADE BASED\nOPERATOR: And there are no further questions at this            UPON THE INFORMATION PROVIDED ON THIS WEB\ntime. I will turn the call back over to Peter Beck for          SITE OR IN ANY EVENT TRANSCRIPT. USERS ARE\nclosing remarks.                                                ADVISED     TO   REVIEW   THE   APPLICABLE\n                                                                COMPANY'S CONFERENCE CALL ITSELF AND THE\nPETER BECK: Great. And thanks very much for\n                                                                APPLICABLE COMPANY'S SEC FILINGS BEFORE\neverybody sticking around for the questions as well.\n                                                                MAKING ANY INVESTMENT OR OTHER DECISIONS.]\nMuch appreciated. But before we close out today, I just\nwanted to draw your attention to some of the up-and-\ncoming conferences we'll be attending. We look forward          Classification\nto sharing more exciting news and updates with you\nthere.                                                          Language: ENGLISH\n\nBut that wraps up today's call. And thanks, everybody,\nfor sticking around and listening to all the progress that's    Publication-Type: Transcript\nbeen made. The team is certainly very proud of this\nquarter and what we've achieved this year. So thanks\nvery much.                                                      Transcript: 111224a16139370.770\n\nOPERATOR: This does conclude today's conference.\nYou may now disconnect.                                         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IN NO                        INVESTMENT BANKING AND SECURITIES\nWAY DOES REFINITIV OR THE APPLICABLE                            INTERMEDIATION (91%); NAICS523940 PORTFOLIO\n                                                                MANAGEMENT AND INVESTMENT ADVICE (91%);\n\f   Case 2:25-cv-01733-GW-KES             Document 88-2 Filed 02/16/26             Page 20 of 20 Page\n                                                                                           Page 19 of 19\n                                              ID #:1999\n                               Q3 2024 Rocket Lab USA Inc Earnings Call - Final\n\nSIC6211 SECURITY BROKERS, DEALERS, &\nFLOTATION COMPANIES (91%); SIC6282\nINVESTMENT ADVICE (91%); SIC6289 SERVICES\nALLIED WITH THE EXCHANGE OF SECURITIES OR\nCOMMODITIES, NEC (91%); SIC6798 REAL ESTATE\nINVESTMENT TRUSTS (91%); NAICS522110\nCOMMERCIAL BANKING (84%); SIC6081 BRANCHES\n& AGENCIES OF FOREIGN BANKS (84%);\nNAICS551111 OFFICES OF BANK HOLDING\nCOMPANIES (84%); SIC6712 OFFICES OF BANK\nHOLDING COMPANIES (84%); NAICS522210 CREDIT\nCARD ISSUING (84%); CONFERENCE CALLS (90%);\nNEWSPACE INDUSTRY (90%); ACCOUNTING (89%);\nSPACE PROGRAMS (89%); WEBCASTS (89%);\nINTERNET & WWW (78%); METADATA\nMANAGEMENT (73%); SECURITIES & OTHER\nINVESTMENTS (70%); SECURITIES LAW (69%)\n\n\nLoad-Date: November 15, 2024\n\n\n End of Document\n\f","ocr_status":1,"date_upload":"2026-05-13T05:22:46.858031-07:00","document_number":"88","attachment_number":2,"pacer_doc_id":"031047006773","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit B - Earnings Call Transcript","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/479017741/","id":479017741,"tags":[],"absolute_url":"/docket/69688939/88/3/douglas-bray-v-rocket-lab-usa-inc/","date_created":"2026-05-13T05:22:38.181613-07:00","date_modified":"2026-05-14T08:17:53.512750-07:00","sha1":"fea6ebfdf6f26352a0605ddb619ff5023b3e899c","page_count":24,"file_size":368474,"filepath_local":"recap/gov.uscourts.cacd.959824/gov.uscourts.cacd.959824.88.3.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.959824/gov.uscourts.cacd.959824.88.3.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 2:25-cv-01733-GW-KES   Document 88-3   Filed 02/16/26   Page 1 of 24 Page ID\n                                   #:2000\n\n\n\n\n                        EXHIBIT C\n\fCase 2:25-cv-01733-GW-KES                                       Document 88-3                       Filed 02/16/26                    Page 2 of 24 Page ID\nFINAL TRANSCRIPT                                                                                                                                              2025-08-07\n                                                                       #:2001\nRocket Lab Corp (RKLB US Equity)\n\n\n\n\nQ2 2025 Earnings Call\nCompany Participants\n     Adam Spice , Chief Financial Officer\n     Murielle Baker, Senior Communications Manager\n     Peter Beck, Chief Executive Officer\n\nOther Participants\n     Andres Sheppard, Analyst, Cantor Fitzgerald\n     Anthony Valentini, Analyst, Goldman Sachs\n     Edison Yu, Analyst, Deutsche Bank\n     Erik Rasmussen, Analyst, Stifel\n     Jeff Van Rhee , Analyst, Craig-Hallum\n     Kristine Liwag, Analyst, Morgan Stanley\n     Michael Leshock, Analyst, Keybanc\n     Ned Morgan, Analyst, BTIG\n     Ronald Epstein, Analyst, Bank of America\n     Ryan Koontz , Analyst, Needham & Company\n     Suji Desilva, Analyst, ROTH Capital\n\nPresentation\nOperator\nGood day, and welcome to the Rocket Lab Corporation Q2 Earnings Call. Today, all participants\nwill be in a listen-only mode. (Operator Instructions) After today's presentation, there will be an\nopportunity to ask questions. (Operator Instructions) Please note that today's event is being\nrecorded.\n\nAt this time, I would like to turn the conference over to Murielle Baker, Senior Communications\nManager. Please go ahead.\n\nMurielle Baker\nThank you, hello, and welcome to today's conference call to discuss Rocket Lab's Second Quarter\n2025 Financial Results. Before we begin the call, I'd like to remind you that our remarks may\ncontain forward-looking statements that relate to the future performance of the company. And\nthese statements are intended to qualify for the safe harbor protection from liability established\nby the Private Securities Litigation Reform Act. Any such statements are not guarantees of future\nperformance and factors that could influence our results are highlighted in today's press release,\nand others are contained in our filings with the Securities and Exchange Commission. Such\nstatements are based upon information available to the company as of the date hereof and are\nsubject to change for future developments. Except as required by law, the company does not\nundertake any obligation to update these statements.\n\nOur remarks and press release today also contain non-GAAP financial measures within the\nmeaning of Regulation G enacted by the SEC. Included in such release and our supplemental\nmaterials are reconciliations of these historical non-GAAP financial measures to the comparable\nfinancial measures calculated in accordance with GAAP. This call is also being webcast with a\n\n\n\u00a9 COPYRIGHT 2024, BLOOMBE RG LP. All r igh ts r es er ved. An y r epr odu ction , r edis tr ibu tion or r etr an s m is s ion is expr es s ly pr oh ibited.\nPr in ted on 11-13-2025 Page 1 of 23\n\fCase 2:25-cv-01733-GW-KES                                       Document 88-3                       Filed 02/16/26                    Page 3 of 24 Page ID\nFINAL TRANSCRIPT                                                                                                                                              2025-08-07\n                                                                       #:2002\nRocket Lab Corp (RKLB US Equity)\n\n\n\n\nsupporting presentation and a replay and copy of the presentation will be available on our\nwebsite.\n\nOur speakers today are Rocket Lab's Founder and Chief Executive Officer, Sir Peter Beck; as well\nas Chief Financial Officer, Adam Spice. They will be discussing key business highlights, including\nupdates on our launch Interface Systems programs and we will discuss financial highlights and\noutlook before we finish by taking questions.\n\nSo with that, let me turn the call over to Sir Peter.\n\nPeter Beck {BIO 19686008 <GO>}\nThanks, Murielle, and thanks for everybody joining us today. Look, we have delivered impressive\nfinancial results this quarter with another record revenue of $144.5 million, above the high-end of\nour prior guidance and up 36% compared to last year. A GAAP gross margin expansion exceeded\nexpectations as quarter two and the consecutive growth of this -- growth of the company is really\nexciting to drive. No surprises here that Electron continues to be the leader of the small launch\nindustry. We had five launches across the quarter, two of them back-to-back from launch complex\none in two days. Our demand for its services is also increasing from different countries with\nmultiple international space agencies signed up for Electron launches this year and next.\n\nWe made rapid progress towards the paired with Neutron this quarter. Launch Complex 3 is\nready for its grand opening and we've got the first rocket parts on their way to Virginia. More to\nshare across the program in the up-and-coming slides here.\n\nAnd finally, in Space Systems, our prime contractor status is expanding with our imminent\nacquisition of Geost. Being able to quickly build and deploy entire satellite systems is the\ncornerstone of the future US defense strategy and we're in a prime position to play within those\nlarge opportunities within launch spacecraft and now payloads added to our end-to-end\ncapabilities.\n\nSo let's get into those details now. We're very close to finalizing the acquisition of Geost, maker\nof missile tracking satellites for national security missions. Having cleared through the antitrust\nreview, we're on-track for signatures on paper here pretty shortly. I'll let Adam take you through\nthe financial details later, but if there's one thing to take away from this deal, it's adding payloads\non top of launch and spacecraft really cements our status as a one-stop shop for national security.\n\nWe're really a trusted -- already a trusted disruptor in the launch and prime contractor for\nconstellation builds, and this acquisition adds to our competitive advantage. It will bring an\nextensive inventory of space-based missile warning sensors and manufacturing facilities in\nArizona and Northern Virginia that secured the domestic supply chain of this critical technology for\nnext-generation missile defense initiatives like the Golden Dome and SDA constellation.\n\nThe $175 billion Golden Dome program could prove to be one of DoD's largest procurements to\ndate, and we're in a great position to capitalize on opportunities here. Our strategic investment\nand the way that we've scale the company to uniquely meet its needs positions us strongly to win\neither as a prime contractor or even as a sub or even as a component supplier.\n\nA pursuit of the Golden Dome extends just beyond payloads. Across its entire ecosystem, we\nhave the technology and capability ready-to-serve. We operate the world's most reliable and\nresponsive small launch vehicle, Electron, operating at the fastest cadence of any small launch\nvehicle in history, having just completed its 69th launch. With our hypersonic testing variant\n\n\n\u00a9 COPYRIGHT 2024, BLOOMBE RG LP. All r igh ts r es er ved. An y r epr odu ction , r edis tr ibu tion or r etr an s m is s ion is expr es s ly pr oh ibited.\nPr in ted on 11-13-2025 Page 2 of 23\n\fCase 2:25-cv-01733-GW-KES                                       Document 88-3                       Filed 02/16/26                    Page 4 of 24 Page ID\nFINAL TRANSCRIPT                                                                                                                                              2025-08-07\n                                                                       #:2003\nRocket Lab Corp (RKLB US Equity)\n\n\n\n\nHASTE, we are revolutionizing the way missile defense technology is tested in a hypersonic\nenvironment.\n\nA new reusable rocket, Neutron, perfectly answers the call for a diversified launch of national\nsecurity and can deploy entire constellations of spacecraft at once to build out the Dome's\nproliferated architecture. We've already won more than $0.5 billion contract with the SDA to build\nand operate a significant piece of their PWSA [ph] network. So there's a golden opportunity to\nbuild upon that here with our existing capability. And look, the list goes on, but I won't belabor the\npoint.\n\nOur advantage is our commercial speed and proven execution. The way programs like this have\nbeen built in the past, dominated by the large defense primes, just won't work the same time --\nthis time around to meet the administration's urgent timeline. It needs agility and innovation,\nvertical integration, and on-time delivery and execution. That's what we've delivered time and\ntime again across our programs to date and what we stand ready to deliver for the Golden\nDome.\n\nThere's no better mission on the books that demonstrates the full depth of our capabilities than\nthe VICTUS HAZE mission for the Space Force. Across its tactically responsive space program,\nwe're the only provider delivering a complete end-to-end launch plus spacecraft solution. We\nbring the full stack of offerings across the satellite design, component manufacturing, integration\nand testing, flight software, ground mission and launch licensing, and the launch itself, and on-\norbit operations. We own the entire mission lifecycle and its capability for national security that\nvery, very few others can provide.\n\nIt's also a great demonstration of how commercial capability like HAZE can be leveraged to bring\nthe concept of responsive space into operational reality, exactly what the US administration is\nseeking with Golden Dome. This mission has a 24-hour call-up requirement, which quite frankly, is\nbusiness-as-usual for Rocket Lab these days, and we recently cleared the program milestone for\nVICTUS HAZE that moves us into the final integration and testing phase of our spacecraft for the\nmission and launch of Electron later is on-track later this year.\n\nAnother program with a major milestone tick is a transport layer constellation build for the SDA.\nThe program has signed off our satellite design and approach for manufacturing, which means\nwe can now move into full-scale production of these 18 spacecraft and recognize further revenue\nfrom this $515 million program. As this constellation gets underway, we're also preparing for a\nmuch larger opportunity within the SDA and its next tranche of satellite contracts. This is where\nour strategy of bringing key satellite technologies in-house makes us an attractive commercial\npartner.\n\nOur incoming sensor payloads, for example, are also in play for an SDA award and through other\nbidders. We can control the cost and reduce the schedule risk through our vertical integration in a\nway that others can't, and we hold the keys to their technology and components that are\nfoundational to these contracts. Excuse me. And finally, for Space Systems, another strategic area\nof focus for this past quarter has been in supporting the administration's plans for Mars\nexploration.