Rocket Lab (Nasdaq: RKLB) to acquire Iridium in $8B space merger
Rhea-AI Filing Summary
Rocket Lab Corporation has agreed to acquire Iridium Communications in a cash-and-stock transaction valuing Iridium at about $8.0 billion. Iridium stockholders will receive $27.00 in cash plus Rocket Lab shares per Iridium share, targeting total value of $54.00, with the stock portion set by an exchange ratio within a price collar.
The deal uses a two-step merger structure that will make Iridium an indirect wholly owned subsidiary of Rocket Lab and is generally intended to qualify as a tax-free reorganization, subject to stock/cash mix conditions. Rocket Lab has secured commitments for a $3.6 billion 364‑day senior secured bridge term loan to fund part of the cash payment, alongside other debt, equity and balance sheet cash.
Closing is expected in mid‑2027, subject to Iridium stockholder approval, antitrust and communications regulatory clearances, effectiveness of a Form S‑4 registration statement and other customary conditions. The Merger Agreement includes a $223.62 million termination fee payable by Iridium to Rocket Lab in specified circumstances, and Iridium directors holding about 1.6% of Iridium shares have signed support agreements to vote in favor of the transaction.
Positive
- Transformative scale and cash generation: Iridium contributes 2025 revenue of approximately $871M, Operational EBITDA of about $495M and a 57% margin, which management characterizes as materially accretive to Rocket Lab’s cash flow generation and profitability.
- Strategic vertical integration and spectrum: The combination unites Rocket Lab’s launch and satellite manufacturing with Iridium’s global L‑band constellation, spectrum rights and more than 2.55 million active subscribers, creating a fully vertically integrated space and communications platform.
Negative
- Significant financing and leverage commitment: Rocket Lab has obtained commitments for a $3.6B senior secured bridge term loan facility and plans to use additional debt and equity financing, introducing higher financial obligations and refinancing risk.
- Regulatory, closing and integration risks: Completion depends on Iridium stockholder approval, multiple antitrust, FCC and foreign clearances, tax‑related conditions and successful integration, and the filing highlights numerous factors that could delay, alter or prevent the anticipated benefits.
Insights
Large, strategic $8B acquisition with clear synergy story but sizable financing and execution risks.
Rocket Lab plans to buy Iridium for mixed cash and stock valuing Iridium at about $8.0 billion, or $54.00 per share. The structure includes $27.00 cash plus stock within a price collar, aiming to keep overall consideration stable while sharing valuation risk between both shareholder bases.
Management highlights Iridium’s 2025 revenue of $871M and Operational EBITDA of $495M with a 57% margin, positioning the target as a meaningful cash‑generating asset relative to the $3.6B bridge loan and other permanent financing Rocket Lab expects to use. The deal also brings a global L‑band constellation, more than 2.55 million subscribers and spectrum rights that are difficult to replicate.
Regulatory approvals, tax‑free treatment conditions and integration of launch, manufacturing and a large communications network are key uncertainties explicitly noted. The extensive risk factor discussion underscores that timing, actual synergies and leverage terms will shape the eventual outcome. Mid‑2027 is the current expected closing timeframe, subject to antitrust, FCC and foreign approvals and Iridium stockholder consent.
8-K Event Classification
Key Figures
Key Terms
Agreement and Plan of Merger regulatory
Exchange Ratio financial
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
Form S-4 regulatory
Operational EBITDA financial
L-band spectrum technical
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Item 1.01 Entry into a Material Definitive Agreement
Agreement and Plan of Merger
On June 28, 2026, Rocket Lab Corporation, a Delaware corporation (“Rocket Lab”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Iridium Communications Inc., a Delaware corporation (“Iridium”), Ion Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Rocket Lab (“Merger Sub I”) and Ion Merger Sub II, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Rocket Lab (“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 Rocket Lab, and 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 “Transaction”). The Transaction is generally intended to qualify as a tax-free reorganization for U.S. federal income tax purposes so long as the value of the Stock Consideration relative to the Cash Consideration (each as defined below) received by the holders of Iridium Common Stock (as defined below) (which could vary depending on the price per share of Rocket Lab Common Stock (as defined below) at the First Effective Time (as defined below)) meets the conditions for tax-free treatment. Should those conditions not be met, the Subsequent Merger will not occur and the Transaction will not qualify as a tax-free reorganization for U.S. federal income tax purposes.
