Rocket Lab to Buy Iridium, Aireon Remains on Track (IRDM)
Rhea-AI Filing Summary
Iridium Communications Inc. has entered into a definitive agreement to be acquired by Rocket Lab Corporation, creating a combined, vertically integrated space company. The transaction is expected to close in mid-2027, subject to Iridium shareholder approval, regulatory approvals, and customary closing conditions. Aireon will continue its planned closing and transition (planned around July 7 when the CFIUS waiting period ends), and will operate as usual until the Iridium–Rocket Lab transaction completes.
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Insights
Deal combines launch and services to create vertical integration.
Rocket Lab’s announced acquisition of Iridium is positioned as creating a vertically integrated space company that spans launch, satellites, and services. The communication highlights planned investments to upgrade Iridium’s network and accelerate next-generation capabilities.
Completion is conditioned on shareholder and regulatory approvals and customary conditions; mid-2027 is the stated timing anchor. Cash‑flow treatment and financing details are not provided in the excerpt.
Message seeks to reassure Aireon employees about continuity and next steps.
The CEO message emphasizes that Aireon’s planned transaction closing and transition remain unchanged and that operations should continue as usual, with a company meeting to provide further perspective. It frames Aireon as central to Iridium’s aviation strategy and future growth.
Employees are told timing: the Aireon closing is planned for on or about July 7, while the Iridium–Rocket Lab acquisition is expected to close in mid-2027, subject to approvals.
Key Figures
Key Terms
Registration Statement on Form S-4 regulatory
proxy statement/prospectus regulatory
CFIUS waiting period regulatory
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 Don Thoma, the Chief Executive Officer of Aireon LLC (“Aireon”), to Aireon’s employees on June 29, 2026 in connection with the proposed acquisition of Iridium Communications Inc. by Rocket Lab Corporation:
To: All Aireon Employees
From: Don Thoma (on behalf of and cc’ing Matt Desch)
Subject: An Exciting New Chapter for Iridium and Aireon
Aireon Team,
On behalf of Matt Desch and myself, I want to make you aware of some exciting news.
This morning, Iridium announced that it has entered into a definitive agreement to be acquired by Rocket Lab, creating a vertically integrated space powerhouse. This is an exciting moment for our companies and one that reflects the tremendous business we have all worked so hard to build.
Rocket Lab is a natural fit for Iridium and Aireon. The talented team at Rocket Lab has built one of the most innovative and respected companies in our industry, with strong global capabilities across launch and space systems. Importantly, the Rocket Lab management team has great respect for both Iridium’s and Aireon’s unique offerings and capabilities, and all of you who have made our systems and solutions possible. Rocket Lab recognizes the strength of our technology and our customer relationships, and they share our commitment to innovation and mission execution.
As you know, Iridium has become the satellite industry’s leading provider of mission-critical satellite applications, including reliable communications, resilient PNT, aviation safety, and mission services. Iridium is delivering reliable connectivity that their customers depend on everyday – whether they’re operating in the world’s most remote locations, supporting national security missions, keeping aircraft and ships connected or responding to emergencies.
Aireon has been, and continues to be, an important part of the Iridium journey and will be central to the continued growth strategy. Rocket Lab recognized this, viewing Aireon as a key driver of the unique mission critical capabilities Iridium provides to the aviation industry – specifically to the opportunities unlocked through the acquisition of Aireon.
Iridium has built an amazing company over the last 25+ years, with Aireon playing a key role in our growth for 15 of those years, but as we look into the future, we see increasing competition from some very well-funded companies. To continue to compete, innovate and grow, we need to be vertically integrated across launch, satellites and services. This will let us bring new services to the market and sustain them competitively. By bringing the companies together, we will have the ability to invest better in our future, expand what we can offer our customers, and continue to play a leading role in areas that matter most. Specifically, we expect to:
| · | Accelerate investment in upgrading Iridium’s network and next-generation capabilities; | |
| · | Expand solutions for our commercial, government, defense, and aviation safety customers; | |
| · | Unlock new opportunities for innovation across the space value chain; and | |
| · | Continue delivering the reliable, mission-critical communications our customers expect from us. |
What Happens Next
While today’s announcement is significant, it is just the first step in the process. The transaction is expected to close in mid-2027, subject to approval by Iridium shareholders, receipt of regulatory approvals, and satisfaction of other customary closing conditions.
To be clear, there is no change to the closing of the acquisition of Aireon or the transition plan that is being developed. The plan is to conclude the transaction as planned on or about July 7th when the CFIUS waiting period ends.
Until the transaction between Iridium and Rocket Lab is completed, it is business as usual and Iridium and Rocket Lab will continue to operate as separate, independent companies. Please stay focused on advancing our priorities and serving our customers, as always.
There are many important decisions to be made regarding how we will bring our companies together following completion of the transaction, and we recognize you will have questions about what this means and the path forward. I plan to hold a company meeting to provide a little more perspective for Aireon. Please look for the Teams invitation. I hope you can attend.
I’m incredibly proud of what we’ve accomplished so far, and excited about the opportunities created by our next chapter as part of Iridium and Rocket Lab. Together, we’ll have the opportunity to pioneer next-generation space applications to build the future of space infrastructure and global connectivity.
Don
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.