[8-K] Iridium Communications Inc. Reports Material Event
Iridium Communications Inc. (symbol: IRDM) is the issuer of record for a Form 8-K filing submitted to the SEC.
Rhea-AI Filing Summary
Iridium Communications Inc. (symbol: IRDM) is the issuer of record for a Form 8-K filing submitted to the SEC.
Positive
- None.
Negative
- None.
Filing Explained
Iridium holders' consideration combines twenty-seven dollars in cash with Rocket Lab shares governed by an exchange ratio subject to a collar.
Iridium stockholders approved the merger agreement with Rocket Lab on
At closing, each Iridium share is to receive
8-K Event Classification
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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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) |
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Securities registered pursuant to Section 12(b) of the Act:
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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
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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 5.07 Submission of Matters to a Vote of Security Holders.
On September 24, 2026, Iridium Communications Inc., a Delaware corporation (the “Company” or “Iridium”), convened a special meeting of stockholders (the “Special Meeting”) to consider and vote upon certain proposals related to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 28, 2026, by and among Iridium, Rocket Lab Corporation, a Delaware corporation (“Parent”), Ion Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub I”), and Ion Merger Sub II, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent (“Merger Sub II”). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub I will merge with and into Iridium (the “First Merger”) with Iridium continuing as the surviving corporation and an indirect wholly owned subsidiary of Parent and, subject to certain specified conditions provided in the Merger Agreement being satisfied, immediately following the First Merger, the surviving corporation in the First Merger will merge with and into Merger Sub II, with Merger Sub II continuing as the surviving entity (the “Subsequent Merger” and together with the First Merger, the “Mergers”).
As of the close of business on August 21, 2026, the record date for the Special Meeting (the “Record Date”), there were 105,981,552 shares of Iridium’s common stock, par value $0.001 per share (“Iridium common stock”), issued and outstanding. At the Special Meeting, the holders of 86,248,382 shares of Iridium common stock were present or represented by proxy, representing approximately 81.38% of the total outstanding shares of Iridium common stock as of the Record Date, which constituted a quorum.
At the Special Meeting, the following proposals were voted upon (each of which is described in greater detail in the definitive proxy statement filed by Iridium with the Securities and Exchange Commission (“SEC”) on August 26, 2026 (the “Proxy Statement”)): (i) to adopt the Merger Agreement (“Proposal 1”) and (ii) to approve, on an advisory (non-binding) basis, the golden parachute compensation payments that may be paid or become payable by Iridium to its named executive officers in connection with the Mergers (“Proposal 2”).
For each proposal, each holder of Iridium common stock was entitled to one vote for each outstanding share of Iridium common stock owned on the Record Date. Each proposal was approved by the requisite vote of Iridium’s stockholders. Because Proposal 1 was approved, a vote on the adjournment proposal described in the Proxy Statement was deemed not necessary and was not presented at the Special Meeting. A summary of the voting results for each proposal is set forth below.
Proposal 1
The Company’s stockholders approved Proposal 1.
| For | Against | Abstained | Broker Non-Votes | ||
| 85,862,105 | 318,415 | 67,862 | 0 |
Proposal 2
The Company’s stockholders approved Proposal 2.
| For | Against | Abstained | Broker Non-Votes | ||
| 74,461,703 | 10,948,729 | 837,950 | 0 |
The Mergers are expected to close in mid-2027, subject to the satisfaction of remaining closing conditions, including required regulatory approvals.
Item 8.01 Other Events.
On September 24, 2026, Iridium and Rocket Lab issued a joint press release announcing the results of the Special Meeting. A copy of the press release is filed as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description |
| 99.1 | Joint Press Release, dated September 24, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document)* |
* Submitted electronically with this Report in accordance with the provisions of Regulation S-T
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 proposed transaction and the potential benefits thereof, their respective businesses and industries, 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, expectations regarding regulatory approvals, and intentions with respect to financing the transaction. 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 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; (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 definitive proxy statement/final prospectus filed with the SEC on August 26, 2026 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.