\n\nIt was great to see $700 million provided for a Mars Telecommunications orbiter in Senate's [ph]\nrecent budget, that the path to Mars for human spaceflight must begin with the ability to\ncommunicate there. And this is something that we've always strongly pushed for. In fact, we were\nthe only company that proposed an independently launched Mars Telecom Orbiter as part of the\n\n\n\u00a9 COPYRIGHT 2024, BLOOMBE RG LP. All r igh ts r es er ved. An y r epr odu ction , r edis tr ibu tion or r etr an s m is s ion is expr es s ly pr oh ibited.\nPr in ted on 11-13-2025 Page 3 of 23\n\fCase 2:25-cv-01733-GW-KES                                       Document 88-3                       Filed 02/16/26                    Page 5 of 24 Page ID\nFINAL TRANSCRIPT                                                                                                                                              2025-08-07\n                                                                       #:2004\nRocket Lab Corp (RKLB US Equity)\n\n\n\n\nend-to-end Mars sample return mission. So our ambition is clearly in line with the administration's\nvision for Mars.\n\nMuch of our technology is already across major Mars missions like NASA InSight Lander, the\nIngenuity helicopter, the crew stage that brought [ph] perseverance to Mars, and of course,\nEscapade spacecraft that are ready for launch here soon. We have got the experience in\ndelivering mission success for Mars exploration in a vertically-integrated approach, reduces\ncomplexity, controls cost, and provides schedule certainty, all under a firm fixed price.\n\nNow on to Electron. Once again, another busy quarter for Electron as demand and launch\ncadence continues to soar. The beauty of Electron is being able to choose when and where you\nwant to fly. Sometimes, for us, that can mean flying in very close succession, like the four launches\nin four weeks that we saw in June, and two of those flew just days apart, a record turnaround for\nus at Launch Complex 1. We've since racked up launch number 69, and number 70 is scheduled\nfor lift-off next week, keeping us on track for 20 or more launches by this year's end.\n\nThese missions are a great showcase of how quickly we can turn around launches as they\nmanifest demands. With the infrastructure, production, and capability to place and support a\nlaunch a week, as the demand for small dedicated launch continues to expand. Beyond Electron's\nproven heritage as America's most frequently launched small rocket, international space\nagencies are coming to rely on it for access to orbit as well. We signed our first direct launch\ncontract with the European Space Agency this quarter to launch a pair of satellites for the\ncontinent's future navigation constellation before the end of this year.\n\nThe mission urgency stems from ESA's need to meet spectrum requirements by early '26. But\nwith few domestic rides to space available for them, Electron is stepping up to the task of\nresponsive launch. It's a similar situation faced by another sovereign space agency that came\ncalling for Electron 2. I can't quite reveal the full details of those missions yet, but it's fuel on the\nfire to Electron's international expansion and leadership as a smaller -- in the smaller market\nglobally.\n\nNow, to cap off the list of space agency launch contracts, we secured another NASA mission on\nElectron for launch early 2026. Time and time again, we've proven Electron to be the premier\nsmall launcher for NASA science missions, and we're looking forward to delivering the same\nprecise orbital deployments that they've come to expect.\n\nNow on to our Neutron update for the quarter. Let's start with a top-down view of where things\nstand today. We're building more than just our first rocket. We're laying the foundation for long\nterm sustainable program. We know that from experience that building the first one is hard, but\nbuilding the system that gets you to launch number 10 and 20 and beyond is much harder.\n\nMost of the capital of any rocket program goes into building out the infrastructure, and we\nbelieve we've got all the critical elements in place now. Our launch and test sites are substantially\ncomplete, recovery infrastructure is on track, the Archimedes engine manufacturing line is now\ncapable of knocking out an engine every 11 days, and we believe that we've scaled our\noperations to be ready to support -- to move into multiple flights a year after the first launch gets\noff the ground.\n\nOn the launch vehicle side, the teams are working literally day and night to get Neutron to the\npad. We're in a good spot with lots of core elements like the Hungry Hippo fairing, major\nstructures, second stage engine qualification, et cetera. It's a green tech for Stage 2 flight\nhardware and its qualification program, the brains of the rocket, like the flight computer and G&C,\nare ready for flight. So lots of green across the vehicle as you'd expect.\n\u00a9 COPYRIGHT 2024, BLOOMBE RG LP. All r igh ts r es er ved. An y r epr odu ction , r edis tr ibu tion or r etr an s m is s ion is expr es s ly pr oh ibited.\nPr in ted on 11-13-2025 Page 4 of 23\n\fCase 2:25-cv-01733-GW-KES                                       Document 88-3                       Filed 02/16/26                    Page 6 of 24 Page ID\nFINAL TRANSCRIPT                                                                                                                                              2025-08-07\n                                                                       #:2005\nRocket Lab Corp (RKLB US Equity)\n\n\n\n\nThere's been lots of action on the regulatory approvals front as well, and we've been grounded\nour FCC license for Neutron's first launch, and the FAA has accepted our launch license\napplication that puts us on track for a launch license to fly from Launch Complex 3 by the end of\nthe year. We've also had the critical agreements in place to transport flight hardware to the\nlaunch site on Wallops Island. You've likely seen a bit of activity on that front around expanding\nour operations and dredging in the channel. But these are improvements -- these improvements\nare related to increasing operational flexibility as launch cadence ramps up, it's not a gate to\nNeutron's debut.\n\nImportantly, the schedule is not sequential. Everything is happening in parallel, and a lot of the\nprogress markers that are underway or still pending are probably going to stay that way up until\njust before we launch. There are still some risks to retire, like propulsion and full integration of\nStage 1 testing, which we're taking our time on to make sure we're successful, and when the\nrocket is on the launch pad. But over the next few slides, I'll take you through the latest\nengineering updates and lay out the current expectations for the next few months ahead.\n\nFirst up, an exciting moment on the path to launch. Neutron's flight hardware is on its way to the\nlaunch site. Over the past couple of months, we've put the second stage through many, many\ntests to validate its readiness for launch. Having completed its critical testing phase, it's headed\nto the Launch Complex 3 for final integration in preparation for stage testing at Wallops Island.\nThe large structures that make up the first stage, like propellant tanks and thrust structures, are\nexpected to be on the test stands before they are shipped out to the launch site shortly. Once\nthey have completed the major structural test, they will progress into final integration and stage\ntesting.\n\nAs we move out of R&D into production for the next rockets in our fleet, our factories are all\nhumming. We've automated the production of the largest composite rocket structures in history\nwith our 90-ton AFP [ph] machine that we installed there last year. We're pulling flight parts off\nthe machine now for the Stage 1 barrels and propellant domes and allows us to scale efficiently.\nAnd we've made long lead commitments for manufacturing equipment that puts us in good\nplace to build three vehicles next year.\n\nFor Archimedes, engine testing is accelerating and this is the most crucial and time-consuming\naspect of any rocket development program, and always the longest pole in the tent. We're\nrunning the engine to full mission duration and the operational test cadence is heading up to\nthree or four hotfires a day now, seven days a week as we work diligently through all the engine\nqualification program. In between hotfires, the team is making improvements and iterating on the\ndesign quickly and then getting right back into the next engine test fire and on the stand. We\nexpect these tweaks to all the way up to Neutron's debut launch in the environment. For those\nwho are interested, take a look at the latest mission duration hotfire video we just shared.\n\nMoving on to Launch Complex 3, I'm pleased to say that we have an official date for the site\nopening later this month. The team in Virginia is well and truly into launch pad activation where we\nclose out the final construction activities, the (inaudible) system was activated last quarter and\nnow the team is meticulously making their way through system-by-system to prepare for static\nfire operations on the launch mount once the flight hardware arrives.\n\nLaunch Complex 3 is set to be a hugely important national asset. There's a spaceport bottleneck\nat the other federal sites right now and that shows how important launch site diversity really is.\nNational security must take priority and with Neutron onboarded to the NSSL program earlier this\nyear, the a rocket will be the first to fly for NSSL out of Virginia when we pick up missions under\nthat contract.\n\n\u00a9 COPYRIGHT 2024, BLOOMBE RG LP. All r igh ts r es er ved. An y r epr odu ction , r edis tr ibu tion or r etr an s m is s ion is expr es s ly pr oh ibited.\nPr in ted on 11-13-2025 Page 5 of 23\n\fCase 2:25-cv-01733-GW-KES                                       Document 88-3                       Filed 02/16/26                    Page 7 of 24 Page ID\nFINAL TRANSCRIPT                                                                                                                                              2025-08-07\n                                                                       #:2006\nRocket Lab Corp (RKLB US Equity)\n\n\n\n\nWe'll be cutting the ribbon for Launch Complex 3 on August 28th. We're also opening up a\nlimited number of spaces for retail shareholders to join us on Wallace Islands. So I encourage\nanybody who is interested to check out the details on our website. All in all, we continue to push\nextremely hard for end-for-year launch. We're continuing to run a green light schedule with\nNeutron, which means every single thing needs to go to plan for their schedule to hold. But also\nwant to stress that we're not going to rush and take stupid risks to get a launch Neutron before\nit's ready.\n\nIn the context of the life-cycle of the vehicle in the program, a couple of months here or there is\ncompletely irrelevant. What's really important is performance, reliability, scalability right from the\nget-go and there'll be no cutting corners here to just rush to the pad for an arbitrary deadline. I\nthink everybody has heard me say it before. In fact, I'm a little bit infamous for it now. I'm not built\nto bow chest.\n\nSo with that, I'll hand it off to Adam, he can run through the financial highlights for the quarter.\n\nAdam Spice {BIO 16552299 <GO>}\nGreat. Thanks, Pete. Second quarter 2025 revenue was a record $144.5 million, which was above\nthe high end of our prior guidance range and reflects significant year-over-year growth of 36%,\ndriven by strong contribution from both business segments. Second quarter revenue increased\n17.9% sequentially.\n\nOur Space Systems segment delivered $97.9 million in the quarter, reflecting a sequential\nincrease of 12.5%, driven by increased contribution from each of our satellite components\nbusinesses. Our Launch services segment delivered revenue of $46.6 million, reflecting an\nincrease of 31.1% quarter-on-quarter.\n\nNow turning to gross margin. GAAP gross margin for the second quarter was 32.1%, above our\nprior guidance range of 30% to 32%. Non-GAAP gross margin for the second quarter was 36.9%,\nwhich was also above our guidance range of 34% to 36%. The sequential increase in gross\nmargins is primarily due to an increase in Electron ASP paired with favorable mix within our Space\nSystems business, driven by increased contribution from our higher-margin component sales.\nRelatedly, we ended Q2 with a production-related headcount of 1,150, up 62 from the prior\nquarter.\n\nTurning to the backlog. We ended Q2 2025 with approximately $1 billion in total backlog, with\nlaunch backlog representing approximately 41% of this and Space Systems 59%. In the quarter,\nlaunch backlog continued to take increasing share with promising underlying trends as we convert\na very strong pipeline of Neutron, Electron, and HASTE opportunities.\n\nSpace Systems bookings remain lumpy given the timing of increasingly larger needle-moving\ncustomer and program opportunities, but remains at a healthy level despite a step-up in revenue\nrun-rate for the past few quarters. Upon the anticipated near-term closing of the Geost\nacquisition and given an increased line-of-sight to the Mynaric acquisition closing, the composition\nof backlog will likely skew a bit back in favor of Space Systems and further underpin incremental\nfuture growth.\n\nWe continue to cultivate a healthy pipeline with multi-launch deals and large satellite\nmanufacturing contracts that as mentioned earlier can create lumpiness in backlog growth given\nthe size and complexity of these opportunities. We expect approximately 58% of current backlog\nto be recognized as revenues within 12 months, and we continue to get relatively quick turns\nbusiness that drive topline growth beyond the current 12-month backlog conversion.\n\n\u00a9 COPYRIGHT 2024, BLOOMBE RG LP. All r igh ts r es er ved. An y r epr odu ction , r edis tr ibu tion or r etr an s m is s ion is expr es s ly pr oh ibited.\nPr in ted on 11-13-2025 Page 6 of 23\n\fCase 2:25-cv-01733-GW-KES                                       Document 88-3                       Filed 02/16/26                    Page 8 of 24 Page ID\nFINAL TRANSCRIPT                                                                                                                                              2025-08-07\n                                                                       #:2007\nRocket Lab Corp (RKLB US Equity)\n\n\n\n\nTurning to operating expenses. GAAP operating expenses for the second quarter of 2025 were\n$106 million, above our guidance range of $96 million to $98 million. Non-GAAP operating\nexpenses for the first quarter were $86.9 million, which was also above our guidance range of\n$82 million to $84 million.\n\nThe sequential increases in both GAAP and non-GAAP operating expenses were primarily driven\nby continued growth in prototype and headcount-related spending to support our Neutron\ndevelopment program. Specifically, investment has increased to support propulsion as we\ncontinue to qualify Archimedes as well as production of mechanical and composite structures\nahead of Neutron's anticipated inaugural flight later this year.