Tender Offer Statement (Form SC TO-C)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Rocket Pharmaceuticals, Inc.

(Name of Subject Company (Issuer) and Filing Person (as Offeror))

Options to Purchase Common Stock, par value $0.01 per share

(Title of Class of Securities)

77313F106

(CUSIP Number of Class of Securities)

Gaurav Shah, MD

Chief Executive Officer

9 Cedarbrook Drive

Cranbury, NJ 08512

(646) 440-9100

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)

With copies to:

Whitney J. Smith

Sean M. Jones

K&L Gates LLP

599 Lexington Ave.

New York, NY 10022

(212) 536-3900

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

Attached as Exhibit 99.1 hereto is a communication (the "Employee Communication") sent by the Company's Chief Corporate Officer and General Counsel, on April 1, 2026 to Company employees regarding a proposed stock option exchange program ("Exchange Program") that would allow current employees of the Company who are not executive officers at the EVP-level or above to exchange certain stock options having a per-share exercise price that is equal to or higher than the trading price of the Company's common stock, as of the date immediately prior to the date the Exchange Program is commenced, for new stock options on an approximately value-neutral basis.

The Employee Communication does not constitute an offer to holders of the Company's outstanding stock options to exchange those options.

The Exchange Program has not yet commenced. The Company may decide not to implement the Exchange Program. The Company will file a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (the "SEC") if and when the Exchange Program commences. Option holders should read the Tender Offer Statement on Schedule TO and other related materials when those materials become available, because they will contain important information about the Exchange Program.

The Company's shareholders and option holders will be able to obtain the written materials described above and the other documents filed by the Company with the SEC free of charge from the SEC's website at www.sec.gov or by directing a written request to: Corporate Secretary, at 9 Cedarbrook Drive, Cranbury, NJ 08512.

Item 12. Exhibits.