Preliminary Proxy Statement (Form PRE 14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14AINFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

ROCKET PHARMACEUTICALS, INC.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

April   , 2026

Dear Rocket Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (together with any adjournment or postponement thereof, the "Annual Meeting") of Rocket Pharmaceuticals, Inc. (the "Company"), which will be held solely by means of remote communication via the Internet at www.virtualshareholdermeeting.com/RCKT2026on May 20, 2026, at 9:00 a.m., Eastern Time.

We are providing access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission's "notice and access" rules. As a result, we are mailing to many of our stockholders a Notice of Internet Availability of our proxy materials (the "Notice of Internet Availability") instead of a paper copy of the proxy statement and our 2025 Annual Report on Form 10-K. The Notice of Internet Availability contains instructions on how to access those documents over the Internet. The Notice of Internet Availability also contains instructions on how each of those stockholders can receive a paper copy of our proxy materials, including the proxy statement, our 2025 Annual Report on Form 10-K, and a form of proxy card. All stockholders who do not receive the Notice of Internet Availability, including stockholders who have previously requested to receive paper copies of proxy materials, will receive a paper copy of the proxy materials by mail unless they have previously requested delivery of proxy materials electronically. Employing this process will expedite the receipt of materials and will help lower our costs and reduce the environmental impact of distributing our annual meeting materials.

The proxy statement describes the formal business that we will transact at the Annual Meeting. At this year's Annual Meeting, our stockholders will be asked to consider and act upon the following matters:

The Board of Directors of the Company (the "Board") unanimously recommends a vote "FOR" the election of each of the director nominees named in the proxy statement, "FOR" the ratification of EisnerAmper LLP as the Company's independent registered public accounting firm, "FOR" the non-binding, advisory vote on a resolution relating to the compensation of our named executive officers, and "FOR" the approval of the proposed stock option exchange program. Please promptly complete, sign and return the enclosed proxy card by mail or submit your voting instructions by Internet, whether or not you plan to attend the Annual Meeting.

Your vote is important, regardless of the number of shares you own. We urge you to please submit your proxy on these important matters. Submitting a proxy will not prevent you from voting virtually via the Internet at the Annual Meeting but will assure that your vote is counted if you cannot attend.

We strongly encourage you to transmit your voting instructions by proxy prior to the Annual Meeting and, if you plan to attend the Annual Meeting, to do so virtually via the Internet.

On behalf of the Board and the employees of the Company, we thank you for your continued support and look forward to seeing you at the Annual Meeting.

ROCKET PHARMACEUTICALS, INC.

9 Cedarbrook Drive

Cranbury, NJ 08512

(609) 659-8001

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

ITEMS OF BUSINESS

The enclosed proxy statement describes the formal business that we will transact at the 2026 Annual Meeting of Stockholders (together with any adjournment or postponement thereof, the "Annual Meeting") of Rocket Pharmaceuticals, Inc. (the "Company"), which will be held solely by means of remote communication via the Internet at the address above. At the Annual Meeting, our stockholders will be asked to consider and act upon the following matters:

RECORD DATE

The record date for determining the stockholders entitled to notice of and to vote at the Annual Meeting is March 24, 2026. Only stockholders of record at the close of business on that date may vote at the Annual Meeting.

PROXY VOTING

You are deemed to be present in person, vote, and participate in the Annual Meeting solely by means of remote communication via the Internet at www.virtualshareholdermeeting.com/RCKT2026where you will be able to vote electronically and submit questions during the Annual Meeting. You will be able to vote electronically and submit questions only if you use your control number, which will be included on your Notice of Internet Availability of proxy materials or proxy card (if you received a printed copy of the proxy materials), to log on to the Annual Meeting. Whether or not you expect to attend the Annual Meeting, please submit the enclosed proxy or voting instructions by mail, telephone, or Internet. Submitting a proxy or voting instructions will not prevent you from attending the Annual Meeting and voting virtually via the Internet. Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder. Each stockholder may appoint only one proxy holder or representative to attend the Annual Meeting on his or her behalf.

The Notice of Internet Availability and the enclosed proxy materials are being made available to our stockholders on or about April 3, 2026.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 20, 2026.The Notice of Annual Meeting of Stockholders, the Proxy Statement and our 2025 Annual Report on Form 10-K are available at www.proxyvote.comand through our website at www.rocketpharma.com.

TABLE OF CONTENTS

PROXY STATEMENT

 

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

 

TO BE HELD ON MAY 20, 2026

The following information is provided to each stockholder in connection with the 2026 Annual Meeting of Stockholders (the "Annual Meeting") of Rocket Pharmaceuticals, Inc. ("Rocket" or the "Company") to be held solely by means of remote communication via the Internet at www.virtualshareholdermeeting.com/RCKT2026on Wednesday, May 20, 2026, at 9:00 a.m., Eastern Time.

The enclosed proxy card is for use at the Annual Meeting and any postponement or adjournment thereof. The Company anticipates that the Notice of Internet Availability in connection with these proxy solicitation materials will first be mailed on or about April   , 2026 to all stockholders entitled to vote at the Annual Meeting and we will post our proxy materials on the website referenced in the Notice of Internet Availability. As more fully described in the Notice of Internet Availability, all stockholders may choose to access our proxy materials on the website referred to in the Notice of Internet Availability or may request to receive a printed set of our proxy materials.

The Company's principal executive offices are located at 9 Cedarbrook Drive, Cranbury, New Jersey 08512, and the Company's website iswww.rocketpharma.com.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 20, 2026.This Notice of Annual Meeting of Stockholders and Proxy Statement and our 2025 Annual Report on Form 10-K are available atwww.proxyvote.comand through our website at the address specified above.

GENERAL INFORMATION

As used in this proxy statement, the "Company," "Rocket," "we," "us" and "our" refer to Rocket Pharmaceuticals, Inc.

When and where is our Annual Meeting?

We will hold our Annual Meeting on May 20, 2026 at 9:00 a.m. Eastern Time. The term "Annual Meeting," as used in this proxy statement, includes any adjournment or postponement of such meeting. You may attend the Annual Meeting solely by means of remote communication via the Internet at www.virtualshareholdermeeting.com/RCKT2026. Stockholders may vote and submit questions while attending the Annual Meeting solely by means of remote communication via the Internet. You will need the 16-digit control number included on your Notice of Internet Availability or proxy card (if you received a paper delivery of proxy materials), to enter the Annual Meeting via the Internet. Instructions on how to attend and participate solely by means of remote communication via the Internet, including how to demonstrate proof of share ownership, are posted at www.virtualshareholdermeeting.com/RCKT2026.

Why are you holding the Annual Meeting solely by means of remote communication?

We are opting for an Annual Meeting solely by means of remote communication in order to facilitate attendance, enhance access, lower costs and reduce the environmental impact of the Annual Meeting. We have designed our virtual format to enhance stockholder participation and communication. For example, the virtual format allows stockholders to communicate with us during the Annual Meeting so they can ask questions of the Board of Directors of the Company (the "Board") or management. During the live Q&A session of the Annual Meeting, we may answer questions as they come in, to the extent relevant to the business of the Annual Meeting, as time permits.

Why am I receiving these materials?

You are receiving these materials because you were one of our stockholders as of the close of business on March 24, 2026, the record date for determining who is entitled to receive notice of and to vote at the Annual Meeting (the "Record Date"). We are soliciting your proxy (i.e., your permission) to vote your shares of common stock upon matters to be considered by stockholders at the Annual Meeting.

When is this proxy statement and the accompanying material scheduled to be sent to stockholders?

We have elected to provide access to our proxy materials to our stockholders via the Internet. Accordingly, on or about April   , 2026, we will mail a Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability") containing instructions on how to access our proxy statement and Annual Report on Form 10-K and how to vote.

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the "SEC"), we are providing access to our proxy materials over the Internet rather than printing and mailing the proxy materials. We believe electronic delivery will expedite the receipt of materials and will help lower our costs and reduce the environmental impact of distributing our annual meeting materials. Therefore, a Notice of Internet Availability will be mailed to holders of record on or around April   , 2026. The Notice of Internet Availability will provide instructions as to how stockholders may access and review the proxy materials, including the Notice of Annual Meeting, proxy statement, proxy card and Annual Report on Form 10-K, on the website referred to in the Notice of Internet Availability or, alternatively, how to request that a copy of the proxy materials, including a proxy card, be sent to them by mail. The Notice of Internet Availability will also provide voting instructions. In addition, stockholders of record may request to receive the proxy materials in printed form by mail or electronically by e-mail on an ongoing basis for future stockholder meetings. Please note that, while our proxy materials are available at the website referenced in the Notice of Internet Availability, and our Notice of Annual Meeting, proxy statement and Annual Report on Form 10-K are available on our website, no other information contained on either website is incorporated by reference in or considered to be a part of this document.

Who is soliciting my vote?

The Board is soliciting your vote on four proposals at the Annual Meeting.

Who can vote at the Annual Meeting?

Only stockholders of record as of the close of business on March 24, 2026 will be entitled to vote at the Annual Meeting. On that date, there were 109,122,837 shares of common stock issued and outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If, at the close of business on March 24, 2026, your shares were registered directly in your name with our transfer agent, Continental Stock Transfer & Trust, then you are a stockholder of record as of the Record Date. As a stockholder of record on the Record Date, you may vote by remote communication via the Internet at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to complete and return the enclosed proxy card by mail or submit your proxy over the telephone or the Internet as instructed below to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If, at the close of business on March 24, 2026, your shares were held not in your name with our transfer agent, but instead in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in "street name" and the proxy materials will, subject to the terms made between you and the stockholder of record, be forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, the stockholder of record. Your bank, broker or other nominee, as the record holder of your shares, is required to vote your shares according to your instructions. To vote your shares, you will need to follow the directions your bank, broker or other nominee provides you. Many banks and brokerage firms also offer the option of submitting voting instructions over the Internet or by telephone, instructions for which would be provided by your bank or brokerage firm on a voting instruction form.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of our outstanding shares entitled to vote at the Annual Meeting are present at the Annual Meeting by means of remote communication via the Internet or represented by proxy. Your shares will be counted towards the quorum only if you are a stockholder of record on the Record Date and submit a valid proxy (or you are a beneficial owner and your broker, bank or other nominee, as the stockholder of record on the Record Date, submits a valid proxy on your behalf) or if you vote by means of remote communication via the Internet at the Annual Meeting or vote by proxy over the telephone or the Internet as instructed below. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the presiding officer of the Annual Meeting or the holders of a majority of shares entitled to vote at the Annual Meeting present at the Annual Meeting by means of remote communication via the Internet or represented by proxy may adjourn the Annual Meeting to another hour, date and place (or by remote communication).

What am I voting on and how many votes are needed to approve each proposal?