Merger Consideration
As a result of the Transaction, at the effective time of the First Merger (the “First Effective Time”) each issued and outstanding share of common stock of Iridium, par value $0.001 per share (“Iridium Common Stock”), other than as specified in the Merger Agreement, will be converted into the right to receive (i) $27.00 in cash (the “Cash Consideration”) and (ii) a number of shares (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”) of Rocket Lab’s common stock, par value $0.0001 per share (“Rocket Lab Common Stock”), equal to the Exchange Ratio (as defined below), in each case without interest. The “Exchange Ratio” will be the following: (i) if the Rocket Lab Common Stock Price (as defined below) is equal to or less than $67.50, then the Exchange Ratio will be 0.4000; (ii) if the Rocket Lab Common Stock Price is greater than $67.50 but less than $112.50, then the Exchange Ratio will be the quotient obtained by dividing $27.00 by the Rocket Lab Common Stock Price, rounded to four decimal places; and (iii) if the Rocket Lab Common Stock Price is equal to or greater than $112.50, then the Exchange Ratio will be 0.2400. “Rocket Lab Common Stock Price” is defined as the volume weighted average price per share of Rocket Lab Common Stock on the Nasdaq Global Select Market for the period of the ten consecutive trading days ending on and including the second full trading day prior to the First Effective Time.
If the First Merger is consummated, Iridium Common Stock will be delisted from the Nasdaq Global Select Market and deregistered under the Exchange Act, as promptly as practicable after the consummation of the First Merger.
Treatment of Iridium Equity Awards
The Merger Agreement provides that at the First Effective Time (i) each outstanding restricted stock unit covering Iridium Common Stock (the “Iridium RSUs”), including any Iridium RSU that includes performance-based vesting conditions (the “Iridium PSUs”), will be assumed by Rocket Lab and converted into a restricted stock unit award with respect to shares of Rocket Lab Common Stock (each, an “Assumed RSU”) subject to the same terms and conditions as applied to such Iridium RSU or Iridium PSU immediately prior to the closing of the Transaction (including the same vesting and leaver provisions), except that such Assumed RSU will cover a whole number of shares of Rocket Lab Common Stock equal to the number of shares of Iridium Common Stock covered by such Iridium RSU or Iridium PSU immediately prior to the First Effective Time (and, with respect to Iridium PSUs, determined as if all applicable performance-based vesting conditions had been satisfied at target) multiplied by an Equity Award Exchange Ratio equal to (a) the Cash Consideration divided by the Rocket Lab Common Stock Price plus (b) the Exchange Ratio (rounded down to the nearest whole share), and each Assumed RSU will vest in full in the event of a termination of employment without cause within 12 months following the First Effective Time (in addition to any other provisions that apply to the corresponding Iridium RSU or Iridium PSU), and (ii) each outstanding option to purchase Iridium Common Stock (the “Iridium Options”) and each outstanding cash-settled stock appreciation right award with respect to Iridium Common Stock (the “Iridium CSARs”) will be fully vested and exercisable and canceled and converted into the right to receive the Merger Consideration in respect of each share of Iridium Common Stock covered by such Iridium Option or Iridium CSAR (paid only in cash, in respect of an Iridium CSAR), calculated net of the exercise price or strike price, as applicable, of such Iridium Option or Iridium CSAR, less applicable withholdings.
