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Iridium Communications (IRDM) sets Delaware forum rules and $0.15 cash dividend

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Iridium Communications Inc. updated its corporate governance and announced a shareholder cash return. On August 10, 2026, the Board adopted Amended and Restated Bylaws, adding a forum selection provision. This provision designates the Court of Chancery of the State of Delaware (or, if it lacks subject matter jurisdiction, the federal district court in Delaware) as the exclusive forum for specified internal corporate disputes, including certain derivative actions, fiduciary duty claims, and matters governed by Delaware law or the company’s charter or bylaws. It also designates the federal district courts of the United States as the exclusive forum for claims arising under the Securities Act of 1933.

On the same date, the Board declared a cash dividend of $0.15 per share on the company’s common stock, payable on September 30, 2026 to stockholders of record as of September 15, 2026.

Positive

  • Board declared a $0.15 per share cash dividend payable on September 30, 2026, providing direct cash returns to common stockholders.

Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Dividend per share $0.15 per share Cash dividend on common stock declared by the Board on August 10, 2026
Dividend payment date September 30, 2026 Date the $0.15 per share cash dividend is payable
Dividend record date September 15, 2026 Stockholders of record on this date will receive the $0.15 dividend
Bylaw adoption date August 10, 2026 Date the Board approved and adopted the Amended and Restated Bylaws
forum selection provision regulatory
"The sole amendment to the Company’s prior bylaws was to add a forum selection provision."
derivative actions regulatory
"the exclusive forum for certain derivative actions, actions alleging a breach of fiduciary duty"
internal affairs doctrine regulatory
"any action asserting a claim governed by the internal affairs doctrine"
Regulation FD regulatory
"Item 7.01 Regulation FD Disclosure."
Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What bylaw change did Iridium Communications Inc. (IRDM) approve on August 10, 2026?
Iridium Communications Inc. added a forum selection provision to its bylaws, making Delaware’s Court of Chancery (or a Delaware federal district court) the exclusive forum for specified internal corporate disputes and federal district courts the forum for Securities Act of 1933 claims.

What cash dividend did Iridium Communications Inc. (IRDM) declare in this 8-K?
The Board declared a cash dividend of $0.15 per share on common stock. This dividend represents a direct cash distribution to shareholders based on their shareholdings as of the stated record date.

When will Iridium Communications Inc. (IRDM) pay the newly declared dividend?
The $0.15 per share cash dividend will be paid on September 30, 2026. Stockholders who are on the company’s records as of the record date will be eligible to receive this payment on that date.

What is the record date for Iridium Communications Inc. (IRDM) dividend eligibility?
Stockholders of record as of September 15, 2026 will be entitled to receive the $0.15 per share cash dividend. Investors must hold shares on or before this date to qualify for the dividend payment.

Which courts are designated for Securities Act claims under Iridium Communications Inc. (IRDM) bylaws?
Under the amended bylaws, federal district courts of the United States are the exclusive forum for actions arising under the Securities Act of 1933, channeling such federal securities claims into the federal court system.

Which disputes must be brought in Delaware courts under Iridium Communications Inc. (IRDM) amended bylaws?
Specified disputes, including certain derivative actions, breach of fiduciary duty claims, and matters governed by Delaware corporate law or the company’s charter or bylaws, must be brought in the Court of Chancery of the State of Delaware or an appropriate Delaware federal district court.
0001418819☐12/3100014188192026-08-102026-08-10

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________
FORM 8-K
_____________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 10, 2026
_____________________________________________
Iridium Communications Inc.
(Exact name of registrant as specified in its charter)
_____________________________________________
Delaware001-3396326-1344998
(State or other jurisdiction of
incorporation)		(Commission File Number)(I.R.S. Employer
Identification No.)

1676 International Drive
Suite 1100
McLean, VA 22102
(Address of principal executive offices)

703-287-7400
(Registrant’s telephone number, including area code)
_____________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange
on which registered
Common Stock, $0.001 par valueIRDMThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At a meeting of the Board of Directors (the “Board”) of Iridium Communications Inc. (the “Company”) held on August 10, 2026, the Board approved and adopted, effective August 10, 2026, Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”).
The sole amendment to the Company’s prior bylaws was to add a forum selection provision. Such provision provides that, unless the Company consents in writing to the selection of an alternative forum: (i) the Court of Chancery of the State of Delaware (or, if such court does not have subject matter jurisdiction, the federal district court of the State of Delaware) will be the exclusive forum for certain derivative actions, actions alleging a breach of fiduciary duty, actions asserting a claim arising pursuant to any provision of Delaware law, the certificate of incorporation or the bylaws of the Company, or any action asserting a claim governed by the internal affairs doctrine; and (ii) the federal district courts of the United States will be the exclusive forum for actions arising under the Securities Act of 1933, as amended.

The foregoing description of the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.
On August 10, 2026, the Board declared a cash dividend on its common stock of $0.15 per share. The dividend is payable on September 30, 2026, to stockholders of record as of September 15, 2026.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
3.1
Amended and Restated Bylaws of Iridium Communications Inc., adopted on August 10, 2026.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)*

* Submitted electronically with this Report in accordance with the provisions of Regulation S-T


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



IRIDIUM COMMUNICATIONS INC.
Date: August 10, 2026By:/s/ Kathleen A. Morgan
Kathleen A. Morgan
Chief Legal Officer and Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

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