\n\nIn R&D specifically, GAAP expenses increased $11 million quarter-on-quarter due to ramping-up\nArchimedes production paired with increased expenses related to mechanical systems and\ncomposites as just mentioned. Non-GAAP R&D expenses were up $10.2 million quarter-on-\nquarter, driven similarly to the GAAP expenses. Q2 ending R&D headcount was 935, representing\nan increase of 12 for the prior quarter.\n\nIn SG&A, GAAP expenses increased $600,000 quarter-on-quarter due to an increase in non-\nrecurring transaction costs as we continue to advance a robust pipeline of M&A opportunities,\npartially offset by a step-down in stock-based compensation in the quarter. Non-GAAP SG&A\nexpenses decreased by $200,000 due primarily to a decrease in audit fees, partially offset by\nincreased legal expenses. We are encouraged by our ability to constrain SG&A spending as we\nlook to scale the business more efficiently at this point. Q2 ending SG&A headcount was 343,\nrepresenting an increase of 11 from the prior quarter. In summary, total second-quarter headcount\nwas 2,428, up 85 heads from the prior quarter.\n\nTurning to cash. Our purchases of property, equipment and capitalized software licenses were\n$32 million in the second quarter of 2025, an increase of $3.3 million from the $28.7 million in the\nfirst quarter as we finalized LC-3 construction activities, continue to invest in the engine test\nfacility at Stennis's, Mississippi and make initial investments into the fit-out of the return on\ninvestment cards.\n\nAs we continue to invest in Neutron development, testing and scaling production, we expect to\nmaintain elevated capital expenditures leading up to Neutron's first life. GAAP operating cash\nflow was a negative $23.2 million in the second quarter of 2025 compared to a negative $54.2\nmillion in the first quarter.\n\nThe sequential decline in negative GAAP operating cash flow of $31 million was driven primarily by\nincreased cash receipts from our SDA satellite program. Similar to the CapEx dynamics\nmentioned earlier, cash consumption will continue to be elevated due to Neutron development,\nlonger lead procurement for SDA, investment in subsequent Neutron tail production and related\ninfrastructure to scale the business beyond our initial test flight.\n\nOverall, non-GAAP free cash flow defined as GAAP operating free-cash flow -- sorry, defined as\nGAAP operating cash-flow, less purchases of property, equipment and capitalized software in the\nsecond quarter of 2025 was a use of $55.3 million compared to a use of $82.9 million in the first\nquarter.\n\nThe ending balance of cash, cash equivalents, restricted cash and marketable securities was $754\nmillion as of the end of the second quarter of 2025. The sequential increase in liquidity is due to\nthe at the market equity offering that we announced earlier in the year, which generated $300.8\nmillion in the second quarter, which in-part is intended to fund acquisitions such as the announced\n\n\u00a9 COPYRIGHT 2024, BLOOMBE RG LP. All r igh ts r es er ved. An y r epr odu ction , r edis tr ibu tion or r etr an s m is s ion is expr es s ly pr oh ibited.\nPr in ted on 11-13-2025 Page 7 of 23\n\fCase 2:25-cv-01733-GW-KES                                       Document 88-3                       Filed 02/16/26                    Page 9 of 24 Page ID\nFINAL TRANSCRIPT                                                                                                                                              2025-08-07\n                                                                       #:2008\nRocket Lab Corp (RKLB US Equity)\n\n\n\n\nMynaric acquisition, Geost acquisition and other targets in a robust M&A pipeline, along with\ngeneral corporate expenditures and working capital.\n\nWe exited Q2 in a strong position to execute on our organic expansion opportunities as well as\ninorganic options to further vertically integrate our supply chain and grow our strategic capabilities\nand expand our addressable market, consistent with what we have done successfully in the past.\n\nAdjusted EBITDA loss was $27.6 million in the second quarter of 2025, better than our guidance\nrange of a $28 million to $30 million loss. The sequential decrease of $2.4 million of adjusted\nEBITDA loss was driven by an increase in revenue paired with increased gross margin, partially\noffset by increased R&D expenses related to Neutron.\n\nWith that, let's turn to our guidance for the third quarter of 2025. We expect revenue in the third\nquarter to range between $145 million and $155 million. We expect a further uptick in both GAAP\nand non-GAAP gross margins in the third quarter, with GAAP gross margin to range between 35%\nto 37% and non-GAAP gross margin to range between 39% to 41%. These forecasted GAAP and\nnon-GAAP gross margins reflect improvement in launch ASP and overhead absorption.\n\nWe expect third quarter GAAP operating expenses to range between $104 million and $109\nmillion and non-GAAP operating expenses to range between $86 million and $91 million. These\nmodest quarter-on-quarter increases at the midpoint of our guidance are to be driven primarily\nby continued neutron development spending across staff costs, prototyping, and materials,\nthough the spend is beginning to shift from R&D to flight to inventory. I'm encouraged given the\nimpressive progress made towards Neutron's first flight that we're getting closer to moving\nbeyond the past few years of elevated R&D spend and on the path to generating future\nmeaningful operating leverage and positive cash flow.\n\nWe expect third quarter GAAP and non-GAAP net interest expense to be $1.3 million. We expect\nthird quarter adjusted EBITDA loss to range between $21 million and $23 million, and basic\nweighted average common shares outstanding to be approximately 528 million shares, which\nincludes convertible preferred shares of approximately 46 million. Lastly, consistent with last\nquarter, we believe negative non-GAAP free cash flow in the third quarter will remain at an\nelevated level, consistent with the prior couple of quarters, excluding any potential offsetting\neffects of financing under our existing equipment facility.\n\nAnd with that, we'll hand the call over to the operator for questions.\n\nQuestions And Answers\nOperator\nThank you. We will now begin the question-and-answer session (Operator Instructions) And\ntoday's first question comes from Michael Leshock with KeyBanc Capital Markets. Please\nproceed.\n\nQ - Michael Leshock {BIO 21660899 <GO>}\nHey, good afternoon. I wanted to ask on Neutron and specifically the Archimedes engine. I\nappreciate all the commentary there and around the Hot Fire tests. Where does Archimedes\nstand today in terms of performance? Are there any other performance metrics that you could\nshare from what you're seeing in those tests, and how -- is there a way to frame it? How close\nyou are relative to what is required for performance to power a Neutron flight?\n\n\n\u00a9 COPYRIGHT 2024, BLOOMBE RG LP. All r igh ts r es er ved. An y r epr odu ction , r edis tr ibu tion or r etr an s m is s ion is expr es s ly pr oh ibited.\nPr in ted on 11-13-2025 Page 8 of 23\n\f Case 2:25-cv-01733-GW-KES                                        Document 88-3 Filed 02/16/26                                          Page 10 of 24 Page\nFINAL TRANSCRIPT                                                                                                                                              2025-08-07\n                                                                       ID #:2009\nRocket Lab Corp (RKLB US Equity)\n\n\n\n\nA - Peter Beck {BIO 19686008 <GO>}\nYeah. Hi, Michael. Yeah. So from a performance perspective, we're very happy. One of the unique\nthings about a reusable launch vehicle is, you have a tremendous number of different\nenvironments the engine has to start and operate in. So, normally, you have an ascent profile\nwhere there's a couple of throttle points, and -- especially on a Stage 1, and it's a fairly simple\nthing. But of course, we have a re-entry burn and a landing burn, so you have to start the engine\nat different propellant temperatures, different head pressures, and all these kinds of things, so it\ncreates a much enlarged run box or set of conditions that you have to be able to operate the\nengine in. It's much more challenging to do. But from like a basic performance of the engine\nwhere -- we're very happy where it is, and it's like I say it's just a much more complicated\nqualification program to get through because you're qualifying ascent and descent at the same\ntime.\n\nQ - Michael Leshock {BIO 21660899 <GO>}\nGreat. And then shifting to a longer-term question. You've talked about a satellite constellation\npotentially being a long-term opportunity for the company. How close are you to begin working\non a constellation of your own? We saw the release of satellite earlier this year, and the focus of it\ndesigned to scale. Is Rocket Lab constellation something that is being developed or talked about\ntoday, or is it more likely a longer-term opportunity, maybe five or more years down the road?\nThanks.\n\nA - Peter Beck {BIO 19686008 <GO>}\nYeah. Sure. So, we've always -- as you pointed out, we've always made our ambitions clear here,\nand we think that is the power of being an end-to-end space company. When you have the ability\nto build whatever satellite you need and launch it at will, it's a very powerful position to be in.\nHowever, I'm also very aware of entrepreneurial drift where someone doesn't finish one thing\nbefore they start the next.\n\nAnd while we've been methodically building all of the capabilities and vertically integrating all the\nsatellite components and whatnot, we need to be able to do exactly what we want to do until\nNeutron is finished and flying, that's a key element of being able to deploy a disruptive\ninfrastructure of satellites. So, I wouldn't expect any huge announcements from us on\nconstellations until the big piece of the puzzle, which is Neutron, starts to absorb least of their\nfocus.\n\nQ - Michael Leshock {BIO 21660899 <GO>}\nGreat. I appreciate all the details. Thank you, guys.\n\nOperator\nAnd our next question is from Erik Rasmussen with Stifel. Please proceed.\n\nQ - Erik Rasmussen {BIO 18961011 <GO>}\nYeah. Thanks for taking the questions, and great to hear all the progress. And I'm happy to hear\nthe noise around the dredging. It seems like there's not really an issue in the near term of getting\nto your schedule. Just wanted to ask about backlog, and I think a lot of this is continued upon the\nSDA right now. I know you've also talked about the Golden Dome, but it looks like Tranche 3.\nMaybe just -- if you could just update us on what your thinking is around potential timing around\n\n\u00a9 COPYRIGHT 2024, BLOOMBE RG LP. All r igh ts r es er ved. An y r epr odu ction , r edis tr ibu tion or r etr an s m is s ion is expr es s ly pr oh ibited.\nPr in ted on 11-13-2025 Page 9 of 23\n\f Case 2:25-cv-01733-GW-KES                                        Document 88-3 Filed 02/16/26                                          Page 11 of 24 Page\nFINAL TRANSCRIPT                                                                                                                                              2025-08-07\n                                                                       ID #:2010\nRocket Lab Corp (RKLB US Equity)\n\n\n\n\nthe RFP process, where Rocket Lab will compete? And at what -- and then, I guess, with this -- in\nthe vein of sort of the backlog, at what point will you start to include Neutron into the backlog?\n\nA - Peter Beck {BIO 19686008 <GO>}\nHey, Erik, I'll answer some of those, and I'll let Adam answer some of those as well. But more\ngenerally in backlog, the kind of things that we're chasing now are really large programs, so by\nnature, these programs are pretty lumpy. SDA is a great example. I think we've put ourselves in a\nvery strong position. We're executing against our current SDA contract very strongly. And you've\nseen us acquire things like Geost that put us in a very strong position to provide solutions that are\nnot plagued by delays and things like that, and also our recent pending acquisitions of things like\nMynaric, which are one of the key elements in the SDA program.\n\nSo I believe the timing of the announcement is somewhere between September and October for\nthe Tranche 3. It's always a little bit opaque as they work -- as the SDA works through those\nawards, but that's sort of a similar timeframe. But at any one point, we're working very large\nproposals, both government and commercial, and just by their very nature, they take a little bit\nlonger to solidify. But I'll let Adam maybe, if you've got any comments on backlog.\n\nA - Adam Spice {BIO 16552299 <GO>}\nYeah. No, I think, Pete, I think you hit it right. Look, we've got diversity in the things that we're\nchasing. It's easy to focus on something like SDA Tranche 3 because it's kind of big shiny object,\nand a lot of people are actually chasing, but we've got a lot of diversity in the things that we're\ngoing after. And to your question on Neutron's influence on backlog, we do have three missions\nof Neutron in the backlog today. Those were added over the last few quarters.\n\nAnd I would say that, of course, we expect after a successful flight of Neurton that we -- that will\nstart to gain a lot more momentum because as you can imagine, launch customers are -- they're\nbetting a lot when they choose a launch vehicle and it's a long-term choice and there are limited\nchoices out there today. So everyone is being very careful about what they do. So we do expect\nthat demand to be kind of unleashed, if you will, once we have a successful test launch.\n\nI would say that the -- if you look across all of our businesses -- and again, we're starting to see\nthe diversity benefits where if you look at the opportunities we're chasing across our subsystems\nbusiness across Electron, both commercial, government, HASTE variants, we're seeing strong\ndemand across all of them, so it's just a matter of kind of converging. And if you look at the trend\nof backlog over the last year, actually launch has been the bright spot, right? We had a huge step-\nup when we put the FDA Tranche 2 award into backlog. And then basically been working against\nthat as we recognize some of that revenue and then launches continue to build in the backlog.\nAnd that is -- that's going to continue to be -- we believe to be the case once Neutron kind of\ngets past that next big milestone or achievement of initial launch.\n\nQ - Erik Rasmussen {BIO 18961011 <GO>}\nGreat. Maybe just sticking with launch and Electron, you already did 11. It sounds like you have the\n12th one coming up pretty soon, your 70th launch. What would you say the mix between your\ntraditional Electron launches and maybe HASTE missions in the back-half of the year? What does\nthat look like?