Representations, Warranties and Covenants
The Merger Agreement contains customary representations, warranties and covenants made by each of Iridium and Rocket Lab, including, among others, covenants by each of Iridium and Rocket Lab to (i) use commercially reasonable efforts to conduct its respective businesses in the ordinary course of business during the interim period between the execution of the Merger Agreement and consummation of the Transaction, and (ii) not engage in certain specified transactions and actions during that period. Further, unless the Merger Agreement is validly terminated, Iridium is required to hold a meeting of its stockholders to vote upon the adoption of the Merger Agreement and the Transaction in accordance with the terms of the Merger Agreement.
Commencing upon the execution of the Merger Agreement, Iridium will be subject to customary “no-shop” restrictions and is not permitted to, subject to certain exceptions set forth in the Merger Agreement, (i) solicit, initiate or take any action to knowingly facilitate or encourage any alternative acquisition proposal or (ii) participate in any discussions or negotiations with, furnish any material nonpublic information relating to Iridium to, or otherwise knowingly cooperate with, any third party, relating to any alternative acquisition proposal. In addition, Iridium has agreed that, subject to limited exceptions set forth in the Merger Agreement, the Iridium board of directors will not withdraw its recommendation to its stockholders to vote in favor of the adoption of the Merger Agreement and the Transaction.
Conditions to the Mergers
The closing of the Transaction is subject to customary conditions set forth in the Merger Agreement, including (i) the adoption of the Merger Agreement and the Transaction by the affirmative vote of the holders of a majority of the outstanding Iridium Common Stock; (ii) the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and consent of the U.S. Federal Communications Commission to the transfer of control of certain telecommunication authorizations held by Iridium; (iii) receipt of clearances or approvals under other specified foreign investment and satellite and telecommunications laws; (iv) the absence of any order or law issued, enforced or enacted by a governmental authority in certain specified jurisdictions that prevents, makes illegal or enjoins the consummation of the Mergers; (v) there having not occurred a Company Material Adverse Effect or a Parent Material Adverse Effect, each as defined in the Merger Agreement; and (vi) the effectiveness of a registration statement on Form S-4 with respect to shares of Rocket Lab Common Stock to be issued in the Transactions and approval of such shares for listing on the Nasdaq Global Select Market.
Termination
Either Iridium or Rocket Lab may terminate the Merger Agreement in customary circumstances including, among others (i) the Transaction has not been completed on or before June 28, 2027, which date may be extended to September 28, 2027 and December 28, 2027, as applicable, pursuant to the terms of the Merger Agreement; (ii) a final order or law issued, enforced or enacted, by a governmental authority in certain specified jurisdictions permanently prevents, makes illegal or enjoins the consummation of the Mergers; or (iii) Iridium’s stockholders fail to adopt the Merger Agreement and the Transaction. Iridium may terminate the Merger Agreement under certain additional circumstances, including to allow Iridium to enter into a definitive agreement for an alternative acquisition proposal that constitutes a Superior Proposal (as defined in the Merger Agreement) subject to the terms of the Merger Agreement. Rocket Lab may terminate the Merger Agreement under certain additional circumstances, including if Iridium’s board of directors withdraws its recommendation to Iridium’s stockholders to vote in favor of the adoption of the Merger Agreement and the Transaction or if Iridium materially and intentionally breaches the “no-shop” restrictions in the Merger Agreement.
The Merger Agreement provides for the payment of a termination fee of $223.62 million by Iridium to Rocket Lab upon termination of the Merger Agreement under specified circumstances, including if the Merger Agreement is terminated (i) by Iridium to enter into a definitive agreement for an alternative acquisition proposal that constitutes a Superior Proposal or (ii) by Rocket Lab because Iridium’s board of directors withdraws its recommendation to Iridium’s stockholders to vote in favor of the adoption of the Merger Agreement and the Transaction or because Iridium materially and intentionally breaches the “no-shop” restrictions in the Merger Agreement. The termination fee is also payable by Iridium to Rocket Lab if the Merger Agreement is terminated in specified circumstances and Iridium either consummates an alternative acquisition transaction or enters into a definitive agreement providing for an alternative acquisition transaction within one year of such termination.