Proposal 1: Election of Directors. The directors will be elected by a plurality of the votes cast at the Annual Meeting by the holders of shares present by means of remote communication via the Internet or represented by proxy and entitled to vote on the election of the directors. Plurality means that the director nominees who receive the largest number of "FOR" votes cast are elected as directors up to the maximum number of directors to be elected at the Annual Meeting. Accordingly, the seven director nominees receiving the most "FOR" votes will be elected as directors at the Annual Meeting. If you "withhold" your vote with respect to one or more of the director nominees, your shares will not be included in determining the number of votes cast under the plurality-vote standard and, as a result, will have no effect on the election of such one or more director nominees. Abstentions and broker non-votes are not counted as votes cast and therefore will have no effect on the vote to elect directors.

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm. The ratification of the appointment of EisnerAmper LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 requires the affirmative vote of a majority of the votes cast for and against this proposal at the Annual Meeting by the holders of shares present by means of remote communication via the Internet or represented by proxy and entitled to vote on this proposal. Abstentions are not counted as votes cast and therefore will have no effect on the vote on this proposal. We do not expect any broker non-votes on this proposal because we believe that this proposal is considered a "routine" matter to be considered at the Annual Meeting for which brokerage firms may vote in their discretion on behalf of their clients if no voting instructions are provided.

Proposal 3: Non-Binding Vote on Named Executive Officer Compensation. The approval of the resolution relating to the compensation of our named executive officers, on a non-binding, advisory basis, requires the affirmative vote of a majority of the votes cast for and against this proposal by the holders of shares present by means of remote communication via the Internet or represented by proxy and entitled to vote on this proposal. Because your vote is advisory, it will not be binding on the Board or the compensation committee of the Board (the "Compensation Committee"), but the Board and Compensation Committee will review the voting results and take them into consideration when making future decisions about executive compensation. Abstentions and broker non-votes are not counted as votes cast and therefore will have no effect on the non-binding, advisory vote on this proposal.

Proposal 4: Stock Option Exchange Program. The approval of the stock option exchange program involving a repricing and exchange of certain outstanding stock options (the "Exchange Proposal") requires the affirmative vote of a majority of the votes cast for and against this proposal at the Annual Meeting by the holders of shares present by means of remote communication via the Internet or represented by proxy and entitled to vote on this proposal. Abstentions and broker non-votes are not counted as votes cast and therefore will have no effect on the vote on the Exchange Proposal.

What are broker non-votes?

Broker non-votes occur when a beneficial owner of shares held in "street name" does not give instructions to the broker or nominee holding the shares as to how to vote. If the beneficial owner does not provide voting instructions, the broker or nominee may vote the shares with respect to matters that are considered to be "routine," but may not vote the shares with respect to "non-routine" matters, such as the election of directors, the proposal for the advisory vote on the compensation of our Named Executive Officers and the Exchange Proposal. Where a proposal is considered "non-routine" and the broker therefore does not have discretion to vote on the proposal, the unvoted shares are considered "broker non-votes."

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you owned as of the close of business on March 24, 2026 (defined above as the "Record Date").

What does it mean if I receive more than one proxy card?

You may receive more than one proxy card if your shares are registered in more than one name or are registered in different accounts. Please vote in the manner described below under "How do I vote?" for each proxy card to ensure that all of your shares are voted.

How does the Board recommend that I vote my shares?

Unless you give other instructions on your proxy card, the persons named as proxies on the card will vote in accordance with the recommendations of the Board. The Board's recommendation is set forth together with the description of each proposal in this proxy statement. The Board recommends a vote:

With respect to any other business that is properly brought before the Annual Meeting, the proxies will vote as recommended by the Board or, if no recommendation is given, in their own discretion. As of the date of this proxy statement, the Board had no knowledge of any business other than that described herein to be properly brought before the Annual Meeting or any adjournment or postponement thereof.

How do I vote?

For the election of the seven director nominees named in this Proxy Statement (Proposal 1), you may either vote "FOR" all or some of the nominees or you may "WITHHOLD" your vote for all or some of the nominees as you specify. For the ratification of the appointment of EisnerAmper LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal 2), you may vote "FOR" or "AGAINST," or you may "ABSTAIN" from voting. For the non-binding, advisory vote on a resolution relating to the compensation of our named executive officers (Proposal 3), you may vote "FOR" or "AGAINST," or you may "ABSTAIN" from voting. For the Exchange Proposal (Proposal 4), you may vote "FOR" or "AGAINST," or you may "ABSTAIN" from voting.

The procedures for voting are as follows:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record on the Record Date, you may (a) vote by means of remote communication via the Internet, at the Annual Meeting or (b) submit your voting instructions by proxy either by mail, on the Internet or over the phone. Whether or not you plan to attend the Annual Meeting, we urge you to complete and return the enclosed proxy card by mail or submit your proxy over the telephone or the Internet as instructed below to ensure your vote is counted. You may still attend the Annual Meeting and vote by means of remote communication via the Internet even if you have already submitted your voting instructions, as described under "May I change my vote after submitting my proxy card?" below.

If you sign the proxy card but do not make specific choices, your proxy will vote your shares as recommended by our Board (which recommendations are set forth above under the question "How does the Board recommend that I vote my shares?").

If any other business is properly brought before the Annual Meeting, the proxies will vote as recommended by the Board or, if no recommendation is given, in their own discretion. As of the date of this proxy statement, we know of no other business that may be properly brought before the Annual Meeting, other than those listed in the Notice of Annual Meeting of Stockholders.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from us. Simply complete and mail the proxy card and voting instructions to ensure that your vote is counted.

Alternatively, you may submit your voting instructions by telephone or over the Internet as instructed by your broker, bank or other agent, if applicable. To vote by means of remote communication via the Internet at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a proxy form.

How do I submit questions at the Annual Meeting?

During the Annual Meeting, if you wish to ask a question, you may do so by entering your question in the text box and clicking "submit". If questions submitted are repetitive as to a particular topic, the presiding officer of the Annual Meeting may limit discussion on such topic. During the formal portion of the Annual Meeting, all questions presented should relate directly to the proposal under discussion. We will also hold a question and answer period at the end of the Annual Meeting, as time permits, during which time we welcome questions not relating to specific proposals to be considered by stockholders at the Annual Meeting.

Please review the Annual Meeting's Rules of Conduct for further details. The Annual Meeting's Rules of Conduct will be posted on www.virtualshareholdermeeting.com/RCKT2026prior to the date of the Annual Meeting.

How do I get Annual Meeting technical assistance?

Beginning 15 minutes prior to the start of and during the Annual Meeting, we will have a support team ready to assist stockholders with any technical difficulties they may have accessing or hearing the Annual Meeting. If you encounter any difficulties accessing the Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting log-in page.

May I change my vote after submitting my proxy card?

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the stockholder of record of your shares, you may revoke your proxy in any one of the following four ways:

If your shares are not registered in your own name, you will need the appropriate documentation from the stockholder of record to vote personally at the Annual Meeting. If your shares are held by your broker, bank or another party as a nominee or agent, you should follow the instructions provided by such party. Your personal attendance at the Annual Meeting does not revoke your proxy. Your last vote, prior to or at the Annual Meeting, is the vote that will be counted.

Who will bear the expense of soliciting proxies?

The Company will pay the cost for the solicitation of proxies by the Board. The solicitation of proxies will be made primarily by mail and through Internet access to materials. Proxies may also be solicited personally, by telephone or

e-mail by employees of Rocket without any remuneration to such individuals other than their regular compensation. Rocket will also reimburse brokers, banks, custodians, other nominees and fiduciaries for forwarding these materials to their principals to obtain the authorization for the execution of proxies.

How can I find the voting results from the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K that we expect to file no later than four business days after the Annual Meeting. If final voting results are not available by the time we file the Form 8-K, we will disclose the preliminary results in the Form 8-K and, within four business days after the final voting results are known to us, file an amended Form 8-K to disclose the final voting results.

PROPOSAL 1

 

ELECTION OF DIRECTORS

Upon the recommendation of the nominating and corporate governance committee of the Board (the "Nominating and Corporate Governance Committee"), the Board has nominated Dr. Roderick Wong, Mr. Carsten Boess, Dr. Mikael Dolsten, Dr. Peter Fong, Dr. Fady Malik, Dr. Gaurav Shah and Mr. David P. Southwell to serve as directors and to hold office until the Company's annual meeting of stockholders in 2027 (each to serve until their respective successors have been duly elected and qualified or until their earlier death, resignation or removal). Each of the foregoing persons currently serves as a director, and each has indicated a willingness to continue to serve as a director. Dr. Elisabeth Björk and Mr. Piratip Pratumsuwan currently serve as directors and will not stand for re-election at the Annual Meeting.

Vote Required

Directors are elected by a plurality of the votes cast at the Annual Meeting by the holders of shares present by means of remote communication via the Internet or represented by proxy and entitled to vote on the election of the directors. The seven director nominees receiving the highest number of "FOR" votes will be elected as directors. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the seven nominees named above. If any of the nominees become unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by our Board.

Our Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF THE DIRECTOR NOMINEES SET FORTH ABOVE.

DIRECTORS AND NOMINEES

There are no arrangements or understanding between any current director, or nominee for director named in this proxy statement, pursuant to which such director or nominee was selected as a director or nominee. Additionally, there are no family relationships among our directors, officers, or the nominees for director named in this proxy statement. We know of no reason why any of the director nominees named in this proxy statement may be unable to serve as a director if elected at the Annual Meeting. If any of the director nominees named in this proxy statement are unable to serve, your proxy may vote for another nominee proposed by the Board. If for any reason any of the director nominees named in this proxy statement prove unable or unwilling to stand for election, the Board will nominate alternate(s) or reduce the size of the Board to eliminate the vacancy.

Dr. Elisabeth Björk and Mr. Piratip Pratumsuwan, directors who have served since 2020 and 2025, respectively, will not stand for re-election at the Annual Meeting and their terms will end upon the election of the Board at the Annual Meeting.

On January 4, 2018, Rocket Pharmaceuticals, Inc. (f/k/a Inotek Pharmaceuticals Corporation) completed a reverse merger (the "Reverse Merger") of a wholly-owned subsidiary with and into Rocket Pharmaceuticals, Ltd. ("Private Rocket"). Following the completion of the Reverse Merger, the surviving company, Private Rocket, became a wholly owned subsidiary of the Company and the Company changed its corporate name from Inotek Pharmaceuticals Corporation to Rocket Pharmaceuticals, Inc.

Nominees for Election as Directors

Set forth below are the names, ages, principal occupations, and business experience, as well as their prior service on the Board, of the seven director nominees proposed to be elected at the Annual Meeting. The ages of the director nominees are as of March 24, 2026.

Unless otherwise indicated, principal occupations shown for each director have extended for five or more years. Stockholders will be voting on the election as directors of all of the individuals below.