\n\nA - Adam Spice {BIO 16552299 <GO>}\n\n\n\u00a9 COPYRIGHT 2024, BLOOMBE RG LP. All r igh ts r es er ved. An y r epr odu ction , r edis tr ibu tion or r etr an s m is s ion is expr es s ly pr oh ibited.\nPr in ted on 11-13-2025 Page 10 of 23\n\f Case 2:25-cv-01733-GW-KES                                        Document 88-3 Filed 02/16/26                                          Page 12 of 24 Page\nFINAL TRANSCRIPT                                                                                                                                              2025-08-07\n                                                                       ID #:2011\nRocket Lab Corp (RKLB US Equity)\n\n\n\n\nYeah. So if you look in our backlog right now, if you look at the mix, we're expecting about -- I\nthink it's three of the remaining launches this year will be HASTE missions. So as Pete talked\nabout, we're on path to do at least 20, hopefully more than 20 launches this year, which will be\nnice growth off 2024. And so we haven't had any HASTE launches yet this year. So we're looking\nat roughly three launches and all of them in the back half of the year.\n\nQ - Erik Rasmussen {BIO 18961011 <GO>}\nGreat. Maybe just my final, and that's on Neutron. And I'm just trying to sort of parse through\nsome of the words that Peter had mentioned in terms of cadence, I think previously we were\nexpecting the first test launch, so you have more of the 135 launch cadence for the first few\nyears. But given the strong demand signals towards the launch and then maybe just if I'm reading\nright, is it possible that that's something that you can accelerate or what does that look like? Are\nwe still sort of targeting that 135? Thank you.\n\nA - Adam Spice {BIO 16552299 <GO>}\nYeah. Eric. I mean I get -- I get written every day on that question. The reality is it just takes time to\nroll in the learnings between flights. And so we proved with Electron that was the right kind of\nscale-up cadence. And if you look historically across rocket programs, that's even pretty\naggressive. So we'll stick with that 135 and look who knows, but at the moment from where we\nare in the program that feels like the right kind of place to target everything.\n\nQ - Erik Rasmussen {BIO 18961011 <GO>}\nThanks. Good luck.\n\nOperator\nAnd the next question is from Andres Sheppard with Credit Suisse. Please proceed.\n\nQ - Andres Sheppard {BIO 21274565 <GO>}\nHey, guys. Andres here from Cantor Fitzgerald, not sure what that was. Hey, Pete. Hey, Adam and\nhey, Patrick. Congrats on the quarter and all the great success. I'll limit myself to two questions\njust to be respectful to all the other analysts, maybe one on Space systems and one on launch\nsystems.\n\nOn the Space systems, Adam, I'm wondering, if you could maybe remind us kind of what does\nthe revenue recognition look like for the FDA Tranche 2 award both for this year and for next\nyear? And I know you mentioned obviously you're exploring several opportunities, but just to\ncome back to FDA Tranche 3, if I'm not mistaken, right, that could potentially be the largest\ncontract in company history. And so how would you characterize maybe the likelihood of success\nthere? Thank you.\n\nA - Peter Beck {BIO 19686008 <GO>}\nYeah, I can comment on kind of the rev-rec generally for the SDA program Tranche 2 transport\nthat we have that we're executing again. So these programs typically -- the award was, I believe\nin late 2023. And so you get -- typically when the program kicks off, you're doing a lot of the kind\nof initial finalizing the design and so forth. So where you really experience the meat of the\nrevenue recognition is when you're actually starting to take possession of the bill of materials to\nbuild the satellites with. So right now, as Pete mentioned, that's we're kind of getting in now to\n\n\n\u00a9 COPYRIGHT 2024, BLOOMBE RG LP. All r igh ts r es er ved. An y r epr odu ction , r edis tr ibu tion or r etr an s m is s ion is expr es s ly pr oh ibited.\nPr in ted on 11-13-2025 Page 11 of 23\n\f Case 2:25-cv-01733-GW-KES                                        Document 88-3 Filed 02/16/26                                          Page 13 of 24 Page\nFINAL TRANSCRIPT                                                                                                                                              2025-08-07\n                                                                       ID #:2012\nRocket Lab Corp (RKLB US Equity)\n\n\n\n\nthat sweet-spot where we're going to full scale production of those vehicles. So we're going to\nsee a ramp-in spending -- sorry, a ramp-in spending and a ramp-in rev-rec resultingly from that.\n\nSo I think that you should expect that revenue will be pretty, I would say, evenly balanced\nbetween the second and the third year of the program with 2025 being the second year in reality\nand next year is kind of the third year and then it will tail off. So you have kind of tails on either\nend with most of the revenue recognition in '25 and '26.\n\nI mean, just if you want to just think broad strokes for contribution in 2025, it's probably, if you\nwant to think in the order of kind of $150 million to $200 million is the right range to be in. And\nthen again, that should look somewhat similar in 2026, assuming that we continue to execute like\nwe have. And then if you -- look at SDA tranche 3 tracking, should we be fortunate enough to win\nthat program? As you said, it would be the biggest program by a significant margin that the\ncompany has earned to date. And it will have a similar profile. I mean, there's a chance that there\ncould be some revenue recognized early in the program, even as early as some of it later this\nyear. And then you'd have kind of the buildup where 2026 would look for that program would\nlook probably like 2024-ish look for SDA and then you'll have that again probably 80% of the\nrevenue being recognized within the middle two years of the four-year program. So that's\nprobably the best guidance I can give to you right now on that.\n\nQ - Andres Sheppard {BIO 21274565 <GO>}\nGot it. That's super helpful. Thanks, Adam. And just maybe a quick follow-up, if I may, maybe one\nfor Pete on the launch systems. After we're getting closer and closer to Neutron, I'm curious if\nyou're seeing perhaps an uptick from customer demand or prospective customer demand for\nfuture flights. Obviously, you have the track record, the heritage from the Electron and HASTE,\nNeutron still coming up. But given the -- what do we want to call it, the conflicts between the\nadministration and SpaceX management team, just curious if you've seen perhaps an uptick in\ninterest for Neutron -- for future Neutron missions and any color there since Neutron essentially\nwill be the only viable alternative to the Falcon 9, right? So just curious on what you're seeing.\nThank you.\n\nA - Peter Beck {BIO 19686008 <GO>}\nYeah, thanks, Andres. Well, I mean, look, I think it's -- the market does need a competitor to the\nFalcon 9. I think that was very clear and that was presented to us both from our commercial\ncustomers and our government customers. So there's a lot of anticipation and pent-up demand\nfor that vehicle to come to market. And that continues to increase all the time, not just from sort\nof political events or geopolitical events, but also from just large programs being added, things\nlike the Golden Dome, I mean that is going to be one of the largest DoD programs in the\ncountry's history. And they're all spacecraft in space and they all need to get there.\n\nSo yeah, no, we're seeing growing demand and also, I think it's fair to say realization there that\nsorting out from the real players, from the players that are less likely to be able to provide.\n\nQ - Andres Sheppard {BIO 21274565 <GO>}\nExcellent. Thank you so much, both. Congrats again on the quarter. I'll pass it on.\n\nOperator\nThe next question is from Ron Epstein with Bank of America. Please proceed.\n\n\n\u00a9 COPYRIGHT 2024, BLOOMBE RG LP. All r igh ts r es er ved. An y r epr odu ction , r edis tr ibu tion or r etr an s m is s ion is expr es s ly pr oh ibited.\nPr in ted on 11-13-2025 Page 12 of 23\n\f Case 2:25-cv-01733-GW-KES                                        Document 88-3 Filed 02/16/26                                          Page 14 of 24 Page\nFINAL TRANSCRIPT                                                                                                                                              2025-08-07\n                                                                       ID #:2013\nRocket Lab Corp (RKLB US Equity)\n\n\n\n\nQ - Ronald Epstein {BIO 4430430 <GO>}\nYeah. Hey, good afternoon, guys. So, Pete, just maybe broadly, when we think about the first\nlaunch of Neutron, for you, I mean just to kind of level-set, what would a successful launch be?\n\nA - Peter Beck {BIO 19686008 <GO>}\nYeah, hey, Ron. Well, you're not going to hear some rubbish about just clearing the pad as a\nsuccess. That's not. For us, the successful launch of Electron will be successfully getting to orbit\nand making sure the vehicle is ready to scale. I think you saw us come out of the gate with\nElectron going to orbit and then straight away three missions after that successfully delivering\ncustomers to orbit. So that will be the definition of success. And the bit that we'll be a little bit\nmore flexible on is obviously the re-entry and soft landing of the first vehicle. There's a lot to\nlearn there.\n\nWe think we've got a good head-start, but that's the bit that as always requires a bit of iteration.\nSo, like I say, we'll declare success when we're in orbit. And if we don't soft splash down on the\nfirst flight, I think there's a little bit of tolerance there to learning, but apart from that...\n\nQ - Ronald Epstein {BIO 4430430 <GO>}\nGot you. Thank you for that. And then, Adam, maybe what drove the strong Electron ASP in the\nquarter? And is that a reasonable way to think about Electron pricing going forward?\n\nA - Adam Spice {BIO 16552299 <GO>}\nYeah. Well, we've been -- well, there's a few things to drive that, but probably the most, I would\nsay dominant force would be the mix of HASTE in the manifest. So as we've talked about, we --\nthe HASTE missions require very unique, I'd say, mission assurance and other things, the vehicles\nare unique and so forth. So that makes sense that the ASP would be significantly higher. But it's\nreally driven primarily by that. I'd say, overall, if you look at commercial HASTE -- commercial\nElectron, those trend have been trending up nicely as well.\n\nSo we really had -- we benefited from the fact that we've got customers coming back and they're\ndoing bulk buys of Electrons and significantly higher ASPs than we've seen in the past. If you were\nto rewind the clock two or three years ago, we would get customers coming that wanted to buy\nbulk buys, but they were wanting a significant discount to do that. And so in order for us to build\nthe manifest and be able to kind of continue to drive the market, we did that. And I think now\nwe're in a position where we really don't have to accept any significant discounts, and we're\ngetting bulk buys.\n\nAnd I think part of the strength as well is we're getting a lot of support, as Pete mentioned in his\ncomments, from the international community. Sovereign countries are coming forward with strong\ndemand, and I think that it's a testament to the fact that execution in this market is so, so, so\ndifficult. A lot of people can talk about it, they can put spec sheets on web pages and whatever\nelse, and payload user guides, but at the end of the day, we're the only one that has had 69\nlaunches of a small dedicated launcher, and I think right now, we're benefiting from all of that hard\nwork and execution. And so we really don't have the distraction of people kind of doing some\nfalse pricing in the market to put pressure. I mean, now it's pretty clear that execution is key, and\nyou got to pay for execution.\n\nQ - Ronald Epstein {BIO 4430430 <GO>}\n\n\u00a9 COPYRIGHT 2024, BLOOMBE RG LP. All r igh ts r es er ved. An y r epr odu ction , r edis tr ibu tion or r etr an s m is s ion is expr es s ly pr oh ibited.\nPr in ted on 11-13-2025 Page 13 of 23\n\f Case 2:25-cv-01733-GW-KES                                        Document 88-3 Filed 02/16/26                                          Page 15 of 24 Page\nFINAL TRANSCRIPT                                                                                                                                              2025-08-07\n                                                                       ID #:2014\nRocket Lab Corp (RKLB US Equity)\n\n\n\n\nGot you. Got you. Got you. And then that's actually a nice segue into my last question. When we\nthink about the Mynaric acquisition and Electron adding in the European Space Agency, what do\nyou see as potential -- is there a potential European national security opportunity for you guys in\nspace?\n\nA - Peter Beck {BIO 19686008 <GO>}\nYeah, Ron, I think if you look outside the US, what is the next biggest market in space, and it's\nEurope, and you'd be a full knot to be in there. So, Mynaric is a kind of stepping point in, and as\nyou've seen -- obviously, as you point out, the European Space Agency contracts, we will continue\nto expand into Europe, and we have a lot of unique capabilities that only reside with us, so we'll\nlook to apply those.\n\nQ - Ronald Epstein {BIO 4430430 <GO>}\nGot it. All right. Thank you.\n\nOperator\nOur next question comes from Edison Yu with Deutsche Bank. Please proceed.\n\nQ - Edison Yu {BIO 20835763 <GO>}\nHey, good afternoon. Thank you for taking our questions. Wanted to ask, I think probably for Pete,\nyour latest thoughts on orbital transfer vehicles, space tugs. I know there was a bit of a craze\nseveral years back in (inaudible) that kind of flamed out a bit, but now it seems there's a lot of\nofferings coming to market, maybe trying to go farther away, bigger, and so is that an area of\ninterest to you? I know you have the kick stage, but would you try to kind of tackle that more\ndirectly or more broadly going forward?\n\nA - Peter Beck {BIO 19686008 <GO>}\nYeah. It's a good question. I've never really understood the business opportunity and the\nbusiness case for those because you start off with a relatively cheap ride share and you end up\nwith a really expensive delivery. So as you point out, we have had a couple of starts. So, look, if it\nturns into being a real market, it's completely elementary for us to go after it. I mean, we operate\na kick stage on the top of Electron essentially, and all the components to be able to do it we\nhave. So, if it turns out to be a real market and a real opportunity, the time that it would take us to\ndeliver a product to market would be extremely short. But at the moment, I just don't see it worth\ninvesting in.\n\nQ - Edison Yu {BIO 20835763 <GO>}\nAnd then on Electron, I wanted to ask about the TAM. In the context of -- you have this big slide\nobviously on Golden Dome, hypersonics. Historically, I think the TAM, maybe, call it, 30-plus\nlaunches, do we think that the TAM now for Electron could be much, much bigger than that, like\n50, 60 launches going forward, or at some point in the future?