Filed by Iridium Communications Inc.
Pursuant to Rule 425 Under
the Securities Act of 1933
and deemed filed pursuant to
Rule 14a-12
under the Securities Exchange
Act of 1934
Subject Company: Iridium
Communications Inc.
Commission File No.: 001-33963
The following email was sent by Iridium Communications Inc. (“Iridium”)
to Iridium’s customers and partners on June 29, 2026 in connection with the proposed acquisition of Iridium by Rocket Lab Corporation:
Subject: An Exciting New Chapter for Iridium
[Dear Valued Customer / INSERT CUSTOMARY GREETING],
I am writing to share important news about the future of Iridium.
This morning, we announced that Iridium has agreed to be acquired by Rocket Lab. You can read more about the announcement in our press
release here.
Importantly, we expect this transaction to bring significant benefits
for our valued partners. The transaction will create a vertically integrated space powerhouse that can design, build, launch, and operate
its own satellite networks, delivering critical communications, Internet of Things (IoT) capabilities, direct-to-device (D2D) solutions,
resilient PNT, aviation safety, and mission-critical services to millions of users worldwide and enhancing our ability to serve you. We
are confident that we have found the right partner in Rocket Lab, a global leader in launch capabilities and space systems.
In terms of next steps, we expect this transaction to be completed
in mid-2027. Until then, we will continue to operate as an independent company, and it remains business as usual – including in
how we work with you.
Your usual Iridium contacts remain the same, and we are committed to
delivering the same high level of service and reliability you expect from us.
On behalf of the Iridium team, thank you for your continued trust and
support. Everything we do is for our customers and we value our relationship. We hope you share our excitement for our future with Rocket
Lab.
Please do not hesitate to reach out to me if you have any questions.
Sincerely,
[NAME]
Additional Information
and Where to Find It
This communication is being made in respect of
a proposed transaction involving Rocket Lab Corporation (“Rocket Lab”) and Iridium Communications Inc. (“Iridium”).
In connection with the proposed transaction, Rocket Lab will file with the Securities and Exchange Commission (the “SEC”)
a Registration Statement on Form S-4 that includes the proxy statement of Iridium that will also constitute a prospectus of Rocket Lab.
When the proxy statement/prospectus is finalized, it will be sent to the stockholders of Iridium seeking their approval of certain transaction-related
proposals. This communication is not a substitute for the proxy statement/prospectus or any other documents which Rocket Lab or Iridium
may file with the SEC in connection with the proposed transaction.
Rocket Lab may not sell the common stock referenced
in the proxy statement/prospectus until the Registration Statement on Form S-4 filed with the SEC becomes effective. The preliminary proxy
statement/prospectus and this communication are not offers to sell any securities, are not soliciting an offer to buy any securities in
any state where the offer and sale is not permitted and are not a solicitation of any vote or approval.
ROCKET LAB AND IRIDIUM URGE INVESTORS AND SECURITY
HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE RELATED PROXY STATEMENT/PROSPECTUS INCLUDED THEREIN AND OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.
Investors and security holders will be able to
obtain these materials (when they are available and filed) free of charge at the SEC’s website, www.sec.gov. Copies of documents
filed with the SEC by Rocket Lab (when they become available) may be obtained free of charge on Rocket Lab’s website at https://investors.rocketlabcorp.com/financial-information/sec-filings
or by contacting Rocket Lab’s Investor Relations Department at investors@rocketlabusa.com. Copies of documents filed with the SEC
by Iridium (when they become available) may be obtained free of charge on Iridium’s website at https://investor.iridium.com/sec-filings
by contacting Iridium’s Investor Relations Department at investor.relations@iridium.com.
Participants in the
Solicitation
Robert H. Niehaus, Louis M. Alterman, Thomas C.