Roderick Wong, M.D. has served as Chairman of our Board since January 2018. Dr. Wong served as the Chairman of the Board for Private Rocket from July 2015 until January 2018. Following the Annual Meeting, Dr. Wong will step down as the Chairman of the Board, but will continue to serve as a member of the Board if he is elected at the Annual Meeting. Dr. Wong has over 20 years of healthcare investment experience. Since 2010, he has served as Managing Partner and Chief Investment Officer of RTW Investments, LP ("RTW"), a healthcare-centered investment firm. He also serves on the board of Avidity Biosciences, Inc. and Landos Biopharma, Inc. Prior to RTW, Dr. Wong was a Managing Director and the Portfolio Manager for the Davidson Kempner Healthcare Funds. Prior to joining Davidson Kempner, Dr. Wong held various healthcare investment and healthcare research roles at SAC Capital Company and Cowen & Company. Dr. Wong previously served on the board of directors of Penwest Pharmaceuticals, Health Sciences Acquisitions Corporation and Health Sciences Acquisitions Corporation 2. He received an M.D. from the University of Pennsylvania Medical School, received an M.B.A. from Harvard Business School, and graduated with a B.S. in Economics from Duke University. We believe that Dr. Wong is qualified to serve on our Board due to his years of experience in, and extensive knowledge of, the biopharmaceutical industry.

Carsten Boess has served as one of our directors since January 2016. He previously served as Executive Vice President of Corporate Affairs at Kiniksa Pharmaceuticals, a publicly-traded biotechnology company, and as Senior Vice President and Chief Financial Officer at Synageva Biopharma Corporation from 2011 until the company's acquisition by Alexion Pharmaceuticals in 2015. Prior to his role at Synageva, Mr. Boess served in multiple roles with increasing responsibility for Insulet Corporation, including Chief Financial Officer from 2006 to 2009 and Vice

President of International Operations from 2009 to 2011. Prior to that, Mr. Boess served as Executive Vice President of Finance for Serono Inc. from 2005 to 2006. In addition, he was a member of the Geneva-based World Wide Executive Finance Management Team while at Serono. Mr. Boess was also Chief Financial Officer at Alexion Pharmaceuticals and was a finance executive at Novozymes of North America and Novo Nordisk in France, Switzerland and China. He is also a board member of Avidity Biosciences, Inc. and Achilles Therapeutics plc, a privately held biopharmaceuticals company, and previously served on the board of directors of Health Sciences Acquisitions Corporation 2. Mr. Boess received a Bachelor's degree and Master's degree in Economics and Finance, specializing in Accounting and Finance from the University of Odense, Denmark. We believe that Mr. Boess' qualifications to serve on our Board include his business and financial experience working at pharmaceutical companies.

Mikael Dolsten, M.D., Ph.D. has served as one of our directors since September 2024. Dr. Dolsten previously served as Chief Scientific Officer, President, Pfizer Research and Development at Pfizer, Inc., a global biopharmaceutical company, a position he commenced in July 2023. Prior to his role at Pfizer, Dr. Dolsten served as Chief Scientific Officer and President, Worldwide Research, Development and Medical from January 2019 until July 2023; President of Worldwide Research and Development from December 2010 until December 2018; Senior Vice President, President of Worldwide Research and Development from May 2010 until December 2010 and Senior Vice President, President of Pfizer BioTherapeutics Research & Development Group from October 2009 until May 2010. Dr. Dolsten served as Senior Vice President of Wyeth Pharmaceuticals, Inc., a public biopharmaceutical company, from 2008 until it was acquired by Pfizer in 2009, and President of Wyeth Research from 2008 to 2009. Prior to joining Wyeth, Dr. Dolsten was a Private Equity Partner at Orbimed Advisors, LLC, a healthcare-focused investment firm, and Executive Vice President, Head of Pharma Research at Boehringer Ingelheim, a pharmaceutical company. Dr. Dolsten also previously held research leadership positions at AstraZeneca plc, Pharmacia and Upjohn Company. Dr. Dolsten currently serves on the Board of Directors of Agilent Technologies, Inc. (NYSE:A), a U.S. publicly traded life sciences, diagnostics and applied chemical analysis company since September 2021 and Vimian Group AB, a Swedish public limited liability company supporting veterinary professionals, since April 2021. Dr. Dolsten previously served on the board of directors of Karyopharm Therapeutics Inc., a public pharmaceutical company from March 2015 to December 2021. We believe that Dr. Dolsten's qualifications to serve on our Board include his experience working at pharmaceutical companies and extensive knowledge of the healthcare industry.

Peter Fong, M.D., Ph.D. has served as one of our directors since September 2025. Following the Annual Meeting, Dr. Fong will serve as the Chairman of the Board if he is elected at the Annual Meeting. Dr. Fong has more than 20 years of scientific, venture capital, and biopharma leadership experience. He currently serves as Partner and President at RTW. In addition to his broad management across the firm, he also leads RTW's Asset Development & Financing division. This team is responsible for RTW's company creation efforts and its focus on building next-generation biotech firms capable of bringing life-saving medicines to patients. He is Chairman of Prolium Biosciences and Yarrow Biotechnologies and an executive board member of Corxel Pharmaceuticals, each of which was founded by RTW under his leadership. Prior to joining RTW, Dr. Fong worked at Flagship Pioneering in Cambridge as a Senior Principal on the innovation team, where he led the creation of four Flagship-backed companies. Earlier in his career, Dr. Fong held key roles in business development and company building. At Genentech, he worked in oncology business development leading a partnership with BioNTech on mRNA-based personalized cancer vaccines, at Memorial Sloan-Kettering leading its New Ventures & Business Development unit, and as Co-Founder and VP of R&D at Carigent Therapeutics, which was spun out of Yale University. He also worked as a chemist for General Electric between his undergraduate and graduate education. Dr. Fong earned a Ph.D. in Bioengineering from Yale University, where he was subsequently a James Hudson Brown, Alexander Brown Coxe Postdoctoral Fellow. He also holds a BS in Biochemistry from Indiana University. We believe that Dr. Fong is qualified to serve on our Board due to his years of experience in, and extensive knowledge of, the biopharmaceutical industry.

Fady Malik, M.D., Ph.D. has served as one of our directors since March 2022. Dr. Malik has served as the Executive Vice President of Research and Development at Cytokinetics, Inc., a publicly-traded biopharmaceutical company focused on discovering, developing, and commercializing muscle activators and inhibitors, since November 2015, and he has been with Cytokinetics since its inception in 1998. Prior to taking on his current role in 2015, Dr. Malik had several other roles of increasing seniority within Cytokinetics, including serving as the Senior Vice President of Research and Development from August 2014 to November 2015, as the Senior Vice President of Research and Early Development from June 2012 to August 2014 and as Vice President, Biology from March 2008

to June 2012, all of which roles were focused towards building Cytokinetics' cardiovascular and skeletal muscle programs from their conception. In addition, since 2000, Dr. Malik has held an appointment in the Cardiology Division of the University of California, San Francisco, where he is currently a Clinical Professor. Dr. Malik is a cardiologist by training, and he was a practicing Interventional Cardiologist at the San Francisco Veterans Administration Medical Center for over 18 years. Dr. Malik received a B.S. from the University of California at Berkeley, a Ph.D. from the University of California at San Francisco and his M.D. from the University of California at San Francisco. We believe that Dr. Malik's qualifications to serve on our Board include his depth of knowledge of the pharmaceutical industry and his many years of experience in clinical research and drug development.

Gaurav Shah, M.D. has served as our Chief Executive Officer and as one of our directors since January 2018. Dr. Shah was appointed Chief Executive Officer of Private Rocket in September 2015. Prior to joining Private Rocket, from 2011 to 2015, Dr. Shah held various leadership positions at Novartis including Global Program Head for CART-19, Global Clinical Program Head for CTL-019 and Biosimilars, and Global Clinical Leader for Afinitor. Prior to Novartis, he spent three years at Eli Lilly and Company as Medical Director overseeing clinical development of numerous programs including olaratumab. During his industry tenure, he has participated in several drug development programs resulting in successful regulatory approvals, such as CTL-019 in pediatric ALL, the first cell and gene therapy approved in the U.S., and successful commercial launches. He also serves on the boards of Talaris Therapeutics, Inc. and privately-held Altheia Science. Prior to joining industry, Dr. Shah was Assistant Professor of Medicine/Oncology at Columbia University. He holds a B.A. in Behavioral Neuroscience from Harvard University and an M.D. from Columbia University. Dr. Shah completed his internal medicine residency at Brigham & Women's Hospital/Harvard Medical School and completed his hematology/oncology fellowship training at the Memorial-Sloan Kettering Cancer Center. We believe Dr. Shah is qualified to serve on our Board due to his role as Chief Executive Officer of the Company and his significant leadership and management experience in the biopharmaceutical industry.

David P. Southwellhas served as one of our directors since August 2014. He served as President, Chief Executive Officer and board member of TScan Therapeutics, a publicly-traded, clinical-stage biopharmaceutical company from October 2018 through March 2023. Mr. Southwell previously served as the President and Chief Executive Officer of Inotek from July 2014 to January 2018. From March 2010 to October 2012, Mr. Southwell served as Executive Vice President, Chief Financial Officer of Human Genome Sciences, Inc., which is owned by GlaxoSmithKline plc. Prior to his time at Human Genome Sciences, Mr. Southwell served as Executive Vice President and Chief Financial Officer of Sepracor Inc. from July 1994 to July 2008. Mr. Southwell has also served on the board of directors of PTC Therapeutics Inc. since December 2005 and Spero Therapeutics, Inc. from February 2018 to April 2019. Mr. Southwell received a B.A. from Rice University and an M.B.A. from Dartmouth College, where he served on the Board of Overseers from 2011 to 2020. We believe that Mr. Southwell's qualifications to serve on our Board include his broad experience serving on the boards of directors of public companies, his specific experience with public therapeutics companies and his executive leadership, managerial and business experience.

Information about Our Executive Officers

The following table identifies our executive officers and sets forth their current position(s) and their ages as of March 24, 2026.

You should refer to "Nominees for Election as Directors" above for information about our Chief Executive Officer, Gaurav Shah, M.D. Biographical information for our other executive officers, as of March 24, 2026, is set forth below.

Sarbani Chaudhuri, M.B.A. joined Rocket as Chief Commercial & Medical Affairs Officer in April 2025. Ms. Chaudhuri, age 50, most recently served as the Vice President at Johnson & Johnson Innovative Medicine leading hematology from February 2022 through March 2025, where she was a driving force in J&J becoming the top hematology company worldwide in 2024. She led exponential growth of the multi-billion-dollar business, building an industry-leading multiple myeloma powerhouse with DARZALEX® and launching pioneering cell therapy and bispecifics CARVYKTI®, TECVAYLI®, TALVEY®, while expanding into lymphoma and leukemia with a next-generation pipeline. Prior to Johnson & Johnson, Ms. Chaudhuri served as Global Head of ENHERTU® and Breast Cancer at AstraZeneca from June 2020 through November 2021, where she established an unparalleled leadership foundation through unlocking multiple HER2-directed tumors. Before AstraZeneca, Ms. Chaudhuri worked at Pfizer from January 2014 through June 2020 in several roles of increasing responsibility. Earlier in her career, Ms. Chaudhuri also worked at Novartis, where she held several leadership roles within Novartis' U.S. sales and marketing organization, playing a key role in strengthening the U.S. go-to-market model. Ms. Chaudhuri received a Bachelor of Engineering degree from VJTI, University of Mumbai, a Master of Business Management from XLRI, Institute of Management Studies, and an MBA from the University of Pennsylvania, with a focus on healthcare management.