\n\nA - Peter Beck {BIO 19686008 <GO>}\nWell, you're talking to a conservative engineer by nature, Edison, so it's hard for me to get too\nbullish. But if you just look at some of the programs like the Golden Dome, the amount of testing\nthat's going to require and the amount of suborbital kind of hypersonic missile simulants that\nyou're going to need to deploy to be able to validate that system, there's a pretty significant\n\u00a9 COPYRIGHT 2024, BLOOMBE RG LP. All r igh ts r es er ved. An y r epr odu ction , r edis tr ibu tion or r etr an s m is s ion is expr es s ly pr oh ibited.\nPr in ted on 11-13-2025 Page 14 of 23\n\f Case 2:25-cv-01733-GW-KES                                        Document 88-3 Filed 02/16/26                                          Page 16 of 24 Page\nFINAL TRANSCRIPT                                                                                                                                              2025-08-07\n                                                                       ID #:2015\nRocket Lab Corp (RKLB US Equity)\n\n\n\n\nnumber there that would be required. So, on HASTE alone, I think we're expecting that to\ncontinue to grow.\n\nBut year upon year, the TAM continues to grow, and the exciting thing is that Electron is helping to\ncreate and open up that TAM. We see a lot of satellites these days that are made specifically to\njust fit on Electron, envelope its environment, and it is enabling a lot of stuff. So I think we\ncontinue to see the TAM expand, and I think I don't see any sign of that decreasing in the future.\n\nQ - Edison Yu {BIO 20835763 <GO>}\nGreat. If I could just sneak one housekeeping one on Geost. Any color on how much revenue that\ncould potentially bring in after it closes, and what kind of growth profile or Black haul that has\ngoing forward? Thanks.\n\nA - Adam Spice {BIO 16552299 <GO>}\nYeah, I'll take that one. Look, we can't really say too much about it. It's still a pending acquisition.\nAs Pete mentioned, we got through the antitrust review, which is great. And I think the close\nshould be imminent, but we'll hold back any comments and color on that business until we\nactually own it, if you don't mind.\n\nQ - Edison Yu {BIO 20835763 <GO>}\nTotally understood. Thank you.\n\nOperator\nThe next question is from Jeff Van Rhee. with Craig-Hallum. Please proceed.\n\nQ - Jeff Van Rhee {BIO 3371983 <GO>}\nGreat. Thanks for taking the questions. I guess, Peter, on Space Systems, when you kind of flesh it\nout in your mind what you envision Space Systems ultimately being, what percent of the way to\nyour vision are we in terms of the capabilities that segment currently has?\n\nA - Peter Beck {BIO 19686008 <GO>}\nYeah. Jeff, great question. So the toolbox is looking pretty full actually, so from purely like a nuts\nand bolts component level, the Mynaric optical terminals are an important one, and the vast\nmajority of stuff is kind of -- has kind of come into focus. We will see us spend a lot more time\nnow on payloads, and Geost was the first kind of beginning to that, and that really shifts you from\nbeing able to provide just a satellite bus to be able to provide a complete thing. So, yeah, the\nnuts and bolts, I'd say, we're largely done. There will still be a little add-ons we want to do, but\nour focus will be on payloads and really rounding out the system.\n\nQ - Jeff Van Rhee {BIO 3371983 <GO>}\nYeah. Helpful. And Adam, on the margins as it relates to space systems, just correct me if I'm\nwrong, I think 40% was the target there. You've made some really good progress. Is 40% still the\nright number? And any sense of a timeline or sense of scope that it might take to get to that\n40%?\n\nA - Adam Spice {BIO 16552299 <GO>}\n\n\u00a9 COPYRIGHT 2024, BLOOMBE RG LP. All r igh ts r es er ved. An y r epr odu ction , r edis tr ibu tion or r etr an s m is s ion is expr es s ly pr oh ibited.\nPr in ted on 11-13-2025 Page 15 of 23\n\f Case 2:25-cv-01733-GW-KES                                        Document 88-3 Filed 02/16/26                                          Page 17 of 24 Page\nFINAL TRANSCRIPT                                                                                                                                              2025-08-07\n                                                                       ID #:2016\nRocket Lab Corp (RKLB US Equity)\n\n\n\n\nYeah. There's a pretty wide mix, I would say, of margin profiles within our Space Systems\nbusiness. If you think about the margins on putting together a full turnkey platform solution, they\ntend to be lower. If you think about those margins kind of -- if you want to think about our ranges\nin the 20s to 30s, but they have good scale with them because of the size of the contracts that\nare involved. And actually, those are much better margins than most other people would expect\nto achieve, and that's because we were so vertically integrated.\n\nNow, when you look at the subsystems, we also have a very wide range there. We have some\nproducts where the margins are in the 20s, but we have some more margins well north of 60\npoints. So if you look at our blended average for, I would say, the overall space systems between\nthe waiting -- and right now, it's kind of split evenly between subsystems and platforms, and as\nwe start to mix in applications, we will get even -- it will get different in a good way. You should\nthink about 40%, we're not that far, actually from that target.\n\nSo I think our target was probably set a little bit on the modest side. But if you think of 40 points\nto 45 points kind of as the real target for margins, I think that's probably a pretty good place to\nbe. And that can be pretty good as far as contribution to the bottom-line, because there's not a\nlot of R&D that goes into those businesses, right? A lot of it is customer-funded R&D. So when\nyou look at the contribution margin, it's very, very healthy. So again, I think that, yeah, we've been\n-- we set the bar. We like to kind of set expectations low and kind of over-deliver to those, and I\nthink that we're on the path to the same thing with our Space Systems business when it comes to\nmargins.\n\nQ - Jeff Van Rhee {BIO 3371983 <GO>}\nYeah. Very helpful. Maybe last from me. Peter, you mentioned production, and I missed a little bit\nof it. But on Neutron, obviously, you're spending a lot of time building scale manufacturing\ncapabilities. Just where are you in terms of neutrons now in terms of how many are you initially\nbuilding? And what is the manufacturing capacity that you're putting up to give us a glimpse in\nterms of how you're thinking in number of ships this year, next year, year after?\n\nA - Peter Beck {BIO 19686008 <GO>}\nYeah, sure, sure. So, some areas are at a high production rate like engines, we're pushing for 11 --\none engine every 11 days, and it's kind of -- because it's a reusable launch vehicle program, the\nwhole production cycle is literally turned upside down, so we need the most number of vehicles\nin production at the start of the program rather than ramping and scaling as you go along. So as\nwe talked about, there's multiple vehicles that we're building even now. And a Stage 1 can be\nreused 10, 20 times. So you're not -- actually every year not building that many Stage 1s. So the\nmost amount of Stage 1s we'll ever build is probably year two or three.\n\nAnd of course, the Stage 2 is expendable, but that's been highly refined for a very, very quick\nproduction and low cost right. So yeah, I mean, as I said before, sort of three Stage 1s is next year\nis the right way to think about it.\n\nQ - Jeff Van Rhee {BIO 3371983 <GO>}\nThree Stage 1s. Got it. Okay. Thanks so much.\n\nOperator\nOur next question is from Andre Madrid with BTIG. Please proceed.\n\n\n\u00a9 COPYRIGHT 2024, BLOOMBE RG LP. All r igh ts r es er ved. An y r epr odu ction , r edis tr ibu tion or r etr an s m is s ion is expr es s ly pr oh ibited.\nPr in ted on 11-13-2025 Page 16 of 23\n\f Case 2:25-cv-01733-GW-KES                                        Document 88-3 Filed 02/16/26                                          Page 18 of 24 Page\nFINAL TRANSCRIPT                                                                                                                                              2025-08-07\n                                                                       ID #:2017\nRocket Lab Corp (RKLB US Equity)\n\n\n\n\nQ - Ned Morgan {BIO 24386860 <GO>}\nHey, this is Ned Morgan on for Andre today. Thank you for taking the question. I was just\nwondering, I've seen a lot of partnerships lately in support of Golden Dome and I was just\nwondering if you guys are looking at doing something similar as opposed to doing any M&A?\n\nA - Peter Beck {BIO 19686008 <GO>}\nYeah, it's good question, Ned. The reality is that we are very, very vertically-integrated and\nthere's still obviously pieces of technology that we partner with as we've shown on the SDA\nprogram. But I guess it's probably slightly less of a need for us to -- given -- like I say, given our\nvertical integration and just the breadth of stuff that we've got, we don't need to partner with\nthat many people to deliver a solution.\n\nQ - Ned Morgan {BIO 24386860 <GO>}\nOkay. Makes sense. And then maybe one more from me. Regarding Tranche 3, how different\nwould the upside look if you guys are selected as a prime versus a sub through, for example,\nGeost?\n\nA - Peter Beck {BIO 19686008 <GO>}\nHow do you -- how do you mean the upside need? What do you mean by that?\n\nQ - Ned Morgan {BIO 24386860 <GO>}\nIf you guys are selected as a prime, I would imagine revenue contribution would be significantly\nmore than as a sub through Geost's prior bid. So I was just wondering how things would look.\n\nA - Adam Spice {BIO 16552299 <GO>}\nYeah. I can take that. Yeah. I can take that piece. Basically, if you look at the value of the\nsubsystem that Geost provides, you can think of that as being kind of a somewhere around 30%\nof the total platform value is in the payload. So obviously, it's a much bigger opportunity as the\nprime than it's just the sub for a subsystem.\n\nNow there is the opportunity where you could have a Goldilocks situation where you selected as\nthe prime, but also Geost was bidding with other primes as well for that opportunity. So there's a\nrange of outcomes there, but yes, certainly, our goal here is to select this prime.\n\nQ - Ned Morgan {BIO 24386860 <GO>}\nGot it. Thank you very much.\n\nOperator\nThe next question will come from Kristine Liwag of Morgan Stanley. Please go ahead.\n\nQ - Kristine Liwag {BIO 21935865 <GO>}\nHey, good evening, everyone. Peter, you've been very clear about your disciplined approach to\npricing regarding Neutron. And considering the tightness of supply of launch, I'm a little surprised\nthat you still haven't built out a sizable backlog for the program. Can you provide more color on\nhow advanced your discussions are with incremental customers for Neutron? What they're waiting\n\n\u00a9 COPYRIGHT 2024, BLOOMBE RG LP. All r igh ts r es er ved. An y r epr odu ction , r edis tr ibu tion or r etr an s m is s ion is expr es s ly pr oh ibited.\nPr in ted on 11-13-2025 Page 17 of 23\n\f Case 2:25-cv-01733-GW-KES                                        Document 88-3 Filed 02/16/26                                          Page 19 of 24 Page\nFINAL TRANSCRIPT                                                                                                                                              2025-08-07\n                                                                       ID #:2018\nRocket Lab Corp (RKLB US Equity)\n\n\n\n\nfor to commit to an order? And how to think about the competitive landscape, especially as\nyou've got a competitor rocket coming into market that's fairly well capitalized too?\n\nA - Peter Beck {BIO 19686008 <GO>}\nYeah. Hey, Kristine. Well, I mean you can split this into both i-- nto commercial and government. I\nmean we were onboarded onto the NSSL program, which obviously is an extremely large\nopportunities with $5.6 billion if I remember. And then on the commercial side, we've talked\nabout this before where they want to see a rocket that works before they commit because a lot\nof people have been burnt signing on vehicles that are either delayed or even in some cases\nnever turned up.\n\nAnd we've always talked about it as well as we want to make sure that when we sign one of\nthese customers that consume a large amount of our manifest that they actually turn up on time\nand all the rest of it. So we maintain that discipline going through. We -- it does nobody any good\nto fill up a whole bunch of manifests with a bunch of launches that or a bunch of payloads that\ndon't turn up in time and you're kind of left holding the bag. So the most important thing, I think\nfor everybody is we get to the pad and we start launching and then we'll make the decision who\nare the best customers and most reliable customers for us and the customers will make the\nsame decision back and on competition, I think I'm not sure I quite view that the same way.\n\nQ - Kristine Liwag {BIO 21935865 <GO>}\nThanks, Peter. And Adam, as a follow-up, you mentioned expectations for elevated cash\nconsumption beyond Neutron's first flight as you scale up. How should we think about the capital\nintensity following this initial launch? And should we still expect 2026 to be a positive free cash\nflow year?\n\nA - Adam Spice {BIO 16552299 <GO>}\nYeah. Look, I think the cash consumption business will continue after the first launch because as\nPete mentioned, we're building the subsequent tails. And so if you think about the cost to build a\nbooster and I think we've kind of used this -- we've communicated this term or this figure before,\nbut you assume around $60 million for a booster and you're building several of them in series or\nin parallel in some cases here.\n\nYou could consume additional capital from that. The key thing for us is getting through that first\ntest flight. We've gotten the point where we've gotten the infrastructure largely in place. We do\nhave some incremental invest scaling investments that need to be made such as this return on\ninvestment barge that we've talked about. So yeah, I mean, I think the business could consume --\ncontinue to consume money through 2026.\n\nSo I would say more realistically for, I would say positive free cash flow 2026, again, given how\naggressively we're moving forward given the demand signal that we're getting, I think that's\nprobably not likely. I think it's much more likely to be in 2027. But it depends. We could -- we could\ncome across opportunities that generate enough offsetting incoming cash flow that it kind of\nbalances that out. But right now, I'd say you should think of Neutron as being continued to even in\nsuccess scenario, in particular in a success scenario, continuing to consume cash as we kind of\nbuild out that capability and put the -- all the other scaling infrastructure in place.