Canfield, Matthew J. Desch, Thomas J. Fitzpatrick, L. Anthony Frazier, Suzanne E. McBride, Eric T. Olson, Kay N. Sears, Monique S. Shivanandan
and Jacqueline E. Yeaney, all of whom are members of Iridium’s board of directors, and
Vincent J. O’Neill, Iridium’s chief financial officer, may be considered participants
in Iridium’s solicitation. Information regarding such participants, including their
direct or indirect interests, by security holdings or otherwise, will be included in the proxy statement/prospectus and other relevant
documents to be filed with the SEC in connection with the transaction. Additional information about such participants is available under
the captions “Proposal 1 – Election of Directors,” “Director Compensation” and “Security Ownership
of Certain Beneficial Owners and Management” in Iridium’s definitive proxy statement
in connection with its 2026 Annual Meeting of Stockholders (the “2026 Proxy Statement”), which was filed with the SEC on April
2, 2026 (which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001418819/000141881926000022/irdm-20260402.htm), as well
as on Iridium’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February
12, 2026 (the “2025 10-K”) and certain of Iridium’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
To the extent that holdings of Iridium’s securities have changed since the amounts
printed in the 2026 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed
with the SEC (which are available at https://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0001418819). Information regarding
Iridium’s transactions with related persons is set forth in the 2026 Proxy Statement
under the caption “Transactions with Related Parties,” as well as on the 2025 10-K and certain of Iridium’s Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K. Certain illustrative information regarding the payments that may be owed, and
the circumstances in which they may be owed, by Iridium to its named executive officers in
a change of control of Iridium is set forth in the 2026 Proxy Statement under the caption
“Severance and Change in Control-Related Benefits,” as well as on the 2025 10-K and certain of Iridium’s Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K. Rocket Lab may also be deemed to be a participant in Iridium’s
solicitation; information regarding Rocket Lab will be included in the proxy statement/prospectus and other relevant documents to be filed
with the SEC in connection with the transaction. Copies of these documents may be obtained, free of charge, from the SEC or Iridium
as described in the preceding paragraph.
Cautionary Note Regarding
Forward-Looking Statements
This communication contains “forward-looking
statements” within the meaning of the federal securities laws. These forward-looking statements are based on Rocket Lab’s
and Iridium’s current expectations, estimates and projections about the expected date of closing of the proposed transaction and
the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by Rocket Lab and Iridium,
all of which are subject to change. In this context, forward-looking statements often address expected future events, including future
business and financial performance and financial condition. All forward-looking statements by their nature address matters that involve
risks and uncertainties, many of which are beyond our control, and are not guarantees of future results, such as statements about the
consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements are not guarantees
of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those
expressed or implied in any forward-looking statements. Accordingly, there are or will be important factors that could cause actual results
to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements
and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference include,
but are not limited to: (i) the completion of the proposed transaction on anticipated terms and timing, or at all, including obtaining
stockholder and regulatory approvals and satisfying other conditions to the completion of the transaction; (ii) the occurrence of any
event, change or other circumstances that could give rise to the termination of the merger agreement, including the receipt by Iridium
of an unsolicited proposal from a third party; (iii) failure to realize the anticipated benefits of the proposed transaction on a timely
basis or at all, including anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings,
the integration of the businesses of Rocket Lab and Iridium, synergies, economic performance, indebtedness, financial condition, losses,
future prospects, business and management strategies for the management, expansion and growth of Rocket Lab’s and Iridium’s
businesses; (iv) Rocket Lab’s and Iridium’s ability to implement their business strategies; (v) potential litigation relating
to the proposed transaction that could be instituted against Rocket Lab, Iridium or their respective directors, managers, or officers,
including the effects of any outcomes related thereto; (vi) the risk that disruptions from the proposed transaction will harm Rocket Lab’s
or Iridium’s businesses, including current plans and operations, or will otherwise divert management time from ongoing business
operations on transaction-related issues; (vii) the ability of Rocket Lab or Iridium to retain and hire key personnel; (viii) potential
adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; (ix)
fluctuations in, and uncertainty as to the long-term value of, Rocket Lab or Iridium common stock (including as relating to the risk that
any announcements related to the proposed transaction could have adverse effects on the market price of such stock); (x) legislative,
regulatory and economic developments affecting Rocket Lab’s and Iridium’s businesses, including actions by government agencies
and third parties; (xi) general economic and market developments and conditions, potential changes to international trade relations, geopolitical
conflicts and effects from global pandemics, epidemics, or other public health crises; (xii) the evolving legal, regulatory and tax regimes
under which Rocket Lab and Iridium operate; (xiii) restrictions during the pendency of the proposed transaction that may impact Rocket
Lab’s or Iridium’s ability to pursue certain business opportunities or strategic transactions; (xiv) unexpected costs, charges
or expenses resulting from the proposed transaction; (xv) risks that any debt or other financing anticipated in connection with the proposed
transaction is not obtained or that such financing cannot be obtained on the anticipated timing or terms or unexpected costs or expenses
in connection therewith; and (xvi) the other risks and uncertainties, as described in the periodic reports that Rocket Lab and Iridium
file with the SEC. These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the proxy
statement/prospectus to be filed with the SEC in connection with the proposed transaction. Neither Rocket Lab nor Iridium assumes any
obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future
developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Forward-looking
statements included in this communication are made as of the date of this communication.