Syed Rizvi, M.D., joined Rocket as Chief Medical Officer in September 2025. Dr. Rizvi most recently served as Chief Medical Officer at Poseida Therapeutics, an allogeneic cell therapies and genetic medicines company, where he advanced Poseida's promising pipeline of allogeneic CAR-T and gene therapy programs to the point of the company's acquisition by Roche in January 2025. Before Poseida, Syed was Chief Medical Officer at Caribou Biosciences, an allogeneic cell therapy company, where he was responsible for overall strategy and execution of all clinical development programs. Prior to this, he served as Chief Medical Officer at Chimeric Therapeutics, where he helped build the company's pipeline by licensing programs from leading universities and progressing existing programs through the clinical development process. Previously, Dr. Rizvi held a series of global clinical leadership roles of increasing responsibility at Legend Biotech, Celgene, Novartis, Merck, and Genta Inc. Dr. Rizvi received his M.D. from Dow Medical College and spent several years in direct patient care before joining Saint Vincent's Comprehensive Cancer Center in New York. He has authored multiple scientific publications in peer-reviewed journals and is a member of the American Society of Clinical Oncology, the American Society of Hematology, the American Society for Transplantation and Cellular Therapy, and the European Hematology Association, among other professional organizations.

Christopher Stevens, joined Rocket as Chief Operating Officer in July 2025. Mr. Stevens most recently served as the Executive Vice President and Chief Patient Supply Officer from October 2022 through July 2025 at Spark Therapeutics, a private gene therapy company, where he successfully led teams across manufacturing, supply chain, quality, compliance, engineering, EHS, and facilities, playing a key role in delivering gene therapies to patients globally. During his tenure at Spark, he was also Head of Manufacturing from February 2017 through April 2020, through the approval and launch of Luxturna, the first gene therapy approved for a genetic disease in the U.S. and EU. Mr. Stevens later served as Asset General Manager, from April 2020 through May 2022, for the Hemophilia A program and subsequently Head of Product Strategy, from May 2022 through October 2022, overseeing program development for Spark's entire portfolio. Prior to Spark, Mr. Stevens was at GlaxoSmithKline, a global biopharma company, from January 2013 through February 2017, where he led teams focused on strategy, operations, and planning, as well as GMP clinical manufacturing operations including process transfer and cell banking. Earlier in his career he held roles of increasing responsibility at Bristol-Myers Squibb, a global biopharma company, from June 2001 through January 2013, in process engineering, manufacturing and supply chain in Massachusetts, Indiana and Puerto Rico. Mr. Stevens currently serves as President of the Board at A Haven - a non-profit family grief center in Chester County, Pennsylvania. He received his M.S. in Industrial Management from the University of Southern Indiana and a B.S. in Chemical Engineering from Purdue University.

Jonathan Schwartz, M.D. joined Rocket as Chief Medical Officer in January 2018 in connection with the Reverse Merger. Dr. Schwartz served as Chief Medical Officer from January 2018 until he transitioned to Chief Gene Therapy Officer in April 2023. In March 2024, Dr. Schwartz became Rocket's Chief Medical & Gene Therapy Officer. Dr. Schwartz joined Private Rocket in January 2016 and served as Chief Medical Officer and Head of Clinical Development until the Reverse Merger. Dr. Schwartz has over 20 years of combined clinical practice and

drug development experience. Prior to Private Rocket, Dr. Schwartz was Vice-President of Clinical Development at Stemline Therapeutics, where he oversaw development efforts for anticancer, vaccine and small-molecule platforms, a position he held since 2014. Prior to Stemline, he spent seven years at Eli Lilly and Company in several leadership positions, including Vice-President of Clinical Science, where he led development teams for numerous drug programs including ramucirumab.

Previously, Dr. Schwartz was Associate Professor of Medicine at the Mount Sinai Medical Center in New York, specializing in the treatment and translational research of hepatobiliary malignancies and also served as Director for the Hematology-Oncology Fellowship training program. He has a B.A. in American Civilization from Brown University and an M.D. from Washington University (St. Louis). He completed post-graduate Internal Medicine and Hematology-Oncology training at the Mount Sinai and New York Presbyterian Hospitals.

John Militello, CPA joined as the Company's Controller in January 2018 and is currently the Vice President of Finance, Senior Controller & Treasurer, Principal Accounting Officer. Mr. Militello served as the Company's Interim Principal Financial Officer from March 2022 to March 2024. Before joining the Company, Mr. Militello served as the Vice President of Finance and Principal Financial and Accounting Officer with Immune Pharmaceuticals Inc. from April 2015 to November 2017. Prior to that Mr. Militello was an Assistant Controller with Travere Therapeutics, formerly Retrophin, Inc. (NASDAQ: TVTX), a San Diego based biotech company. Mr. Militello was a Senior Manager in the biotech practice of BDO USA, LLP serving multi-national SEC registrants. Mr. Militello is a Certified Public Accountant and earned his Bachelor of Science degree in Accounting from St. Joseph's College.

Martin Wilson, J.D. joined Rocket as General Counsel and Chief Compliance Officer in November 2021 and became Chief Corporate Officer in March 2024. Mr. Wilson was appointed interim Principal Financial Officer in September 2025. Mr. Wilson has over 20 years of legal, compliance and executive experience and accomplishment within the life sciences industry. Before Rocket, Mr. Wilson was General Counsel and Chief Corporate Officer at Ichnos Sciences Inc. ("Ichnos"), a research and development company focused on oncology, autoimmune disease and pain management, from January 2020 through November 2021. Prior to his time at Ichnos, Mr. Wilson served as General Counsel at Teligent Inc., a generic pharmaceutical company, from April 2017 through December 2019. Mr. Wilson earned his Juris Doctorate from Villanova University Charles Widger School of Law.

Information about the Board and Corporate Governance

Board of Directors

The Board oversees our business and monitors the performance of our management. Our executive officers and management oversee the day-to-day operations.

The Board held six meetings during the year ended December 31, 2025. During the year ended December 31, 2025, each director then in office attended at least 75% of the total of (i) the meetings of the Board held during the period for which he or she has been a director and (ii) the meetings of the committee(s) on which that director served during such period. Each of our directors then in office attended our 2025 annual meeting of stockholders. It is our policy to encourage our directors to attend the Annual Meeting.

The Board is also focused on overboarding concerns and strongly believes that all directors have sufficient time and attention to devote to Board duties and to otherwise fulfill the responsibilities required of directors. Prior to recommending a candidate as a nominee for director, the Nominating and Corporate Governance Committee reviews the candidate's professional commitments, including the number of boards on which the candidate serves and considers whether those commitments may limit the ability of the candidate to devote sufficient time and attention to Board duties.

Board of Directors Independence

Under the listing requirements and rules of Nasdaq, independent directors must compose a majority of a listed company's board of directors. In addition, applicable Nasdaq rules require that, subject to specified exceptions, each member of a listed company's audit, compensation and nominating committees must be independent within the meaning of applicable Nasdaq rules. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Our Board has undertaken a review of the independence of each director and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. In making this determination, our Board considered the current and prior relationships that each

non-employee director has with our Company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. As a result of this review, our Board determined that each of Dr. Björk, Mr. Boess, Dr. Malik, Mr. Pratumsuwan, Dr. Southwell, and Dr. Fong qualify as "independent" directors within the meaning of the Nasdaq rules. As required under applicable Nasdaq rules, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present. Dr. Wong is the current Chairman of our Board and is not considered an independent director due to his role as chairman of an affiliate, RTW, and his continued role as an employee of the Company. Dr. Shah is our Chief Executive Officer and not considered an independent director. Dr. Dolsten was party to a consulting agreement with the Company pursuant to which he receives compensation for providing R&D consulting services and is not considered an independent director. Consistent with Nasdaq listing requirements, the independent directors regularly have the opportunity to meet in executive sessions without Dr. Wong, Dr. Shah and Dr. Dolsten in attendance. The purpose of these executive sessions is to promote open and candid discussion among the independent directors. We do not have a lead independent director.

Committees of the Board

The Board has an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. During the year ended December 31, 2025, the Audit Committee held four meetings, the Compensation Committee held six meetings, and the Nominating and Corporate Governance Committee held three meetings. Continuing directors and our nominees for election as director are strongly encouraged to attend the annual meeting of stockholders and to participate in our committee meetings. The following table provides membership information for each committee:

Audit Committee

The members of the audit committee of the Board (the "Audit Committee") are Dr. Elisabeth Björk, Mr. Carsten Boess, and Mr. Piratip Pratumsuwan. Mr. Boess serves as chair of the Audit Committee. The Audit Committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq and which is available on our website at www.ir.rocketpharma.com/corporate-governance/governance-highlights. The inclusion of our website address here and elsewhere in this proxy statement does not include or incorporate by reference the information on our website into this proxy statement.

Our Board has determined that Dr. Björk, Mr. Boess, and Mr. Pratumsuwan are independent as independence is currently defined in Rule 5605 of the Nasdaq listing standards and Rule 10A-3 under the Exchange Act. In addition, our Board has determined that each member of the Audit Committee is financially literate, and that Mr. Boess qualifies as an "audit committee financial expert" as defined in applicable SEC rules. In making this determination, our Board has considered the formal education and nature and scope of their previous experience, coupled with past and present service on various audit committees. The responsibilities of our Audit Committee include, among other things:

Dr. Elisabeth Björk and Mr. Piratip Pratumsuwan will not stand for re-election at the Annual Meeting, and their terms as directors, including as members of the Audit Committee will end upon the election of the Board at the Annual Meeting.

AUDIT COMMITTEE REPORT^*

The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2025 with management and our registered public accounting firm, EisnerAmper LLP. The Audit Committee has discussed with EisnerAmper LLP the matters required by the applicable standards of the Public Company Accounting Oversight Board ("PCAOB") and the Securities and Exchange Commission. The Audit Committee has also received the written disclosures and the letter from EisnerAmper LLP required by applicable requirements of the PCAOB regarding EisnerAmper LLP's communication with the Audit Committee concerning independence, and has discussed with EisnerAmper LLP the firm's independence. Based on the foregoing, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, for filing with the SEC.

Rocket Pharmaceuticals, Inc.

Audit Committee

Carsten Boess, Chairman

Elisabeth Björk

Piratip Pratumsuwan

Nominating and Corporate Governance Committee

The members of our Nominating and Corporate Governance Committee are Mr. David Southwell and Dr. Peter Fong. Mr. Southwell serves as chairman of the Nominating and Corporate Governance Committee. Our Board has determined that all members of our Nominating and Corporate Governance Committee are independent as independence is currently defined in Section 5605 of the Nasdaq listing standards. The Nominating and Corporate Governance Committee operates under a written charter that satisfies the applicable standards of Nasdaq and is available on our website at www.ir.rocketpharma.com/corporate-governance/governance-highlights. The inclusion of our website address here and elsewhere in this proxy statement does not include or incorporate by reference the information on our website into this proxy statement.