\n\nQ - Kristine Liwag {BIO 21935865 <GO>}\nGreat. Thanks for the color.\n\n\u00a9 COPYRIGHT 2024, BLOOMBE RG LP. All r igh ts r es er ved. An y r epr odu ction , r edis tr ibu tion or r etr an s m is s ion is expr es s ly pr oh ibited.\nPr in ted on 11-13-2025 Page 18 of 23\n\f Case 2:25-cv-01733-GW-KES                                        Document 88-3 Filed 02/16/26                                          Page 20 of 24 Page\nFINAL TRANSCRIPT                                                                                                                                              2025-08-07\n                                                                       ID #:2019\nRocket Lab Corp (RKLB US Equity)\n\n\n\n\nA - Adam Spice {BIO 16552299 <GO>}\nYeah. I think it's important, Christine to differentiate. I believe that the P&L will obviously look\nmuch, much better once we get through the initial net kind of successful test launch of Neutron.\nSo I think it's important to separate the kind of the free cash flow from the P&L optics, right.\nBecause I think the P&L does get much, much, much friendlier, much sooner.\n\nAnd then I think like a lot of other growth businesses, we're going to be continuing to invest to\ngrow, but the P&L should start to look much more attractive. And I think that's a -- we're keeping\nour eye on both obviously.\n\nQ - Kristine Liwag {BIO 21935865 <GO>}\nGreat. And as a follow-up to that, I mean, look, it's a good problem to have, if you have a product\nthat works and if you can scale up very quickly, those are all good problems to have as a growth\ncompany. But when we think about the capital size that you might need, if you can build like in a\nbull case scenario, how much capital could you potentially consume of free cash flow in 2026?\nAnd when you think about the cash balance today, is that enough or would you need to raise\ncapital to meet the demand? Should you be really successful and have that full case okay\nscenario play out?\n\nA - Peter Beck {BIO 19686008 <GO>}\nYeah. Look, I think we have sufficient capital to scale Neutron. So really, if you look at where --\nwhen we're raising additional capital, it's really not for Neutron. It's really all about doing things\nlike Mynaric and Geost and other things that we have in our funnel. Yes, we could put a lot of\nmoney to work to kind of respond to the demand signal as it evolves for Neutron that continue to\ndemand cash. But I don't see it outstripping kind of the -- even what we have today.\n\nSo again, I think that you're right, it's a good problem to have. I don't think that any liquidity\nconstraints would be driven by Neutron. I think it would really be driven by how aggressively we\nwant to go after and enable inorganic TAM expanding type of opportunities.\n\nQ - Kristine Liwag {BIO 21935865 <GO>}\nGreat. And I'm tempted to ask one more, if I just might. So when you look at that opportunity, I\nmean, it seems like the capital markets are fairly open your stocks at record-high levels. How\naggressive do you want to accelerate some of those growth TAM opportunities? And where are\nthose verticals? Where are you most interested in, what does that look like?\n\nA - Adam Spice {BIO 16552299 <GO>}\nYeah. I'll let Pete comment obviously, on as well. But I would say, look, we continue to see\nopportunities to further vertically integrate our supply chain. So we've done that very successfully\nin the past. We'll continue to find those types of opportunities. I would say that when you look at\nthe ultimate end-to-end vision obviously has applications elements to it, which is Pete talked\nabout some of that earlier. But I would say right now, it's probably too early to show a lot of lag on\nkind of where we're going there because as Pete said, given the focus and the risk of\nentrepreneurial drift, we're very, very, very focused on getting Neutron delivered, establishing\nvery key fundamental foundational payload capabilities. And then the rest is to be kind of to be\nkind of put into focus a little bit later. But Pete, I'll kick it over to you.\n\nA - Peter Beck {BIO 19686008 <GO>}\n\u00a9 COPYRIGHT 2024, BLOOMBE RG LP. All r igh ts r es er ved. An y r epr odu ction , r edis tr ibu tion or r etr an s m is s ion is expr es s ly pr oh ibited.\nPr in ted on 11-13-2025 Page 19 of 23\n\f Case 2:25-cv-01733-GW-KES                                        Document 88-3 Filed 02/16/26                                          Page 21 of 24 Page\nFINAL TRANSCRIPT                                                                                                                                              2025-08-07\n                                                                       ID #:2020\nRocket Lab Corp (RKLB US Equity)\n\n\n\n\nYeah, no, you said it very well, Adam. I mean, Kristine, we're not finished yet that's for sure on\nM&A opportunities.\n\nQ - Kristine Liwag {BIO 21935865 <GO>}\nGreat. Thank you.\n\nOperator\nThe next question is from Ryan Koontz with Needham & Company. Please proceed.\n\nQ - Ryan Koontz {BIO 20532280 <GO>}\nGreat thanks. And most of my questions have been answered, but I'll touch on Space Systems a\nbit. Nice progress on gross margins. Obviously, I know you had acquired the solar business and\nsome backlog there that was lower margin. And how do you think about that business going\nforward and have the margins in that business now kind of normalized with new contracts and\nsuch that make you comfortable with the trajectory and continuing to see some uplift on Space\nSystems? Thanks.\n\nA - Adam Spice {BIO 16552299 <GO>}\nWell, I can take part of the tactics on that one real quickly. So if you actually look at the progress\non gross margin for the SolAero business, first and foremost, has been very, very strong. When\nwe acquired that business, we were looking at high single-digit gross margins. And in the first half\nof 2025, we delivered margins that were above the long-term target that we'd set for that\nbusiness. We had set a target of 30%. that business is subject to -- the margin volatility is subject\nto kind of when some of the -- again that early contract which still hasn't completely kind of\nflowed its way through the books yet, but there's still some to be delivered on that. And so it's\nthe timing of when that kind of comes in and out of deliveries.\n\nBut I would say, look, if you just kind of look at where we'll be for the year, we're going to be\npretty much spot-on our long-term -- target of 30%. And I think longer-term, there's upside to\nthat. And I think more importantly that deal has really -- or that acquisition has really kind of\nfulfilled strategic import of kind of really taking control of a very critical and tricky component in\nthe supply chain for being a long-term kind of system provider and owner. So I think on that front,\nhopefully, that gives you some color.\n\nAnd then I think maybe, Pete, you can speak to maybe the types of opportunities that we see in\nthat business going forward and kind of where you expect margins to land for those.\n\nA - Peter Beck {BIO 19686008 <GO>}\nYeah no. Thanks, Adam. Thank you. Yeah. So we continue to expand capability in that business.\nAnd obviously, you would have seen that we were successful with some chips money, which has\nenabled us to completely modernize or will enable us to completely modernize the reactor fleet\nin there and that drives in itself efficiencies. And -- but if you look at programs like the Golden\nDome, there is an unprecedented amount of spacecraft and power that's needed to fulfill that.\n\nAnd there's three space grade suppliers in the world and we're currently one of the largest, if not\nthe largest. So I see a lot of exciting opportunities for that business going forward. I mean, we are\none of the preeminent providers for national security solar. So that's a pretty exciting future.\n\nQ - Ryan Koontz {BIO 20532280 <GO>}\n\u00a9 COPYRIGHT 2024, BLOOMBE RG LP. All r igh ts r es er ved. An y r epr odu ction , r edis tr ibu tion or r etr an s m is s ion is expr es s ly pr oh ibited.\nPr in ted on 11-13-2025 Page 20 of 23\n\f Case 2:25-cv-01733-GW-KES                                        Document 88-3 Filed 02/16/26                                          Page 22 of 24 Page\nFINAL TRANSCRIPT                                                                                                                                              2025-08-07\n                                                                       ID #:2021\nRocket Lab Corp (RKLB US Equity)\n\n\n\n\nThat's great. Thanks so much, Pete.\n\nOperator\nOur next question is from Suji Desilva with ROTH Capital. Please proceed.\n\nQ - Suji Desilva {BIO 4722872 <GO>}\nHi, Pete. Hi, Adam, can you just remind us or tell us how the Neutron cost will flow maybe from\nOpEx to COGS as the first launch goes and whether that might be material to the gross margin,\nso we could anticipate that as these first few launches go off ?\n\nA - Peter Beck {BIO 19686008 <GO>}\nYeah. That's going to be a really challenging thing to model for you guys. I think that -- and that's\na function of the fact that the first -- the test flight, of course all of that flowing through R&D,\nright? And now we're actually starting to for the subsequent tails that's now going to flow-through\ncost-of-goods-sold with revenue cover associated with it.\n\nSo the P&L is going to fluctuate quite a bit to the positive, as I mentioned to an earlier question.\nNow when you start talking about the reusability and what that introduces to the volatility to\nmargins, you can imagine that as we progress through quote-unquote hardening neutrons\nreusability, how many reuses will for example we'll be able to assume for amortizing over the kind\nof future missions, that's going to be a great influencer of our gross margin. So you can imagine,\nif the rocket is only kind of assumed initially to do X number of reuses, but it actually surpasses\nthat or comes in underneath that, you're going to have a lot of volatility because you got to have\na situation where you have a fully amortized booster with all the revenue going forward on it or\nyou could have made assumptions where you expect to supply a certain number of times and it\nunder kind of achieves to that. And so you have a lot of incremental cost for future emissions that\nweren't assumed.\n\nSo it's going to be a tough one to manage. I think that the only thing that we can really point to is\na bit different because it wasn't designed to be reusable from the outset was Electron. And\nwe've been able to bring down Electron costs dramatically, right? And that's without reusability.\nSo we have a track record of successfully kind of scaling and bringing down cost. As we've talked\nabout many, many times, another big influencer to gross margins is overhead absorption.\n\nSo I suspect that Neutron will be a little bit different, but not fundamentally different from the fact\nthat what's going to drive its gross margins is going to be cadence, right. So it's reusing cadence\n-- but cadence is something that we again we saw, we understand how that works with Electron,\nthe huge benefits you get when you get the cadence up and that's going to be a large driving\nfactor for Neutron as well. Again, also coupled with our success in getting this vehicle to be\nreasonable as quickly as possible and for as long as possible.\n\nQ - Suji Desilva {BIO 4722872 <GO>}\nOkay, great and get the quantum[ph] computer out. And the other question I have is on\npayloads. Is Geost kind of your entry here or do you have efforts in-house for payloads as well as\nthis inorganic effort? Or will that segment be grown through inorganic exclusively? Thanks.\n\nA - Peter Beck {BIO 19686008 <GO>}\nYeah, Suji. So a little bit of -- a little bit of both. The reality is that often these payloads, especially\nwhen you're looking to bring solutions to beer and national security have very, very long\n\u00a9 COPYRIGHT 2024, BLOOMBE RG LP. All r igh ts r es er ved. An y r epr odu ction , r edis tr ibu tion or r etr an s m is s ion is expr es s ly pr oh ibited.\nPr in ted on 11-13-2025 Page 21 of 23\n\f Case 2:25-cv-01733-GW-KES                                        Document 88-3 Filed 02/16/26                                          Page 23 of 24 Page\nFINAL TRANSCRIPT                                                                                                                                              2025-08-07\n                                                                       ID #:2022\nRocket Lab Corp (RKLB US Equity)\n\n\n\n\ndevelopment cycles and a lot of heritage associated with them, which kind of naturally lends itself\nto acquisition more than organic creation. But -- there's certainly some elements of payloads\ninternally that you know that we're looking at that we will just go under our own steam.\n\nAnd then some things like best-in-class, it would take decades to recreate that. So an acquisition\nis by far the most efficient way of opening that opportunity up.\n\nQ - Suji Desilva {BIO 4722872 <GO>}\nOkay. Helpful color. Thanks, Pete. Thanks, guys.\n\nOperator\nAnd the next question is from Anthony Valentini with Goldman Sachs. Please proceed.\n\nQ - Anthony Valentini {BIO 20847029 <GO>}\nHey, guys. Thanks for the question. I'm just curious if -- I recognize you guys are laser-focused on\nNeutron here. But is there any reason to think that you guys would introduce a new launch vehicle\nin the future that is either larger than Neutron or maybe even in between Electron and Neutron in\nterms of the capacity that it can take into orbit?\n\nA - Peter Beck {BIO 19686008 <GO>}\nYeah. Good question, Anthony. So certainly not -- we don't really believe there's really a market\nbetween the electron and neutron side. It's a very limited opportunity in that range. Now if the -- if\nwe need to go larger, I guess the good news is that the vehicle is very scalable. It's a seven-\nmeter diameter Stage 1 tank, so it's very short dumpy vehicle so you know, the typically that's\nwhat governs your ability to increase the vehicle sizes, your tank diameter, otherwise you end up\nwith big long skinny pencils and that becomes challenging. So we have no intentions at this point\nin time. We think we've got the market accurately sized and we've proven historically that we are\nnot bad at making those kind of calls. But you know, for whatever reason, the market drastically\nmoved to a larger scale, we have -- a vehicle architecture that is very, very easy to scale.\n\nQ - Anthony Valentini {BIO 20847029 <GO>}\nGreat. Thank you.\n\nOperator\nAnd at this time, we are showing no further questioners in the queue. And this does conclude our\nquestion-and-answer session. I would now like to turn the conference back over to Peter Beck for\nany closing remarks.