SIGNATURES
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: September 24, 2026 | By: | /s/ Kathleen A. Morgan |
|
Kathleen A. Morgan | ||
| Chief Legal Officer and Corporate Secretary | ||
Exhibit 99.1
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Iridium Stockholders Approve Acquisition by Rocket Lab
Stockholder approval marks important milestone toward completion of transaction
MCLEAN, Va., and LONG BEACH, Calif., September 24, 2026 – Iridium Communications Inc. (Nasdaq: IRDM) (“Iridium” or the “Company”), a leading provider of global voice, data, aircraft surveillance, and positioning, navigation, and timing (PNT) satellite services, and Rocket Lab Corporation (Nasdaq: RKLB) (“Rocket Lab”), a global leader in launch and space systems, today announced that Iridium stockholders have adopted the previously announced Agreement and Plan of Merger under which Rocket Lab will acquire Iridium.
Based on the results of the special meeting of Iridium stockholders held today, approximately 99.6% of the votes cast were voted in favor of the transaction, representing approximately 81.0% of Iridium’s outstanding shares of common stock entitled to vote. Complete voting results will be reported in a Current Report on Form 8-K to be filed by Iridium with the U.S. Securities and Exchange Commission.
“We appreciate the strong support of our stockholders for this transaction and the bright future we are building with Rocket Lab,” said Matt Desch, CEO, Iridium. “Today’s vote is an important milestone toward bringing together two companies with complementary capabilities, a shared commitment to innovation, and deep experience supporting some of the world’s most critical missions. We look forward to completing the transaction and entering this exciting next chapter with Rocket Lab.”
“Today’s vote is an important milestone in bringing together Rocket Lab and Iridium to create a next generation space powerhouse,” said Sir Peter Beck, Rocket Lab Founder and CEO. “We’re grateful to have the strong support of Iridium’s shareholders in this important step, bringing us closer to combining Iridium’s trusted global network, spectrum and decades of operating experience with Rocket Lab’s extensive launch and space systems capabilities to unlock a new era of space applications. We’re excited about what we can build together for customers, governments and millions of people around the world once the transaction closes.”
Under the terms of the transaction, Iridium stockholders will receive $27.00 in cash and a number of shares of Rocket Lab common stock calculated pursuant to an exchange ratio, subject to a collar, for each share of Iridium common stock outstanding at closing. The transaction has a notional value of $54.00 per share of Iridium common stock.
The transaction is expected to be completed by mid-2027, subject to the remaining required regulatory approvals and the satisfaction of other customary closing conditions.
For more information about Iridium visit www.iridium.com
For more information about Rocket Lab visit www.rocketlabcorp.com
About Iridium Communications Inc.
Iridium Communications Inc. (Nasdaq: IRDM) operates the world's only truly global mobile satellite network. It serves as a platform for innovation, enabling voice, data, and messaging, positioning, navigation, and timing (PNT), and aircraft surveillance services anywhere on Earth. Through its satellite constellation and integrated capabilities like Aireon, the world's only space-based air traffic surveillance system, Iridium delivers services that support safety-focused operations across aviation, maritime, government, industrial, and consumer markets. The company is a leader in satellite Internet of Things (IoT) connectivity and is advancing direct-to-device (D2D) communications based on open standards to expand access to satellite services.
Headquartered in McLean, Virginia, Iridium innovates through an ecosystem of more than 500 technology and distribution partners, serving millions of customers worldwide. For more information visit www.iridium.com.
About Rocket Lab
Rocket Lab is a leading space company that provides launch services, spacecraft, payloads and satellite components serving commercial, government, and national security markets. Rocket Lab’s Electron rocket is the world’s most frequently launched orbital small rocket; its HASTE rocket provides hypersonic test launch capability for the U.S. government and allied nations; and its Neutron launch vehicle in development will unlock medium launch for constellation deployment, national security and exploration missions. Rocket Lab’s spacecraft and satellite components have enabled more than 1,700 missions spanning commercial, defense and national security missions including GPS, constellations, and exploration missions to the Moon, Mars, and Venus. Rocket Lab is a publicly listed company on the Nasdaq stock exchange (RKLB). Learn more at www.rocketlabcorp.com.
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 proposed transaction and the potential benefits thereof, their respective businesses and industries, 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, expectations regarding regulatory approvals, and intentions with respect to financing the transaction. 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 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; (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 U.S. Securities and Exchange Commission (“SEC”). These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the definitive proxy statement/final prospectus filed with the SEC on August 26, 2026 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.
Contacts
Iridium
Media Media@iridium.com |
Rocket Lab
Media
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Investor Relations Patrick
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