The responsibilities of our Nominating and Corporate Governance Committee include, among other things:

The Nominating and Corporate Governance Committee periodically determines the qualifications, qualities, skills and other expertise required to be a director and develops, subject to approval by the full Board, criteria to be considered in selecting nominees for director. Among other things, the Nominating and Corporate Governance Committee considers whether the Board reflects the balance of knowledge, experience, skills, expertise, integrity, and ability to make analytical inquiries that the Nominating and Corporate Governance Committee deems appropriate and it assesses the effectiveness of this policy/goal during the Board's annual evaluation. The Nominating and Corporate Governance Committee has not adopted a policy regarding the consideration of diversity in identifying director nominees. The process followed by the Nominating and Corporate Governance Committee to identify and evaluate director candidates includes requests to current directors and others for background material relating to potential candidates and interviews of selected candidates by members of the Nominating and Corporate Governance Committee and the Board. The Nominating and Corporate Governance Committee may use outside consultants to assist in identifying or evaluating candidates. Final approval of director candidates is determined by the full Board.

The Nominating and Corporate Governance Committee will consider qualified candidates for directors recommended by stockholders. In general, stockholder recommendations are evaluated on the same basis as any recommendation from members of the Board or management of the Company. Recommendations should be sent to our Secretary, c/o Rocket Pharmaceuticals, Inc., 9 Cedarbrook Drive, Cranbury, New Jersey 08512. For additional information about our director nomination requirements, please see "Stockholder Proposals and Nominations" and our Amended and Restated Bylaws ("bylaws").

Compensation Committee

The members of our Compensation Committee are Mr. Carsten Boess, Mr. David Southwell and Dr. Peter Fong. Mr. Southwell serves as chairman of the Compensation Committee. All members of the Compensation Committee are independent as independence is currently defined in Section 5605 of the Nasdaq listing standards. The Compensation Committee operates under a written charter that satisfies the applicable standards of Nasdaq and is available on our website atwww.ir.rocketpharma.com/corporate-governance/governance-highlights. The inclusion of our website address here and elsewhere in this proxy statement does not include or incorporate by reference the information on our website into this proxy statement.

The responsibilities of the Compensation Committee include, among other things:

As part of its process for approving or recommending to the Board the compensation for our senior executives other than our Chief Executive Officer, the Compensation Committee reviews and considers the recommendations made by our Chief Executive Officer. In fulfilling its responsibilities, the Compensation Committee may delegate any or all of its responsibilities to a subcommittee of the Compensation Committee, but only to the extent consistent with our certificate of incorporation, bylaws, Nasdaq rules, and other applicable law. In addition, pursuant to its charter, the Compensation Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive and director compensation. Since October 2016, the Compensation Committee has directly engaged a compensation consultant to assist with matters relating to senior executive and director compensation. The Compensation Committee requested that its compensation consultant:

The Compensation Committee's compensation consultant ultimately developed recommendations that were presented to the Compensation Committee for its consideration. These recommendations covered the executive and Board pay programs. Semler Brossy Consulting Group LLC ("Semler Brossy") has served as the Compensation Committee's compensation consultant since June 2019. Pursuant to the factors set forth in Item 407 of Regulation S-K of the Exchange Act, the Compensation Committee reviewed the independence of Semler Brossy, and conducted a conflicts of interest assessment (taking into consideration factors specified in the Nasdaq listing standards) on Semler Brossy. The Compensation Committee concluded that Semler Brossy is independent and their work for the Compensation Committee has not raised any conflicts of interest. No other fees were paid to Semler Brossy except fees related to their services to the Compensation Committee.

Compensation Committee Interlocks and Insider Participation

During the year ended December 31, 2025, each of Mr. David Southwell, Mr. Carsten Boess, and Dr. Peter Fong, Mr. Pedro Granadillo and Dr. Gotham Makker served on the Compensation Committee. No member of our Compensation Committee then in service had ever been an officer or employee of the Company or had any other relationship requiring disclosure herein. None of our executive officers then in office served as a member of the board of directors or compensation committee of any other entity that had one or more of its officers serving on our Board or Compensation Committee.

Board Leadership

Dr. Roderick Wong currently serves as the Chairman of our Board. If elected, following the Annual Meeting, Dr. Fong will serve as the Chairman of the Board. Our Board has determined that its current structure, with separate Chairman and Chief Executive Officer roles, is in the best interests of the Company and its stockholders at this time. The Board believes this governance structure promotes balance between the Board's independent authority to oversee our business and the Chief Executive Officer and his management team who manage the business on a day-to-day basis. Our Board believes this leadership structure is appropriate for us, given Dr. Fong's years of experience in, and extensive knowledge of, the biopharmaceutical industry and his ability to effectively identify strategic priorities for the Company.

Risk Oversight

Risk assessment and oversight are an integral part of our governance and management processes. Our Board encourages management to promote a culture that incorporates risk management into the Company's corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing the Company. Throughout the year, senior management reviews these risks with the Board at regular Board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks.

Our Board does not have a standing risk management committee, but instead administers this oversight function directly through our Board as a whole, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, and our Audit Committee is responsible for overseeing our significant financial and operational risk exposures and the steps our management has taken to monitor and control these exposures.

The Audit Committee also monitors compliance with legal and regulatory requirements, including managing violations of our code of business conduct and ethics, and considers and approves or disapproves any related-person transactions. Our Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance guidelines. Our Compensation Committee assesses and monitors whether any of our compensation policies or programs has the potential to encourage excessive risk-taking.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The code of business conduct and ethics is available on our website at www.ir.rocketpharma.com/corporate-governance/governance-highlights, under the corporate governance tab on our website. We intend to satisfy applicable disclosure requirements regarding an amendment to,

or a waiver from, a provision of our code of business conduct and ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions, by posting such information on our website at the Internet address set forth above within four business days following the date of amendment or waiver. The inclusion of our website address here and elsewhere in this proxy statement does not include or incorporate by reference the information on our website into this proxy statement.

Stockholder Communications with Our Board

Stockholders wishing to communicate directly with our Board may send correspondence to our Secretary, c/o Rocket Pharmaceuticals, Inc., 9 Cedarbrook Drive, Cranbury, New Jersey 08512. Our Secretary will relay the information received to the Board. Stockholders may also visit our website at www.rocketpharma.comand select "Contact Us" to communicate online with us.

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Company's stockholders are being asked by the Audit Committee to ratify the appointment of EisnerAmper LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. EisnerAmper LLP served as the independent registered public accounting firm for Private Rocket from 2016 through the merger with Inotek and was appointed to be the independent registered public accounting firm for the Company on March 16, 2018. The Audit Committee is solely responsible for selecting the Company's independent registered public accounting firm, and stockholder approval is not required to appoint EisnerAmper LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. However, the Board believes that submitting the appointment of EisnerAmper LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 to the stockholders for ratification is good corporate governance. If the stockholders do not ratify this appointment, the Audit Committee will reconsider whether to retain EisnerAmper LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. If the appointment of EisnerAmper LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 is ratified by the Company's stockholders at the Annual Meeting, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time it decides that such a change would be in the best interest of the Company and its stockholders. Representatives of EisnerAmper LLP are expected to be present at the Annual Meeting. These representatives will be provided an opportunity to make a statement at the Annual Meeting if they desire to do so and will be available to respond to appropriate questions from stockholders.

Vote Required

The proposal to ratify the appointment of EisnerAmper LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026, requires the affirmative vote of a majority of the votes cast for and against this proposal at the Annual Meeting by holders of shares present by means of remote communication via the Internet or represented by proxy and entitled to vote on this proposal.

Our Recommendation

THE BOARD RECOMMENDS A VOTE "FOR" THE RATIFICATION OF EISNERAMPER LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026.

Pre-Approval Policies and Procedures

The Audit Committee pre-approves all audit and permissible non-audit services provided by the Company's independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval may be given as part of the Audit Committee's approval of the scope of the engagement of the independent registered public accounting firm or on an individual case-by-case basis. All of the services described below were approved by our Audit Committee.

Audit Fees and Services

The following table presents aggregate fees billed for each of the years ended December 31, 2025 and 2024 for professional services rendered by EisnerAmper LLP in the categories listed below.

The Audit Committee pre-approved all services provided by our independent registered public accounting firm for the fiscal year ended December 31, 2025.

(for 2024), review of financial statements included in the Form 10-Qs, and services normally provided by the accountant for statutory and regulatory filings or engagements for those fiscal years. The 2025 audit fees included $5,000 related to the consent for the March 2025 S-8 filing.

PROPOSAL 3

 

NON-BINDING, ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

Our Board is providing our stockholders with an opportunity to cast a non-binding, advisory vote on a resolution relating to the compensation of our named executive officers.

We have developed a compensation program that is designed to motivate employees to achieve short-term and long-term results that are in the best interests of our stockholders. We believe our compensation policy strikes an appropriate balance between the implementation of responsible, measured compensation practices and the effective provision of incentives for our named executive officers to exert their best efforts for our success.

We are asking for stockholder approval, on a non-binding, advisory basis, of a resolution relating to the compensation of our named executive officers as disclosed in this proxy statement, which includes the disclosures under the "Compensation Discussion and Analysis" section below, including the compensation tables and the narrative discussion following the compensation tables in this proxy statement. This vote, commonly referred to as the "Say on Pay" vote, is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the policies and practices described in this proxy statement. We currently hold our Say on Pay vote every year. Stockholders will have an opportunity to cast an advisory vote on the frequency of our Say on Pay votes at least every six years. The next advisory vote on the frequency of our Say on Pay vote will occur no later than the 2027 Annual Meeting of Stockholders.

The following resolution will be submitted for a stockholder vote at the Annual Meeting:

"BE IT RESOLVED THAT the Company's stockholders hereby approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers, as disclosed in the proxy statement for the 2026 Annual Meeting of Stockholders pursuant to Section 14A of the Exchange Act, including the Compensation Discussion and Analysis, the Summary Compensation Table, and the narrative disclosures that accompany the compensation tables."

As this vote is advisory, it will not be binding upon the Board or the Compensation Committee, and neither the Board nor the Compensation Committee will be required to take any action as a result of the outcome of this vote. However, the Compensation Committee will carefully consider the outcome of this vote when considering future executive compensation policies and decisions.

Vote Required

For approval, this proposal must receive the affirmative vote of a majority of the votes cast for and against this proposal by the holders of shares present by means of remote communication via the Internet or represented by proxy and entitled to vote on this proposal.

Our Recommendation

THE BOARD RECOMMENDS A VOTE "FOR" PROPOSAL NO. 3 TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE ABOVE RESOLUTION RELATING TO THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.

Our Business

We are a fully integrated, late-stage biotechnology company focused on the development, manufacturing, and potential commercialization of genetic therapies for rare and often fatal diseases with high unmet medical need. Our innovative multi-platform approach is designed to create best-in-class gene therapy product candidates aimed at correcting the underlying genetic causes of complex inherited cardiomyopathies and related disorders, with the potential to deliver transformative and durable clinical benefits. Our platform is supported by in-house research and development capabilities and current cGMP manufacturing facilities that enable end-to-end control of clinical production, process development, and scale-up for potential commercialization.