\n\nA - Peter Beck {BIO 19686008 <GO>}\nYeah. Thanks very much, operator. So, before we close out today, should be some slide here of\nthe upcoming events and conferences that the team will be attending. We look forward to\nsharing more exciting news and updates with you there. And otherwise, thanks for joining us. That\nwraps up today's call, and we look forward to speaking with you all again about the exciting\nprogress we make here at Rocket Lab. Thanks very much.\n\nOperator\n\n\u00a9 COPYRIGHT 2024, BLOOMBE RG LP. All r igh ts r es er ved. An y r epr odu ction , r edis tr ibu tion or r etr an s m is s ion is expr es s ly pr oh ibited.\nPr in ted on 11-13-2025 Page 22 of 23\n\f Case 2:25-cv-01733-GW-KES                                        Document 88-3 Filed 02/16/26                                          Page 24 of 24 Page\nFINAL TRANSCRIPT                                                                                                                                              2025-08-07\n                                                                       ID #:2023\nRocket Lab Corp (RKLB US Equity)\n\n\n\n\nThank you for attending today's presentation. You may now disconnect your lines and have a\npleasant day.\n\n\n\nThis transcript may not be 100 percent accurate and may contain misspellings and other inaccuracies. This transcript is\nprovided \"as is\", without express or implied warranties of any kind. Bloomberg retains all rights to this transcript and\nprovides it solely for your personal, non-commercial use. Bloomberg, its suppliers and third-party agents shall have no\nliability for errors in this transcript or for lost profits, losses, or direct, indirect, incidental, consequential, special or\npunitive damages in connection with the furnishing, performance or use of such transcript. Neither the information nor\nany opinion expressed in this transcript constitutes a solicitation of the purchase or sale of securities or commodities.\nAny opinion expressed in the transcript does not necessarily reflect the views of Bloomberg LP. \u00a9 COPYRIGHT 2025,\nBLOOMBERG LP. All rights reserved. Any reproduction, redistribution or retransmission is expressly prohibited.\n\n\n\n\n\u00a9 COPYRIGHT 2024, BLOOMBE RG LP. All r igh ts r es er ved. An y r epr odu ction , r edis tr ibu tion or r etr an s m is s ion is expr es s ly pr oh ibited.\nPr in ted on 11-13-2025 Page 23 of 23\n\f","ocr_status":1,"date_upload":"2026-05-13T05:22:47.894740-07:00","document_number":"88","attachment_number":3,"pacer_doc_id":"031047006774","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit C - Earnings Call Transcript","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/479017742/","id":479017742,"tags":[],"absolute_url":"/docket/69688939/88/4/douglas-bray-v-rocket-lab-usa-inc/","date_created":"2026-05-13T05:22:38.193159-07:00","date_modified":"2026-05-14T08:17:54.533249-07:00","sha1":"b3dab531846c13b4ca037bf90fd7b9dc9518e6bc","page_count":3,"file_size":211294,"filepath_local":"recap/gov.uscourts.cacd.959824/gov.uscourts.cacd.959824.88.4.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.959824/gov.uscourts.cacd.959824.88.4.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 2:25-cv-01733-GW-KES   Document 88-4   Filed 02/16/26   Page 1 of 3 Page ID\n                                  #:2024\n\n\n\n\n                       EXHIBIT D\n\f2/3/26, 9:19Case\n            PM   2:25-cv-01733-GW-KES                     Document  88-4 Analysis\n                                                                Plainview's Filed    02/16/26\n                                                                                  | Seeking Alpha   Page 2 of 3 Page ID\n                                                                 #:2025\n\n                         Plainview\n                         Seeking Alpha Analyst since 2018\n\n\n\n\n                                                                        Follow\n\n\n       Analysis (3)\n\n\n\n\n     Analysis\n       All Ratings\n\n      AAPL, GOOG, etc...\n\n                              The Next Big Biotech Blow-Up\n                              Editor's Pick    KYNB     Nov. 04, 2019    15 Comments\n                               STRONG SELL\n\n\n\n                              Refuting Nektar's Apparent Response To Our Initial Report\n                              NKTR      Oct. 04, 2018    70 Comments\n                               SELL\n\n\n\n                              Pegging The Value Of NKTR-214 At Zero\n                              NKTR      Oct. 02, 2018    109 Comments\n\n                               SELL\n\n\n\n\nhttps://seekingalpha.com/author/plainview/analysis                                                                        1/2\n\f2/3/26, 9:19Case\n            PM   2:25-cv-01733-GW-KES                Document  88-4 Analysis\n                                                           Plainview's Filed    02/16/26\n                                                                             | Seeking Alpha   Page 3 of 3 Page ID\n                                                            #:2026\n\n\n\n\nhttps://seekingalpha.com/author/plainview/analysis                                                                   2/2\n\f","ocr_status":1,"date_upload":"2026-05-13T05:22:48.663190-07:00","document_number":"88","attachment_number":4,"pacer_doc_id":"031047006775","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit D - Plainview Analysis","acms_document_guid":""}],"date_created":"2026-02-16T09:31:24.785439-08:00","date_modified":"2026-06-11T23:58:07.197936-07:00","date_filed":"2026-02-16","time_filed":"09:10:41","entry_number":88,"recap_sequence_number":"2026-02-16.002","pacer_sequence_number":302,"description":"DECLARATION of Leanne H. Solish re Response in Opposition to Motion 87 filed by Plaintiffs Douglas Bray, Willie Croskrey. (Attachments: # 1 Exhibit A - Earnings Call Transcript, # 2 Exhibit B - Earnings Call Transcript, # 3 Exhibit C - Earnings Call Transcript, # 4 Exhibit D - Plainview Analysis)(Solish, Leanne) (Entered: 02/16/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/453986629/","id":453986629,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69688939/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/468891371/","id":468891371,"tags":[],"absolute_url":"/docket/69688939/89/douglas-bray-v-rocket-lab-usa-inc/","date_created":"2026-02-16T09:31:24.675172-08:00","date_modified":"2026-06-11T23:58:07.296609-07:00","sha1":"ad4ecdddc6d1315f8e6d93899af5a3047fab30fb","page_count":6,"file_size":235940,"filepath_local":"recap/gov.uscourts.cacd.959824/gov.uscourts.cacd.959824.89.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.959824/gov.uscourts.cacd.959824.89.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 2:25-cv-01733-GW-KES      Document 89 Filed 02/16/26   Page 1 of 6 Page ID\n                                    #:2027\n\n\n\n  1 Robert V. Prongay (SBN 270796)\n     rprongay@glancylaw.com\n  2\n    Leanne H. Solish (SBN 280297)\n  3  lsolish@glancylaw.com\n    Charles H. Linehan (SBN 308439)\n  4\n      clinehan@glancylaw.com\n  5 GLANCY PRONGAY WOLKE & ROTTER LLP\n    1925 Century Park East, Suite 2100\n  6\n    Los Angeles, California 90067\n  7 Telephone: (310) 201-9150\n    Facsimile: (310) 201-9160\n  8\n  9 Counsel for Plaintiffs and Lead Counsel\n10\n     [Additional Counsel on Signature Page]\n11\n12                       UNITED STATES DISTRICT COURT\n13                     CENTRAL DISTRICT OF CALIFORNIA\n14\n15 DOUGLAS BRAY, Individually And             Case No. 2:25-cv-01733-GW(KES)\n16 On Behalf Of All Others Similarly\n   Situated,                                  PLAINTIFFS\u2019 REQUEST FOR\n17                                            JUDICIAL NOTICE IN SUPPORT\n18            Plaintiff,                      OF OPPOSITION TO MOTION TO\n                                              DISMISS SECOND AMENDED\n19         v.                                 CLASS ACTION COMPLAINT\n20\n   ROCKET LAB USA, INC., PETER                Judge:     Hon. George H. Wu\n21 BECK, and ADAM SPICE,                      Date:      March 23, 2026\n22                                            Time:      8:30 a.m.\n                 Defendants.                  Courtroom: 9D\n23\n24\n25\n26\n27\n28\n\n                               REQUEST FOR JUDICIAL NOTICE\n\fCase 2:25-cv-01733-GW-KES      Document 89 Filed 02/16/26       Page 2 of 6 Page ID\n                                    #:2028\n\n\n\n  1        TO ALL PARTIES AND THEIR COUNSEL OF RECORD:\n  2        Pursuant to Rule 201 of the Federal Rules of Civil Procedure, Lead Plaintiff\n  3 Willie Croskrey and Plaintiff Douglas Bray (\u201cPlaintiffs\u201d) respectfully request that the\n  4 Court take judicial notice of the following documents, attached to the accompanying\n  5 Declaration of Leanne H. Solish (the \u201cSolish Decl.\u201d), in connection with their\n  6 concurrently filed Opposition to Defendants\u20191 Motion to Dismiss the Second\n  7 Amended Class Action Complaint (Dkt. 82):\n  8           \u2022 Exhibit A: A true and correct copy of a publicly available transcript of\n  9               Rocket Lab\u2019s Second Quarter 2024 earnings call on August 8, 2024.\n10            \u2022 Attached as Exhibit B is a true and correct copy of a publicly available\n11                transcript of Rocket Lab\u2019s Third Quarter 2024 earnings call on\n12                November 12, 2024.\n13            \u2022 Attached as Exhibit C is a true and correct copy of a publicly available\n14                transcript of Rocket Lab\u2019s Second Quarter 2025 earnings call on\n15                August 7, 2025.\n16            \u2022 Exhibit D: A true and correct copy of the Analysis page for the author\n17                Plainview on Seeking Alpha\u2019s website and is available online at\n18                https://seekingalpha.com/author/plainview/analysis.\n19 I.      ARGUMENT\n20         In ruling on a motion to dismiss, courts \u201cmust consider the complaint in its\n21 entirety, as well as other sources courts ordinarily examine when ruling on Rule\n22 12(b)(6) motions to dismiss, in particular, documents incorporated into the complaint\n23 by reference, and matters of which a court may take judicial notice.\u201d Tellabs, Inc. v.\n24 Makor Issues & Rights, Ltd., 551 U.S. 308, 322 (2007). Plaintiffs request that the\n25\n26\n27    1\n    Defendants are Rocket Lab USA, Inc. (\u201cRocket Lab\u201d or the \u201cCompany\u201d), Peter\n28 Beck, Rocket Lab\u2019s CEO, and Adam Spice, Rocket Lab\u2019s CFO.\n\n                                               1\n                               REQUEST FOR JUDICIAL NOTICE\n\fCase 2:25-cv-01733-GW-KES       Document 89 Filed 02/16/26        Page 3 of 6 Page ID\n                                     #:2029\n\n\n\n  1 Court consider Exhibits A-D attached to the accompanying Solish Declaration\n  2 because each Exhibit is subject to judicial notice.\n  3         Rule 201(b) of the Federal Rules of Evidence provides that \u201c[a] judicially\n  4 noticed fact must be one not subject to reasonable dispute in that it is either\n  5 (1) generally known within the territorial jurisdiction of the trial court or (2) capable\n  6 of accurate and ready determination by resort to sources whose accuracy cannot\n  7 reasonably be questioned.\u201d Fed. R. Civ. P. 201(b).\n  8         The Court may take judicial notice of Exhibits A-D because they are all\n  9 \u201cmatters of public record\u201d (Lee v. City of Los Angeles, 250 F.3d 668, 688-89 (9th\n10 Cir. 2001)), the contents of which \u201ccan be accurately and readily determined from\n11 sources whose accuracy cannot reasonably be questioned.\u201d Fed R. Evid. 201(b)).\n12          Exhibits A-C are publicly available transcripts from Rocket Lab\u2019s earning\n13 calls. Courts in this Circuit routinely take judicial notice of transcripts from\n14 company\u2019s earnings calls. Weston v. DocuSign, Inc., 669 F. Supp. 3d 849, 871 (N.D.\n15 Cal. 2023) (taking judicial notice of earnings call transcripts); Ardolino v. Mannkind\n16 Corp., 2016 WL 4505172, at *4 (C.D. Cal. Aug. 23, 2016) (same); Garbaccio v.\n17 Starbucks Corp., 2025 WL 3228275, at *6 n.9, *7 (W.D. Wash. Nov. 19, 2025)\n18 (taking judicial notice of earnings call transcripts, inter alia).\n19          Exhibit D is an internet page. Courts routinely take judicial notice of the\n20 contents of Internet webpages. Al-Ahmed v. Twitter, Inc., 603 F. Supp. 3d 857, 869\n21 (N.D. Cal. 2022) (noting that publicly accessible webpages are proper subjects for\n22 judicial notice); Elizabeth Perez v. Rose Hills Co., 2025 WL 2631603, at *7 n.5 (C.D.\n23 Cal. Aug. 29, 2025) (same); Plotsker v. Envato Pty Ltd., 2025 WL 2481422, at *3\n24 (C.D. Cal. Aug. 26, 2025) (same); Barton v. Kimberly-Clark Corp., 2025 WL\n25 2345228, at *3 (S.D. Cal. Aug. 13, 2025) (same).\n26 II.      CONCLUSION\n27          For the foregoing reasons, the Court should take judicial notice of Exhibits A-\n28 D to the Solish Declaration in connection with Plaintiffs\u2019 Opposition to Defendants\u2019\n\n                                             2\n                                REQUEST FOR JUDICIAL NOTICE\n\fCase 2:25-cv-01733-GW-KES   Document 89 Filed 02/16/26   Page 4 of 6 Page ID\n                                 #:2030\n\n\n\n  1 Motion to Dismiss the Second Amended Complaint.\n  2\n  3 DATED: February 16, 2026        GLANCY    PRONGAY              WOLKE          &\n                                    ROTTER LLP\n  4\n  5                                 By: /s/ Leanne H. Solish\n  6                                 Robert V. Prongay\n                                    Leanne H. Solish\n  7                                 Charles Linehan\n  8                                 1925 Century Park East, Suite 2100\n                                    Los Angeles, California 90067\n  9                                 Telephone: (310) 201-9150\n10                                  Facsimile: (310) 201-9160\n                                    Email: rprongay@glancylaw.com\n11                                          lsolish@glancylaw.com\n12\n                                    Counsel for Lead Plaintiff and Lead Counsel\n13\n14\n15\n16\n17\n18\n19\n20\n21\n22\n23\n24\n25\n26\n27\n28\n\n                                         3\n                            REQUEST FOR JUDICIAL NOTICE\n\fCase 2:25-cv-01733-GW-KES       Document 89 Filed 02/16/26       Page 5 of 6 Page ID\n                                     #:2031\n\n\n\n  1                          CERTIFICATE OF COMPLIANCE\n  2\n            The undersigned, counsel of record for Plaintiffs Willie Croskrey and Douglas\n  3\n      Bray, certifies that this brief contains 605 words, which complies with the word limit\n  4\n      of L.R. 11-6.1.\n  5\n  6\n                                                   s/ Leanne H. Solish\n  7                                                Leanne H. Solish\n  8\n  9\n10\n11\n12\n13\n14\n15\n16\n17\n18\n19\n20\n21\n22\n23\n24\n25\n26\n27\n28\n\fCase 2:25-cv-01733-GW-KES      Document 89 Filed 02/16/26       Page 6 of 6 Page ID\n                                    #:2032\n\n\n\n  1                                PROOF OF SERVICE\n  2\n           I hereby certify that on this 16th day of February, 2026, a true and correct copy\n  3\n      of the foregoing document was served by CM/ECF to the parties registered to the\n  4\n  5 Court\u2019s CM/ECF system.