Financing
In connection with the Merger Agreement, Rocket Lab entered into a commitment letter, as well as related fee letters with Deutsche Bank Securities Inc., Wells Fargo Bank, National Association and Wells Fargo Securities, LLC and Deutsche Bank AG New York Branch, pursuant to which Deutsche Bank AG New York Branch and Wells Fargo Bank, National Association have committed to provide, subject to the terms and conditions thereof, a 364-day senior secured bridge term loan facility in an aggregate principal amount of $3,600.0 million.
Cautionary Considerations
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated by reference herein. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any factual information about Rocket Lab or Iridium. In particular, the assertions embodied in the representations and warranties contained in the Merger Agreement are modified or qualified by information in confidential disclosure schedules, which disclosures are not reflected in the Merger Agreement but instead are provided by each of Rocket Lab and Iridium to the other in connection with the signing of the Merger Agreement or in filings of the parties with the Securities and Exchange Commission (the “SEC”). These confidential disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties and certain covenants set forth in the Merger Agreement. Moreover, the representations and warranties in the Merger Agreement were used for the purpose of allocating risk between Rocket Lab and Iridium rather than establishing matters as facts and were made only as of the date of the Merger Agreement (or such other date or dates as may be specified in the Merger Agreement) and are solely for the benefit of the parties to the Merger Agreement. Accordingly, the representations and warranties in the Merger Agreement should not be relied on as characterization of the actual state of facts about Rocket Lab or Iridium, may no longer be true as of a given date and may apply standards of materiality in a way that is different from what may be viewed as material to the business of Rocket Lab or Iridium. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Rocket Lab’s or Iridium’s public disclosures.
Support Agreement
In connection with the Merger Agreement, on June 28, 2026, each of Iridium’s directors, in their capacity as stockholders of Iridium, entered into a Support Agreement with Rocket Lab (the “Iridium Support Agreement”) pursuant to which each such stockholder agreed, during the term of the Iridium Support Agreement, to vote the Iridium Common Stock owned by such director (i) in favor of adoption of the Merger Agreement, including the Transaction, (ii) against any alternative acquisition proposal, and (iii) against any other action or agreement that is intended, or would reasonably be expected, to materially impede, interfere with or delay the Transaction or the other transactions contemplated by the Merger Agreement. The stockholders subject to the Iridium Support Agreement beneficially own in the aggregate approximately 1.6% of the outstanding shares of Iridium Common Stock as of June 24, 2026. The Iridium Support Agreement terminates upon the earliest to occur of (i) the termination of the Merger Agreement in accordance with its terms, (ii) the First Effective Time, (iii) the effectiveness of any amendment to the Merger Agreement that decreases the amount of the Merger Consideration or that is materially adverse to Iridium’s stockholders, (iv) with respect to each such stockholder, the termination of the Iridium Support Agreement by written agreement of each of Rocket Lab and the applicable stockholder and (v) the Iridium board of directors withdrawing its recommendation to Iridium’s stockholders to vote in favor of the adoption of the Merger Agreement.
The foregoing description of the Iridium Support Agreement does not purport to be complete and is qualified in its entirety by the full text of the Iridium Support Agreement. A form of the Iridium Support Agreement is filed as Exhibit 10.1 hereto and is incorporated by reference herein. The Iridium Support Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the stockholders party thereto. Moreover, the representations and warranties in the Iridium Support Agreement were used for the purpose of allocating risk among the parties rather than establishing matters of fact. Accordingly, the representations and warranties in the Iridium Support Agreement should not be relied on as characterization of the actual state of facts about the stockholders party thereto.