Our Strategy

We seek to bring hope and relief to patients with devastating, undertreated and rare diseases through the development and commercialization of potentially curative first-in-class gene therapies. As a fully integrated, late-stage biotechnology company, we have the resources and opportunity to generate a portfolio of highly differentiated and potentially first-in-class or best-in-class genetic medicines.

In July 2025, we announced a strategic corporate reorganization and pipeline prioritization designed to maximize near-term value, extend our operational runway, and position the Company for sustained long-term growth. This initiative focuses our resources on advancing our AAV cardiovascular gene therapy platform and supported the submission of our responses to the FDA's CRL for KRESLADI™. The program contemplates a scaled commercial effort tailored to the exceptionally small patient population affected by this ultra-rare indication. As part of this strategic realignment, we are also de-prioritizing further development activities related to our FA and PKD programs. As part of the restructuring, the Company implemented a reduction in the workforce of approximately 30%, which, along with other planned cost-saving initiatives, is expected to reduce Rocket's 12-month operating expenses by nearly 25%.

Our strategy is built on several foundational pillars:

In the near- and medium-term, we are focused on:

In the medium- and long-term, pending favorable data, we plan to:

Fiscal 2025 Business and Financial Highlights

In fiscal 2025, we achieved significant financial and business results, including:

PFO Transition

On September 8, 2025, Martin Wilson was appointed as the Company's interim Principal Financial Officer.

Stockholder Advisory Vote on Executive Compensation

Our stockholders have the opportunity annually to cast a non-binding, advisory vote to approve the compensation of our named executive officers. Consistent with the recommendation of our Board and the preference of our stockholders as reflected in the non-binding, advisory vote on the frequency of future "Say On Pay" votes conducted at our 2021 annual meeting of stockholders, we intend to provide for annual non-binding, advisory votes on the compensation of our named executive officers. The next non-binding, advisory vote on the frequency of our Say on Pay vote will occur no later than our 2027 annual meeting of stockholders.

At our 2025 annual meeting of stockholders, our Say On Pay proposal was approved by approximately 98% of the votes cast. While we view the strong support expressed in the Say On Pay proposal as a general endorsement of our named executive officer compensation program, we believe that it is constructive to have an ongoing dialogue with our stockholders and intend to take the views of our stockholders into consideration when making future decisions about named executive officer compensation.

Compensation Philosophy and Objectives

We have designed our executive compensation program to achieve the following objectives:

We believe that our executive compensation program should include short-term and long-term elements and should reward consistent performance in achieving the corporate and strategic objectives that support long-term value creation. We evaluate both performance and compensation to ensure that the compensation provided to our executive officers remains competitive relative to compensation paid by similar companies operating in the biotechnology and pharmaceuticals industry, in particular our peer companies, taking into account the role and performance of the individual executive and the performance and strategic objectives of Rocket Pharmaceuticals.

Compensation Policies and Practices

Our executive compensation and corporate governance programs are designed to link pay with operational performance and increase long-term stockholder value while striking a responsible balance between risk and reward. To accomplish these objectives, we have adopted the following policies and practices over time:

The compensation arrangements for our executive officers consist of base salary, performance-based cash incentives, equity awards, and broad-based welfare and health benefit programs. While we offer cash compensation in the form of base salaries and annual cash incentives, we intend equity compensation to be the central component of our executive compensation program.

We emphasize the use of equity to provide incentives for our executive officers to focus on the growth of our overall enterprise value and, correspondingly, to create value for our stockholders. The longer-term nature of equity mirrors the long-term investment in bringing new therapies to market and incentivizes continuity of leadership over the long term. For 2025, we provided annual equity compensation to our chief executive officer in the form of stock options at a weighting of 67% and RSUs at a 33% weighting (based on the grant date fair value of the awards under generally accepted accounting principles) and a 50% stock options weighting and 50% RSU weighting for other named executive officers. We believe that stock options serve as an effective performance incentive for our executive officers because the executive officer derives value only if our stock price increases and RSUs are complementary to stock options in that they are highly aligned with our stock price between the grant date and vesting dates. However, their shorter duration (i.e., lack of an exercise period) allow for value delivery to our named executive officers that is more consistent with the programs at other, larger pharma companies with which we compete for talent. The Compensation Committee also believes that stock options align our named executive

officers' compensation opportunities with sustainable long-term increases in our stock and fosters a "start-up" entrepreneurial culture that is critical to our company's identity.

The Compensation Committee intends to review our executive compensation program, including our equity compensation program, at least annually and with input from its independent compensation consultant. As part of this review process, the Compensation Committee considers whether our programs support our ability to attract, retain and motivate talented executive officers in a manner that drives the success of our business. This evaluation is conducted with input from the management team, as well as the Compensation Committee's consideration of competitive market data and input provided by the Compensation Committee's independent compensation consultant. The Compensation Committee also evaluates whether we are meeting our retention objectives and the potential cost of replacing key executive officers.

Compensation-Setting Process

The Compensation Committee is responsible for reviewing, evaluating, and approving the compensation arrangements of our executive officers and for establishing and maintaining our executive compensation policies and practices. The Compensation Committee seeks input and receives recommendations from our Chief Executive Officer when discussing the performance and compensation of other executive officers, and in determining the financial and accounting implications of our compensation programs and hiring decisions. The Compensation Committee is authorized to engage its own independent advisors to provide advice on matters related to executive compensation and general compensation programs. For additional information on our Compensation Committee, see "Board of Directors and Corporate Governance-Board Committees" elsewhere in this proxy statement.

EXECUTIVE COMPENSATION

We are a "smaller reporting company" under applicable SEC rules and are providing disclosure regarding our executive compensation arrangements pursuant to the rules applicable to smaller reporting companies, which means that we are not required to provide a compensation discussion and analysis and certain other disclosures regarding our executive compensation. The following discussion relates to the compensation of our named executive officers for 2025, consisting of Gaurav Shah, Christopher Stevens, and Martin Wilson.

2025 Summary Compensation Table

The following table sets forth the total compensation awarded to or earned by our NEOs during the fiscal years indicated.

2025 Outstanding Equity Awards at Fiscal Year-End

The following table provides information concerning outstanding equity awards held by each of our named executive officers as of December 31, 2025.

Executive Agreements; Termination and Change in Control Benefits

Executive Employment Agreement with Christopher Stevens

On July 7, 2025 (the "Effective Date"), the Company and Mr. Stevens entered into an executive employment agreement (the "Stevens Employment Agreement") pursuant to which he is initially entitled to receive an annual base salary of $525,000 and a target annual bonus of 45% of such salary. The Stevens Employment Agreement provided for initial new hire equity compensation equal to approximately $2,500,000, one-half of which to be in the form of options to purchase shares of the Company's common stock, and one-half of which to be in the form of RSUs. One-third of the RSUs and options vest on the first anniversary of the grant, and the remaining two-thirds

vest in eight quarterly increments over the following two years, subject to Mr. Stevens' continued employment with the Company. The Company has also agreed that on the first Monday of the month following the one-year anniversary of the Effective Date, Mr. Stevens will receive an additional equity compensation award with a total value of $500,000, using the closing price on the day of the grant. One-half of the additional grant will be in the form of options and one-half will be in the form of RSUs. The Company also paid Mr. Stevens a sign-on bonus of $250,000 in a lump sum thirty days following Mr. Stevens' start date. The Stevens Employment Agreement provides for a severance payment of nine months of annual base salary and nine months of Company-paid COBRA benefits upon certain qualifying terminations of employment and Mr. Stevens' execution of an irrevocable release of claims in favor of the Company. In connection with a qualifying termination within twelve months following a Change in Control (as defined in the Stevens Employment Agreement), Mr. Stevens would be entitled to a lump sum payment equal to twelve months of annual base salary, a lump sum amount equal to any annual bonus to which Mr. Stevens would have been entitled for the year in which termination occurs, and, if timely elected, twelve months of Company-paid COBRA benefits.

Severance and Change in Control Agreements

In October 2018, the Company entered into Severance and Change in Control Agreement (the "Severance Agreement") with Gaurav D. Shah, M.D.

The Severance Agreement provides the executive with certain severance benefits upon certain qualifying terminations of employment.

In connection with a termination of the executive's employment by the Company for Cause or by the executive without Good Reason (each as defined below), the executive is not entitled to any severance payments or benefits and is only entitled to receive (i) any accrued but unpaid base salary and accrued but unused vacation, (ii) any unpaid annual bonus with respect to any completed fiscal year immediately preceding the date of termination (provided, however, that if the executive is terminated for Cause, such bonus shall be forfeited), (iii) reimbursement for unreimbursed business expenses, and (iv) employee benefits, if any, to which the executive may be entitled as of the date of termination ((i) through (iv) collectively, the "Accrued Amounts").

In connection with a termination of the executive's employment with the Company without Cause or by the executive for Good Reason, the executive is entitled to receive the Accrued Amounts and, upon execution of an irrevocable release of claims in favor of the Company, (i) a lump sum payment equal to 12 months of the executive's annual base salary for the year in which termination occurs and (ii) if timely elected, 12 months of Company-paid COBRA benefits.

In connection with a termination of the executive's employment with the Company without Cause (other than on account of the executive's death or Disability) or by the executive for Good Reason within 12 months following a Change in Control (as defined below), the executive is entitled to receive, upon execution of an irrevocable release of claims in favor of the Company, (i) the Accrued Amounts, (ii) a lump sum payment equal to 18 months of the executive's annual base salary for the year in which termination occurs, (iii) a lump sum amount equal to any annual bonus to which the executive would have been entitled for the year in which termination occurs, and (iv) if timely elected, 18 months of Company-paid COBRA benefits.

In connection with a termination of the executive's employment upon death or Disability (as defined in the Severance Agreement) of the executive, the executive (or the executive's estate or beneficiaries) is entitled to receive the Accrued Amounts and a pro-rata portion of the annual bonus, if any, the executive would have earned for the year in which termination occurs.

Under certain circumstances, the payments and benefits provided under the Severance Agreement in connection with a Change in Control may not be eligible for a federal income tax deduction by us pursuant to Section 280G of the Code. Under certain circumstances, these payments and benefits may also subject the executive to an excise tax under Section 4999 of the Code. If the payments or benefits payable to an executive in connection with a Change in Control would be subject to the excise tax imposed under Section 4999 of the Code, then those payments or benefits will be reduced if such reduction would result in a greater net after-tax benefit to the executive.

For purposes of the Severance Agreement, "Cause" means (as determined by the Board in their discretion exercised in good faith):

For purposes of the Severance Agreement, "Good Reason" means the occurrence of any of the following in each case during the term of employment without the executive's written consent, which circumstances are not remedied by the Company within 30 days of its receipt of a written notice from the executive describing the applicable circumstances (which notice must be provided by the executive within 90 days of the executive's knowledge of the applicable circumstances):

For purposes of the Severance Agreement, a "Change in Control" shall be deemed to have occurred upon the occurrence of any one of the following events:

Severance and Change in Control Program

Mr. Wilson participates in the Company's Severance and Change in Control Program (the "Program"). Under the program, participants are eligible for benefits upon a termination of their employment by the Company without Cause or by the employee for Good Reason (a "qualifying termination").

