Iridium Comm SEC Filings

Rocket Lab Corporation announces it is acquiring Iridium Communications. The companies say Rocket Lab will file a Registration Statement on Form S-4 that includes a proxy statement/prospectus and that Iridium stockholders will be asked to vote on transaction-related proposals. The transaction is described as transformative but is subject to stockholder and regulatory approvals and other customary closing conditions.

The communication emphasizes combining Rocket Lab's launch and spacecraft scale with Iridium's operational constellation, spectrum, customer base and profitability; Rocket Lab and Iridium say further details will be included in the proxy statement/prospectus when filed.

Rocket Lab announced a definitive agreement dated June 28, 2026 to acquire Iridium Communications Inc., a provider of global voice, data, and PNT satellite services. The communication states Iridium operates a 66-satellite constellation, serves 2.55 million subscribers, and reported $871M in 2025 revenue. The companies expect a regulatory process to complete, with closing described as likely in mid-2027. Rocket Lab says it will file a Registration Statement on Form S-4 and that the proxy statement/prospectus will be provided to Iridium stockholders for required approvals.

Rocket Lab will acquire Iridium for $54.00 per share in a cash-and-stock deal that implies an enterprise value of approximately $8 billion. The consideration is $27.00 per share in cash plus Rocket Lab common stock sized by an exchange ratio with a collar: reference price $84.54, floor $67.50, cap $112.50. Rocket Lab secured a $3.6 billion 364-day secured bridge facility to refinance about $2.1 billion of Iridium debt and to fund the cash portion alongside $1.6 billion from Rocket Lab’s balance sheet. Iridium reported $871 million revenue in FY2025 with a 57% EBITDA margin, a 66-satellite operational constellation plus 14 on-orbit spares, and over 2.5 million users. The transaction was unanimously approved by both boards and is expected to close in 2027, subject to stockholder and regulatory approvals and customary closing conditions.

Iridium Communications Inc. agreed to be acquired by Rocket Lab Corporation. Under the Agreement and Plan of Merger, each outstanding share of Iridium common stock will convert at the First Effective Time into $27.00 in cash plus a variable stock component of Rocket Lab common stock determined by a defined Exchange Ratio. The Exchange Ratio is formulaic (0.4000 if Rocket Lab VWAP
30
3067.50; $27.00 divided by the VWAP if between $67.50 and $112.50; 0.2400 if VWAP
30
30112.50). The merger requires customary conditions including stockholder approval, HSR clearance, FCC consent, certain foreign clearances, and effectiveness of a Form S-4 registration statement. A termination fee of $223.62 million is payable by Iridium in specified circumstances. Iridiums board unanimously approved the Merger Agreement and will recommend stockholder approval; certain Iridium directors holding approximately 1.6% of outstanding shares entered support agreements. Timing targets include a contractual outside date of June 28, 2027 (extendable).

Iridium Communications Inc. is set to be acquired by Rocket Lab in a cash-and-stock merger. Each Iridium share will be exchanged for $27.00 in cash plus Rocket Lab stock based on an exchange ratio with a notional value of $54.00 per share, implying an approximately $8.0 billion enterprise value.

The deal, unanimously approved by both boards, is structured as a two-step merger and is generally intended to be tax-free if stock-to-cash value thresholds are met. Closing is targeted for mid-2027, subject to Iridium stockholder approval, antitrust and communications regulatory clearances, and effectiveness of a Form S-4 registration statement. Iridium will be delisted after completion.

Iridium equity awards will be assumed or cashed out, and Rocket Lab has secured a $3.6 billion bridge loan to help fund the cash portion. The agreement includes a $223.62 million termination fee payable by Iridium in specified circumstances and customary no-shop and support agreements, with Iridium directors committing approximately 1.6% of the stock to vote in favor of the merger.

Iridium Communications Chief Financial Officer Vincent James O'Neill had 1,459 shares of common stock withheld by the company to cover tax obligations. The shares were valued at $51.78 each and relate to the vesting and settlement of restricted stock units. After this tax-withholding transaction, he directly holds 128,405 shares of Iridium common stock, so the disposition represents a small portion of his overall stake and is a routine, non-market transaction.

Iridium Communications Inc. chief accounting officer Timothy Kapalka reported routine equity compensation and related tax withholding in common stock. He received a grant of 4,175 shares, represented by restricted stock units, with no cash paid per share. To cover tax obligations on a separate RSU vesting event, 692 shares were withheld by the issuer at a price of $51.78 per share. After these transactions, he directly held 45,029 shares of common stock. Of the shares underlying this new RSU award, 34% are scheduled to vest on June 1, 2027, with the remaining portion vesting in equal quarterly installments through June 1, 2029, conditioned on his continued service.

Iridium Communications Inc. executive Timothy James Last, EVP of Sales & Marketing, reported a routine tax-related share disposition on Common Stock. On June 1, 2026, 1,498 shares were withheld by the company at $51.78 per share to cover his tax withholding obligations from the vesting of restricted stock units.

This was not an open-market sale but an automatic share withholding. After this transaction, he directly holds 112,934 shares of Iridium Communications common stock.

Iridium Communications EVP-Government Programs Scott Scheimreif reported a routine tax-related share withholding. On June 1, 2026, the issuer withheld 2,205 shares of common stock at $51.78 per share to cover his tax obligations from the vesting of restricted stock units. This was not an open-market sale and reflects payment of taxes rather than a discretionary trade. After the withholding, he directly holds 259,759 shares of Iridium Communications common stock.