\n  6\n                                                  s/ Leanne H. Solish\n  7                                               Leanne H. Solish\n  8\n  9\n10\n11\n12\n13\n14\n15\n16\n17\n18\n19\n20\n21\n22\n23\n24\n25\n26\n27\n28\n\f","ocr_status":2,"date_upload":"2026-05-13T05:22:38.728025-07:00","document_number":"89","attachment_number":null,"pacer_doc_id":"031047006783","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"For Judicial Notice","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/479017738/","id":479017738,"tags":[],"absolute_url":"/docket/69688939/89/1/douglas-bray-v-rocket-lab-usa-inc/","date_created":"2026-05-13T05:22:37.283524-07:00","date_modified":"2026-05-14T08:33:27.811612-07:00","sha1":"8d9c80fdaa099337f9c6e7deb91921bba53e2a29","page_count":2,"file_size":132144,"filepath_local":"recap/gov.uscourts.cacd.959824/gov.uscourts.cacd.959824.89.1.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.959824/gov.uscourts.cacd.959824.89.1.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 2:25-cv-01733-GW-KES       Document 89-1   Filed 02/16/26   Page 1 of 2 Page ID\n                                      #:2033\n\n\n\n  1\n  2\n  3\n  4\n  5\n  6\n  7\n  8\n                           UNITED STATES DISTRICT COURT\n  9\n                         CENTRAL DISTRICT OF CALIFORNIA\n 10\n 11\n    DOUGLAS BRAY, Individually and                  Case No. 2:25-cv-01733-GW-KES\n 12\n    On Behalf of All Others Similarly\n                                                    [PROPOSED] ORDER GRANTING\n 13 Situated,\n                                                    PLAINTIFFS\u2019 REQUEST FOR\n 14                                                 JUDICIAL NOTICE\n                  Plaintiff,\n 15\n 16         v.\n\n 17 ROCKET LAB USA, INC., PETER\n 18 BECK, and ADAM SPICE,\n 19               Defendants.\n 20\n 21        On February 16, 2026, Plaintiffs filed a Request for Judicial Notice in\n\n 22 Support of Plaintiffs\u2019 Opposition to Defendants\u2019 Motion to Dismiss Second\n    Amended Class Action Complaint (the \u201cRequest\u201d). The Court, having considered\n 23\n    Plaintiffs\u2019 Request, all papers filed in support thereof and in opposition thereto, the\n 24\n    argument of counsel, and good cause appearing, hereby GRANTS the Request in its\n 25\n    entirety.\n 26\n           The Court judicially notices the exhibits to the Declaration of Leanne H.\n 27\n    Solish filed on February 16, 2026.\n 28\n                                                1\n\fCase 2:25-cv-01733-GW-KES   Document 89-1   Filed 02/16/26   Page 2 of 2 Page ID\n                                  #:2034\n\n\n\n  1        IT IS SO ORDERED.\n  2\n  3\n  4 Dated:\n  5                                             HON. GEORGE H. WU\n                                                UNITED STATES DISTRICT JUDGE\n  6\n  7\n  8\n  9\n 10\n 11\n 12\n 13\n 14\n 15\n 16\n 17\n 18\n 19\n 20\n 21\n 22\n 23\n 24\n 25\n 26\n 27\n 28\n\n                                            2\n\f","ocr_status":1,"date_upload":"2026-05-13T05:22:44.325205-07:00","document_number":"89","attachment_number":1,"pacer_doc_id":"031047006784","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Proposed Order","acms_document_guid":""}],"date_created":"2026-02-16T09:31:24.648192-08:00","date_modified":"2026-06-11T23:58:07.266626-07:00","date_filed":"2026-02-16","time_filed":"09:14:46","entry_number":89,"recap_sequence_number":"2026-02-16.003","pacer_sequence_number":305,"description":"REQUEST FOR JUDICIAL NOTICE filed by Plaintiffs Douglas Bray, Willie Croskrey. (Attachments: # 1 Proposed Order)(Solish, Leanne) (Entered: 02/16/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/453986618/","id":453986618,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69688939/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/468891360/","id":468891360,"tags":[],"absolute_url":"/docket/69688939/90/douglas-bray-v-rocket-lab-usa-inc/","date_created":"2026-02-16T09:31:24.133367-08:00","date_modified":"2026-06-11T23:58:07.365578-07:00","sha1":"f3656b9f6a605b59c28227eab849f3e2872b8d6b","page_count":4,"file_size":177263,"filepath_local":"recap/gov.uscourts.cacd.959824/gov.uscourts.cacd.959824.90.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.959824/gov.uscourts.cacd.959824.90.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 2:25-cv-01733-GW-KES      Document 90 Filed 02/16/26   Page 1 of 4 Page ID\n                                    #:2035\n\n\n\n  1 Robert V. Prongay (SBN 270796)\n     rprongay@glancylaw.com\n  2\n    Leanne H. Solish (SBN 280297)\n  3  lsolish@glancylaw.com\n    Charles H. Linehan (SBN 307439)\n  4\n      clinehan@glancylaw.com\n  5 GLANCY PRONGAY WOLKE & ROTTER LLP\n    1925 Century Park East, Suite 2100\n  6\n    Los Angeles, California 90067\n  7 Telephone: (310) 201-9150\n    Facsimile: (310) 201-9160\n  8\n  9 Counsel for Plaintiffs and Lead Counsel\n10\n                          UNITED STATES DISTRICT COURT\n11\n                        CENTRAL DISTRICT OF CALIFORNIA\n12\n13\n                                              Case No. 2:25-cv-01733-GW-KES\n14 DOUGLAS BRAY, Individually and\n   On Behalf of All Others Similarly\n15 Situated,                                  PLAINTIFFS\u2019 RESPONSE TO\n                                              DEFENDANTS\u2019 REQUEST FOR\n16                                            INCORPORATION BY\n                 Plaintiff,\n17                                            REFERENCE AND JUDICIAL\n                                              NOTICE\n18         v.\n\n19 ROCKET LAB USA, INC., PETER\n                                              Judge:     Hon. George H. Wu\n20 BECK, and ADAM SPICE,                      Date:      March 23, 2026\n21                                            Time:      8:30 a.m.\n                 Defendants.\n                                              Courtroom: 9D\n22\n23\n24\n25\n26\n27\n28\n       PLAINTIFFS\u2019 RESPONSE TO DEFENDANTS\u2019 REQUEST FOR INCORPORATION BY REFERENCE AND\n                                       JUDICIAL NOTICE\n\fCase 2:25-cv-01733-GW-KES       Document 90 Filed 02/16/26        Page 2 of 4 Page ID\n                                     #:2036\n\n\n\n  1         On January 19, 2026, Rocket Lab USA, Inc. (\u201cRocket Lab\u201d or the \u201cCompany\u201d),\n  2 Peter Beck, and Adam Spice (collectively, \u201cDefendants\u201d) requested incorporation by\n  3 reference and judicial notice of various documents Pursuant to Federal Rule of\n  4 Evidence 201. See Dkt. 84. Plaintiffs do not oppose the request to the extent that the\n  5 Court only takes notice that those documents exist and what those documents say, but\n  6 not for the truth of the factual matters stated therein. To the extent that Defendants\n  7 attempt to use the exhibits in their request to defeat Plaintiffs\u2019 adequately pled claims,\n  8 that practice is improper and was criticized by the Ninth Circuit Court of Appeals.\n  9 Khoja v. Orexigen Therapeutics, Inc., 899 F.3d 988, 998 (9th Cir. 2018) (recognizing\n10 a \u201cconcerning pattern in securities cases\u201d where defendants attempt to exploit judicial\n11 notice \u201cprocedures improperly to defeat what would otherwise constitute adequately\n12 stated claims at the pleading stage\u201d); see also, e.g., In re Bare Escentuals, Inc. Sec.\n13 Litig., 745 F. Supp. 2d 1052, 1067 (N.D. Cal. 2010) (taking judicial notice of exhibits\n14 referenced and relied upon in complaint, as well as other \u201cunrelated\u201d documents, but\n15 noting that, \u201cwhere inappropriate, the court will not consider these documents for the\n16 truth of the matters asserted therein).\u201d.\n17\n18 DATED: February 16, 2026                GLANCY PRONGAY WOLKE & ROTTER\n                                           LLP\n19\n                                           By: s/ Leanne H. Solish\n20                                         Robert V. Prongay\n21                                         Leanne H. Solish\n                                           Charles H. Linehan\n22                                         1925 Century Park East, Suite 2100\n23                                         Los Angeles, California 90067\n                                           Telephone: (310) 201-9150\n24                                         Facsimile: (310) 201-9160\n25                                         Email: info@glancylaw.com\n\n26                                         Counsel for Plaintiffs and Lead Counsel\n27\n28\n\n      OPPOSITION TO DEFENDANTS\u2019 MOTION TO DISMISS SECOND AMENDED CLASS ACTION COMPLAINT\n                                                  1\n\fCase 2:25-cv-01733-GW-KES       Document 90 Filed 02/16/26       Page 3 of 4 Page ID\n                                     #:2037\n\n\n\n  1                          CERTIFICATE OF COMPLIANCE\n  2\n            The undersigned, counsel of record for Plaintiffs Willie Croskrey and Douglas\n  3\n      Bray, certifies that this brief contains 205 words, which complies with the word limit\n  4\n      of L.R. 11-6.1.\n  5\n  6\n                                                   s/ Leanne H. Solish\n  7                                                Leanne H. Solish\n  8\n  9\n10\n11\n12\n13\n14\n15\n16\n17\n18\n19\n20\n21\n22\n23\n24\n25\n26\n27\n28\n\fCase 2:25-cv-01733-GW-KES      Document 90 Filed 02/16/26       Page 4 of 4 Page ID\n                                    #:2038\n\n\n\n  1                                PROOF OF SERVICE\n  2\n           I hereby certify that on this 16th day of February, 2026, a true and correct copy\n  3\n      of the foregoing document was served by CM/ECF to the parties registered to the\n  4\n  5 Court\u2019s CM/ECF system.\n  6\n                                                  s/ Leanne H. Solish\n  7                                               Leanne H. Solish\n  8\n  9\n10\n11\n12\n13\n14\n15\n16\n17\n18\n19\n20\n21\n22\n23\n24\n25\n26\n27\n28\n\f","ocr_status":2,"date_upload":"2026-05-13T05:22:37.400153-07:00","document_number":"90","attachment_number":null,"pacer_doc_id":"031047006798","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Response","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/479017737/","id":479017737,"tags":[],"absolute_url":"/docket/69688939/90/1/douglas-bray-v-rocket-lab-usa-inc/","date_created":"2026-05-13T05:22:37.283235-07:00","date_modified":"2026-05-14T08:29:53.105832-07:00","sha1":"8199ec508b13fa4c4073a5cd632b320121eeb367","page_count":2,"file_size":148831,"filepath_local":"recap/gov.uscourts.cacd.959824/gov.uscourts.cacd.959824.90.1.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.959824/gov.uscourts.cacd.959824.90.1.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 2:25-cv-01733-GW-KES      Document 90-1   Filed 02/16/26   Page 1 of 2 Page ID\n                                     #:2039\n\n\n\n  1\n  2\n  3\n  4\n  5\n  6\n  7\n  8\n                          UNITED STATES DISTRICT COURT\n  9\n                        CENTRAL DISTRICT OF CALIFORNIA\n 10\n 11\n    DOUGLAS BRAY, Individually and                 Case No. 2:25-cv-01733-GW-KES\n 12\n    On Behalf of All Others Similarly\n                                                   [PROPOSED] ORDER GRANTING\n 13 Situated,\n                                                   IN PART AND DENYING IN PART\n 14                                                DEFENDANTS\u2019 REQUEST FOR\n                 Plaintiff,\n 15                                                INCORPORATION BY\n                                                   REFERENCE AND JUDICIAL\n 16        v.\n                                                   NOTICE [DKT. 84]\n 17 ROCKET LAB USA, INC., PETER\n 18 BECK, and ADAM SPICE,\n 19              Defendants.\n 20\n 21        On January 19, 2026, Defendants filed a Request for Incorporation by\n\n 22 Reference and Judicial Notice in Support of Defendants\u2019 Motion to Dismiss Amended\n    Class Action Complaint (Dkt. 84, the \u201cRequest\u201d). On February 16, 2026, Plaintiffs\n 23\n    responded to Defendants\u2019 Request.\n 24\n          The Court, having considered Defendants\u2019 Request, Plaintiffs\u2019 response to the\n 25\n    Request, any reply submitted in support of the Request, any arguments presented for\n 26\n    or against the Request, and the files and records in this action, hereby GRANTS IN\n 27\n    PART AND DENIES IN PART Defendants\u2019 Request.\n 28\n                                               1\n\fCase 2:25-cv-01733-GW-KES     Document 90-1     Filed 02/16/26   Page 2 of 2 Page ID\n                                    #:2040\n\n\n\n  1        The Court judicially notices and/or incorporates by reference the exhibits to the\n  2 Declaration of Zachary Faigen (Dkt. 83). The Court will not, however, \u201cconsider\n  3 these documents for the truth of the matters asserted therein.\u201d In re Bare Escentuals\n  4 Inc. Sec. Litig., 745 F. Supp. 2d 1052, 1067 (N.D. Cal. 2010).\n  5\n  6        IT IS SO ORDERED.\n\n  7\n  8\n      Dated:\n  9\n                                                   HON. GEORGE H. WU\n 10                                                UNITED STATES DISTRICT JUDGE\n 11\n 12\n 13\n 14\n 15\n 16\n 17\n 18\n 19\n 20\n 21\n 22\n 23\n 24\n 25\n 26\n 27\n 28\n\n                                               2\n\f","ocr_status":2,"date_upload":"2026-05-13T05:22:43.322171-07:00","document_number":"90","attachment_number":1,"pacer_doc_id":"031047006799","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Proposed Order","acms_document_guid":""}],"date_created":"2026-02-16T09:31:24.094006-08:00","date_modified":"2026-06-11T23:58:07.333882-07:00","date_filed":"2026-02-16","time_filed":"09:18:27","entry_number":90,"recap_sequence_number":"2026-02-16.004","pacer_sequence_number":307,"description":"RESPONSE filed by Plaintiffs Douglas Bray, Willie Croskreyto Request for Judicial Notice, 84 (Attachments: # 1 Proposed Order)(Solish, Leanne) (Entered: 02/16/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/452101813/","id":452101813,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69688939/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/466962078/","id":466962078,"tags":[],"absolute_url":"/docket/69688939/86/douglas-bray-v-rocket-lab-usa-inc/","date_created":"2026-01-29T19:03:32.480103-08:00","date_modified":"2026-06-11T23:58:07.084794-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"86","attachment_number":null,"pacer_doc_id":"031046876105","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Notice of Change of Attorney Business or Contact Information (G-06)","acms_document_guid":""}],"date_created":"2026-01-29T19:03:32.448990-08:00","date_modified":"2026-06-11T23:58:07.053689-07:00","date_filed":"2026-01-29","time_filed":"18:34:59","entry_number":86,"recap_sequence_number":"2026-01-29.002","pacer_sequence_number":297,"description":"NOTICE of Change of Attorney Business or Contact Information: for attorney Leanne Heine Solish counsel for Plaintiff Douglas Bray. 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