Cause generally means as (i) any material breach by the participant of any agreement between the participant and the Company, (ii) the conviction of or plea of nolo contendere by the participant to a felony or a crime involving moral turpitude, or (iii) any material misconduct or willful and deliberate non-performance by the participant of the participant's duties to the Company (other than by reason of the participant's disability).

Good Reason generally means (i) any material, adverse change in the participant's duties, responsibilities, authority, title or reporting structure, (ii) a material reduction in the participant's base salary or bonus opportunity, (iii) a geographical relocation of the participant's principal office location by more than fifty (50) miles.

Under the Program, benefits are enhanced if the qualifying termination occurs after a Change in Control. Change in Control generally means (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company's outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) the sale of all of the stock of the Company to an unrelated person, entity or group thereof acting in concert, or (iv) any other transaction in which the owners of the Company's outstanding voting power immediately prior to such transaction

do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company.

The cash portion of the severance benefits will be payable in a lump sum within 14 days of the effective date of a release and waiver executed by the departing employee provided that if such effective date could span two calendar years depending on the date on which the employee signs the release, the benefits will not commence until the later calendar year.

Sale Event, Death and Disability Benefits under Equity Award Agreements

In addition, the stock option agreements and restricted stock unit agreements under the 2014 Plan with the named executive officers provide for accelerated vesting of 100% of the unvested portion of the shares underlying the stock option or restricted stock units upon a termination of the executive's employment with the Company without Cause or by the executive for Good Reason within 12 months following a Sale Event (as defined in the 2014 Plan), as well as in the event of termination due to death or permanent and total disability. In the event of an accelerated vesting of an executive officer's options due to death or permanent and total disability, such options are exercisable for a period of 12 months from the earlier of such date and the initial termination date.

Cause and Good Reason generally have the same meaning ascribed to such terms in the Severance and Change in Control Program (as defined below).

Sale Event generally means (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company's outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) the sale of all of the stock of the Company to an unrelated person, entity or group thereof acting in concert, or (iv) any other transaction in which the owners of the Company's outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company.

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing certain information, including the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning our pay-for-performance philosophy and how we align executive compensation with our performance, refer to the "Executive Compensation" section in this Proxy Statement.

The Pay Versus Performance Table below discloses the relationship between the compensation actually paid to the executive officers and the Company's financial performance during the years ended December 31, 2023, 2024, and 2025. The compensation information presented in this table is different from compensation information presented in the Summary Compensation Table above. The differences can largely be attributed to variation in the treatment of equity awards in each of these tables.

For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB's ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes. The assumptions used in calculating the fair value of the equity awards for 2025 did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table, except that the option valuations used an estimated term between 4.78 years and 9.2 years, an estimated volatility between 73% and 94%, and a risk-free rate between 3.6% and 4.4%.

Description of the Relationship Between Pay and Performance

The following charts illustrate (i) the relationship between compensation actually paid ("CAP") for our PEO and the average CAP for our Non-PEO NEOs against the Company's TSR and (ii) the relationship between our TSR and the TSR of our peer group:

 

The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company's net income:

 

DIRECTOR COMPENSATION

Non-Employee Director Compensation Policy

The purpose of the Company's non-employee director compensation policy is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company. The Company's compensation philosophy has been to target director cash compensation at or below the median and director equity grants in a competitive range of the median as compared to the same peer group the Company uses for executive compensation purposes, as disclosed above.

Semler Brossy, the Company's independent compensation consultant, advises on director pay and annually prepares a director compensation study for the June Compensation Committee meeting, which includes a director compensation review against the Company's peer group and an update on compensation trends and developments. In addition, Semler prepares an annual market and governance trend update for the September Compensation Committee meeting, and pertinent other updates are provided throughout the year as needed. The Company's Compensation Committee annually recommends approval of a non-employee director pay package to the full Board for approval at the Company's June Board meeting.

In September 2024, our Board adopted a policy governing the cash and equity compensation to its directors (the "Non-Employee Director Compensation Policy"). The Non-Employee Director Compensation Policy provides a schedule for the annual cash retainer for directors for board and committee service and the terms of the grants of equity awards to the directors. The policy limits the amount to be paid to any director in compensation for any fiscal year to the lesser of $1,000,000 ($1,500,000 for directors in their first year of joining the Board) and the 75th percentile of the compensation paid or granted to similarly situated non-employee members of the boards of directors of the companies comprising the peer group used by the Company for purposes of determining Director compensation for such fiscal year.

The fees paid to non-employee directors, other than our Chairman, for service on the Board and for service on each committee of the Board on which the director is a member are as follows:

We also reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending our Board and committee meetings. The Chairman of the Board does not receive any cash compensation and instead is compensated for service on the Board entirely in the form of equity. Our directors may elect to receive their annual retainer in options with aggregate grant date fair value equal to the cash amount of the retainer that they would have otherwise been entitled to receive on such date. Such options vest in full on the first anniversary of the grant date.

Pursuant to the Non-Employee Director Compensation Policy, directors are eligible to receive an annual equity award with a target dollar value of $360,000 (the "Annual Award"). This Annual Award is granted each year on the date of the annual meeting of stockholders of the Company. In addition, each person who first becomes a director on or following the effective date of the Non-Employee Director Compensation Policy is granted an initial award with a target dollar value of $360,000 (the "Initial Award"). Initial Awards vest monthly over a three year period and the Annual Award vests in full on the date of the next annual meeting of the stockholders of the Company following the grant.

For 2025, the Board approved equity grants to each non-employee director consisting of 30,000 RSUs, with a grant date fair value of $84,900. The Board elected to use a fixed-share grant approach in 2025 to manage potential dilution, as granting equity based on the $360,000 Annual Award target value would have required issuing more than four times the number of shares actually granted in 2025.

All of the foregoing option grants have or will have an exercise price equal to the fair market value of a share of common stock on the date of grant.

2025 Director Compensation Table

The following table presents the total compensation for each person who served as a member of our Board during 2025. Other than as set forth in the table, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our Board in 2025. Gaurav D. Shah, M.D., our Chief Executive Officer, received no compensation for his service as a director during 2025, and, consequently, is not included in this table. The compensation received by Dr. Shah as an employee during 2025 is presented in the "2025 Summary Compensation Table" earlier in this proxy statement and other related named executive officer compensation disclosures in this proxy statement.

In February 2025, the Company entered into a consulting agreement with Mikael Dolsten, one of the Company's board members, effective March 3, 2025, for services related to the Company's R&D activities. As compensation for services rendered during 2025, the consultant received $125,000 paid in equal monthly installments and $125,000 of RSUs valued as of the closing price on March 3, 2025 which vested in full on December 31, 2025. The agreement terminated on December 31, 2025.

Clawback Policies

In March 2022, our Board adopted a clawback policy that covers incentive compensation paid to our employees. The policy provides that our Board or Compensation Committee may require an employee to repay to us compensation in the following circumstances: (i) as required by Section 304 of the Sarbanes-Oxley Act; (ii) as required by Section 954 of the Dodd-Frank Act as set forth in the Nasdaq Clawback Policy (as defined below); (iii) as required by any other applicable law, regulation or regulatory requirement; (iv) if we suffer significant financial loss, reputational damage or similar adverse impact as a result of actions taken or decisions made by the employee in circumstances constituting illegal or intentionally wrongful conduct, or gross negligence; or (v) if the employee is awarded or is paid out under the Second Amended and Restated 2014 Plan and any successor plan, or any other incentive compensation plan of the Company on the basis of significantly incorrect financial calculations or information or if events coming to light after the award or payout would have significantly reduced the amount of the award or payout if known at the time of the award or payout.

In September 2023, we adopted the Nasdaq Rule 5608 Compensation Clawback Policy (the "Nasdaq Clawback Policy") for purposes of compliance with Section 10D of the Exchange Act and the Nasdaq listing standards. The Nasdaq Clawback Policy provides for the mandatory recovery of certain cash- and equity-based compensation paid to executive officers on or after October 2, 2023, including our named executive officers, on the basis of the achievement of financial performance measures in the event of an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws.

Equity Awards Grant Policy

Equity awards granted to our executive officers are generally granted early in the fiscal year and equity awards for our directors are generally granted in the second quarter in connection with the Company's Annual Meeting. The equity awards for our executive officers and directors must be approved either by the Board or the Compensation Committee at a meeting or by unanimous written consent, per the policy adopted by the Compensation Committee governing equity to our executive employees. The timing of equity grant approvals may be changed in the event of extraordinary circumstances, including in connection with mid-year promotions and new hires. The policy further provides that the CEO may make awards to non-executive employees within prescribed limits. Generally, equity awards will be effective on the first Monday of the month following the employee's start date, or for grants to existing employees, the date of approval. The exercise price of all stock options and stock appreciation rights must be equal to or greater than the fair market value of our common stock on the date of grant. The Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2025. Similarly, the Compensation Committee does not time the release of material nonpublic information to affect the value of executive compensation. During fiscal 2025, we did not grant any stock options (or similar awards) to any of our named executive officers during any period beginning four business days before and ending one business day after the filing of any periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Form 8-K that disclosed any material non-public information.

Insider Trading Policy

The Company has adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors, officers and employees. The policy generally requires that our executive officers and members of our Board may not trade in our equity securities during "blackout" periods and that such individuals must pre-clear trades or adopt plans in accordance with Exchange Act Rule 10b5-1 for sales of securities which they beneficially own. A copy of our insider trading policy is filed as Exhibit 19 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. In addition, with regard to the Company's trading in its own securities, it is the Company's policy to comply with the federal securities laws and the applicable exchange listing requirements.

TRANSACTIONS WITH RELATED PERSONS

Policies and Procedures for Related Person Transactions

Other than compensation arrangements, we describe below the transactions, and series of similar transactions, since January 1, 2025, to which we were a party or will be a party, in which:

We have adopted a written Related Person Transaction Policy, which requires that all related person transactions are reviewed and approved by our Audit Committee. This review covers any material transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, and a related person had or will have a direct or indirect material interest, including, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. A "related person" is any person who is or was one of our executive officers, directors or director nominees or is a holder of more than 5% of our common stock, or their immediate family members or any entity owned or controlled by any of the foregoing persons.

Certain Related-Person Transactions

In February 2025, the Company entered into a consulting agreement with Dr. Dolsten, a member of the Board, effective March 3, 2025, for services related to the Company's research and development activities. As compensation for services rendered, Dr. Dolsten received a total of $125,000 paid in equal monthly installments and $125,000 of RSUs valued based on the closing price on March 3, 2025, which cliff vested on December 31, 2025. The consulting agreement terminated on December 31, 2025.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information known to us regarding beneficial ownership of our capital stock as of March 24, 2026 for:

Beneficial ownership is determined in accordance with the rules of the SEC. A person is deemed to be a beneficial holder of our common stock if that person has or shares voting power, which includes the power to vote or direct the voting of our common stock, or investment power, which includes the power to dispose of or to direct the disposition of such capital stock. Except as noted by footnote, and subject to community property laws where applicable, we believe based on the information provided to us that the persons and entities named in the table below have sole voting and investment power with respect to all common stock shown as beneficially owned by them.

