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FORM SCHEDULE 13D/A
AI

Ownership Report - November 20, 2025

Filed November 20, 2025
·
0001193125-25-290125

Khosla Ventures holds 6.9% Rocket Lab stake post-internal distributions.

Brief

This Schedule 13D/A (Amendment No. 9) updates Khosla Ventures entities' beneficial ownership in Rocket Lab to 36.6M shares (6.9%) after pro rata distributions from KV V totaling 4.56M shares since Oct 23, 2025. VK Services now directly owns 34.3M shares. Filing confirms passive investment intent with no plans for corporate changes.

Detailed Brief

Khosla Ventures V, L.P. (KV V), its GP Khosla Ventures Associates V, LLC (KVA V), manager VK Services, LLC, and Vinod Khosla filed this 9th amendment to their 2021 Schedule 13D on Nov 20, 2025, triggered by KV V's in-kind distributions of 4,564,723 Rocket Lab shares to partners on Oct 28 (1.5M), Nov 3 (1.06M), and Nov 18 (2M shares). This resulted in VK Services receiving 1,121,229 shares, bringing its direct holdings to 34,334,576 shares; KV V and KVA V now hold 2,258,894 shares combined (0.4%). Aggregate beneficial ownership by VK Services and Khosla remains 36,593,470 shares (6.9% of 534M outstanding). Original investments trace to $28.2M in Legacy Rocket Lab preferred stock converted post-2021 SPAC merger; a 2025 holding company merger preserved interests. Purpose is investment only, with registration rights but no activist plans, though they reserve rights to engage management or acquire/dispose shares.

Key Telemetry

  • Khosla entities beneficially own 36,593,470 RKLB shares (6.9%) as of Nov 20, 2025.
  • KV V distributed 4,564,723 shares pro rata to partners since Oct 23, 2025, increasing VK Services' direct holdings to 34.3M.
  • No plans for business changes, management shifts, or transactions; passive investment stance.
  • Holds registration rights for potential future shelf sales of $50M+ blocks.

Impact Vector

Minimal near-term impact for RKLB investors as Khosla maintains steady 6.9% stake via internal affiliate shifts, signaling no urgency to sell. Strategic value lies in prominent VC's continued confidence in Rocket Lab's launch business, but monitor for registration-driven secondaries or engagement with management. No dilution or activist pressure evident.

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