The table lists applicable percentage ownership based on 109,109,837 shares of common stock outstanding as of March 24, 2026. Shares of common stock that may be acquired by an individual or group within 60 days of March 24, 2026, pursuant to the exercise of options, warrants or other rights, are deemed to be beneficially owned by the persons holding these options for the purpose of computing percentage ownership of that person, but are not treated as outstanding for the purpose of computing any other person's ownership percentage.

Unless otherwise noted below, the address of each person listed on the table is c/o Rocket Pharmaceuticals, Inc., 9 Cedarbrook Drive, Cranbury, NJ 08512.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required by regulation to furnish us with copies of all Section 16(a) forms they file. Based solely on review of the copies of such forms furnished to us, or written representations from our officers and directors, we believe that during, and with respect to, 2025, all of our officers and directors and greater than 10% shareholders complied in all respects with the reporting requirements promulgated under Section 16(a), other than (i) a Form 3 report filed by Sarbani Chaudhuri in connection with her appointment as Chief Commercial & Medical Affairs Officer of the Company on April 7, 2025 which was filed on April 22, 2025, (ii) a Form 3 report filed by Christopher Stevens in connection with his appointment as Chief Operating Officer of the Company on July 7, 2025 which was filed on August 4, 2025, (iii) a Form 4 report filed by Martin Wilson in connection with an RSU grant on November 3, 2025 which was filed on November 10, 2025, (iv) Form 4 reports filed by Roderick Wong, Elisabeth Björk, Carsten Boess, Mikael Dolsten, Fady Malik, Piratip Pratumsuwan and David Southwell in connection with annual RSU and option grants on June 18, 2025 that were filed on July 18, 2025, and (v) a Form 4 report filed by Dr. Peter Fong in connection with onboarding RSU grants on September 24, 2025 that was filed on October 3, 2025.

PROPOSAL 4

 

APPROVAL OF THE STOCK OPTION EXCHANGE PROGRAM

Introduction

We are seeking stockholder approval of a proposed stock option exchange program involving a repricing and exchange of outstanding stock options (the "Exchange Program") for current employees of the Company (the "Eligible Employees"), excluding directors, executive officers at the EVP-level or above, advisers, consultants and contractors, through which we will offer to exchange certain stock options that have a per-share exercise price that is equal to or higher than the trading price of our common stock, as of the date immediately prior to the date we commence the Exchange Program (the "Eligible Options"), for new options (the "New Options") on an approximately value-neutral basis. The exact number of shares underlying the New Options will be fewer than the number of shares underlying such Eligible Options and determined in accordance with the Exchange Ratio (as defined below). The New Options will be granted under the Company's Amended and Restated 2014 Stock Option and Incentive Plan (the "2014 Plan") and subject to new vesting requirements.

Approval of the Exchange Program will enable us to leverage stock incentive awards for the purposes for which they were originally intended: to retain our employees and to encourage behavior that will increase the value of the equity awards and the overall value of our Company. We would like to offer this program to Eligible Employees because we believe that it will provide a more cost-effective retention and incentive tool than additional equity grants or cash compensation.

We believe that, if approved by our stockholders at the Annual Meeting, the Exchange Program could permit us to enhance long-term stockholder value by restoring competitive incentives to the Eligible Employees so they are further motivated to complete and deliver on the important strategic and operational initiatives of our Company, as exercise prices significantly in excess of market price undermine the effectiveness of stock option awards as employee performance and retention incentives. In addition, the Exchange Program will allow us to reduce our equity award "overhang" (that is, the number of shares subject to outstanding equity awards relative to the total number of shares of common stock outstanding) through the cancellation of outstanding stock options that currently provide no meaningful retention or incentive value to our Eligible Employees.

We anticipate commencing the Exchange Program prior to the Annual Meeting (the "Exchange Commencement Date"), with consummation of the Exchange Program subject to our stockholders approval of the Exchange Proposal. If we do not obtain stockholder approval of the Exchange Proposal at the Annual Meeting, we will not implement the Exchange Program and the current terms of the Eligible Options will remain in effect. Our Board of Directors reserves the right in its discretion to amend, postpone or, under certain circumstances, cancel the Exchange Program once it has commenced, but, if the Exchange Program is implemented, the Exchange Program will not be materially amended from the terms described in this proxy statement and in the tender offer statement in a manner that is more beneficial to Eligible Employees without first seeking additional stockholder approval.

Unless indicated otherwise, all numbers presented in this proxy statement under the heading "Proposal 4 - Approval of the Stock Option Exchange Program" are as of March 9, 2026, the date for which analysis related to the proposed stock option exchange program was performed by Semler Brossy Consulting Group LLC ("Semler Brossy"), our independent compensation consultant. These numbers are provided for illustrative purposes only.

Stockholder-Friendly, Approximately Value-Neutral Design

In reviewing strategies to address our out-of-the-money stock options, we were particularly focused on creating a program that is compatible with the interests of our stockholders. We believe the Exchange Program meets that objective by providing a more cost-effective and stockholder-friendly retention and incentive tool than simply issuing additional equity awards, lowering the exercise price of the underwater options or paying cash compensation in order to effectively retain and motivate our current employees. As explained above, the proposed Exchange Program would reduce our overhang, since the number of New Options issued in exchange for the underwater options will be fewer than the number of shares underlying the exchanged options. In addition, the Exchange Program is approximately value-neutral, meaning it keeps the aggregate value of the exchanged options and New Options approximately consistent. In particular (and as discussed in more detail below):

fully-diluted total common stock outstanding, depending upon the level of participation in the Exchange Program). The actual reduction in our overhang that may result from the Exchange Program could vary significantly and is dependent upon a number of factors, including the actual level of participation in the Exchange Program and the actual Exchange Ratio.

We believe that these design features, among others, mean that the proposed Exchange Program is aligned with the interests of our stockholders.

Background and Reasons for the Exchange Program

Since February 2021, when our stock closed as high as $65.91 (on February 8, 2021), declines in our stock price have eroded the retentive and incentive value of stock options granted. For example, on March 9, 2026, our stock closed at $5.11.

Stock incentive awards are an essential part of our total compensation structure. This significant decline in the price of our common stock has a meaningful impact on the total compensation actually earned by our current employees. This impact on total compensation negatively affects our ability to retain and motivate our current employees, whom we rely on to achieve our business plans and strategic objectives.

During the course of 2025, the Compensation Committee began considering, with input from Semler Brossy, the Compensation Committee's independent compensation consultant, whether implementing a stock option exchange program would assist with our retention efforts. The Compensation Committee met in the fourth quarter of 2025 and in the first quarter of 2026 to discuss a potential solution. Additionally, the Board discussed the option exchange program at its December 2025 and March 2026 meetings. These discussions were undertaken in the context of this sustained decline in the market price of the Company's shares, which has resulted in a situation where, as of March 9, 2026, the Company had a total of approximately 12.2 million outstanding options, 85% of which were underwater at a stock price of $5.11. Of the Eligible Options, approximately 91% were granted two or more years before March 9, 2026. Options priced below the price of our common stock on the Exchange Commencement Date (the "Threshold Exercise Price") will not be eligible for exchange.

The Company has heard from current employees that they view their underwater options as having little or no value due to the difference between the exercise prices of those options and the current market price of our stock. We believe that the exchange of underwater stock options of Eligible Employees for New Options would help reduce employee turnover in both the short and medium term. The Board and the Compensation Committee believe that the underwater options no longer function as the retention and incentive tool that they believe is necessary to retain employees and to motivate them to increase long-term stockholder value.

In addition to the benefit for current employees, if the Exchange Program is implemented and approved by our stockholders at the Annual Meeting, we expect that it will meaningfully reduce our equity overhang, by eliminating a significant number of outstanding options that, under their current terms and conditions, are likely to remain unexercised for the foreseeable future. Under the ratios included in the terms of the Exchange Program, these underwater options would be replaced by a lesser number of New Options, reducing the total number of shares of outstanding equity awards included in our overhang.

Reasons for Proposing the Exchange Program

Taking into account the advice of Semler Brossy and other relevant considerations, the Compensation Committee determined that a stock option exchange program under which current employees could exchange stock options with an exercise price greater than or equal to the Threshold Exercise Price would be effective and aligned with stockholder interests for a number of reasons, summarized below. The Threshold Exercise Price will be the price of our common stock on the Exchange Commencement Date. The following considerations recommended proposing this approach:

requirement, represents a reasonable and balanced stock option exchange program with the potential for a significant positive impact on employee retention, motivation and performance. We believe that the New Options issued in the Exchange Program will result in meaningful retention of employees.

Other Alternatives Considered

When considering how best to continue to incentivize and compensate our employees who have underwater options, the Compensation Committee engaged Semler Brossy to review and evaluate strategies to address this issue. These strategies included the Exchange Program, as well as other alternatives, including the following:

Overview

In March 2026, the Board and Compensation Committee authorized us to pursue the Exchange Program for Eligible Employees. We plan to commence the Exchange Program prior to receiving stockholder approval of the Exchange

Proposal, subject to receiving such approval, with consummation of the Exchange Program expected to occur on a date as soon as practicable following the Annual Meeting, if the Exchange Proposal is approved by our stockholders at the Annual Meeting. The Board or the Compensation Committee will determine the actual Exchange Commencement Date.

When determining the eligibility of options for this program, the Compensation Committee (with advice from Semler Brossy) intends that all options held by Eligible Employees granted prior to 2025 with an exercise price greater than the Threshold Exercise Price be Eligible Options. As the price of our stock has been depressed for over 18 months, this decision was made to maximize the retentive value of our equity program, while also being mindful that these awards are intended to provide long-term employee incentives.

Directors, our executive officers at the EVP-level and above, who hold approximately 54% of the Company's outstanding options, will not be eligible for the Exchange Program. Additionally, former employees, advisers, consultants and contractors, will not be eligible for the Exchange Program. These options will remain outstanding under their existing terms.

Exchange Ratios will be designed to result in a "value for value" exchange, which means that the accounting fair value of New Options granted will be approximately equal to the fair value of the options that are cancelled. The trading price of our common stock immediately prior to the Exchange Commencement Date will be used to determine the minimum exercise price for Eligible Options. Using this minimum price is designed to ensure that only outstanding options that are significantly out-of-the-money will be eligible for the Exchange Program. A summary of the key features of the proposed Exchange Program is provided below.

Exchange Ratio

The table below illustrates for Eligible Options the applicable exercise price range, the approximate number of options in each such range (along with the weighted average exercise price and remaining term for options in that range), the applicable Exchange Ratio and the approximate number of New Options issuable with respect to exchanged options, assuming 100% participation in the Exchange Program by all Eligible Employees, had the offer been commenced as of March 9, 2026. The actual exercise price ranges and Exchange Ratios will be determined immediately prior to the Exchange Commencement Date, in a manner consistent with that used to formulate the illustration below.