The Merger Agreement and the Iridium Support Agreement should not be read alone but should instead be read in conjunction with the other information regarding the Merger Agreement, the Iridium Support Agreement, the Transaction, Rocket Lab, Iridium, Merger Sub I, Merger Sub II, their respective affiliates and their respective businesses, that will be contained in, or incorporated by reference into, the proxy statement/prospectus that Rocket Lab and Iridium will file, as well as in the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings that Rocket Lab and Iridium will make with the SEC.
Item 7.01. Regulation FD Disclosure.
On June 29, 2026, Rocket Lab and Iridium issued a joint press release announcing execution of the Merger Agreement. A copy of the joint press release is attached hereto and furnished herewith as Exhibit 99.1.
In addition, on June 29, 2026, Rocket Lab and Iridium released a joint investor presentation, which includes supplemental information about the proposed transaction. A copy of the joint investor presentation is attached hereto and furnished herewith as Exhibit 99.2.
The information set forth under this Item 7.01, Exhibit 99.1 and Exhibit 99.2 is not being filed for purposes of Section 18 of the Exchange Act and is not to be incorporated by reference into any filing of the registrant under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in any such filing, except as shall be expressly set forth by specific reference in such a filing.
Additional Information and Where to Find It
This communication is being made in respect of a proposed transaction involving Rocket Lab and Iridium. In connection with the proposed transaction, Rocket Lab will file with 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 to 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.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| EXHIBIT NO. | Description | ||
| 2.1* | Agreement and Plan of Merger, dated as of June 28, 2026, by and among Rocket Lab Corporation, Iridium Communications Inc., Ion Merger Sub I, Inc., and Ion Merger Sub II, LLC. | ||
| 10.1 | Form of Support Agreement | ||
| 99.1 | Joint Press Release, dated June 29, 2026 | ||
| 99.2 | Joint Investor Presentation, dated June 29, 2026 | ||
| * | Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the U.S. Securities and Exchange Commission upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished. |
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.
| ROCKET LAB CORPORATION | |||
| Date: June 29, 2026 | By: | /s/ Adam Spice | |
Adam Spice Chief Financial Officer | |||
Exhibit 99.1
Rocket Lab to Acquire Iridium in Historic Deal, Creating A Fully Vertically Integrated Space Powerhouse Primed for Growth
Unites Rocket Lab’s leading launch and satellite manufacturing capabilities with Iridium’s global network, spectrum, and experience to unlock critical space applications.
Adds material revenue scale and is significantly accretive to Rocket Lab’s cash flow generation and profitability.
Long Beach, California and Mclean, Virginia. 29 June 2026 – Rocket Lab Corporation (Nasdaq: RKLB) (“Rocket Lab”), a global leader in launch and space systems and Iridium Communications Inc. (Nasdaq: IRDM) (“Iridium”), a leading provider of global voice, data, and positioning, navigation, and timing (PNT) satellite services, today announced they have entered into a definitive agreement under which Rocket Lab will acquire Iridium. Rocket Lab will acquire all the outstanding shares of Iridium common stock for $54 per share in a cash and stock transaction. This represents an enterprise value for Iridium of approximately $8.0 billion.
The acquisition will be one of the most transformative deals in the space industry, joining together two innovative American companies to play a leading role in the U.S. space economy. It merges Rocket Lab’s leading launch capabilities and satellite manufacturing with Iridium’s global satellite communications network, spectrum, and 500-plus strong partner ecosystem to create a competitive, vertically-integrated space company that designs, builds, launches, and operates its own constellations, delivering critical communications capability to millions of users worldwide.
The transaction will give Rocket Lab an immediate foothold in space-based applications, including both proprietary and standards-based satellite Internet of Things (IoT) and direct-to-device (D2D), PNT, and critical safety-of-life services, creating a formidable challenger in the global telecom market. Rather than simply continuing the Iridium network, Rocket Lab will build upon it to scale into untapped markets and pioneer new space-based services to the benefit of global customers.
Iridium’s globally harmonized L-band spectrum and low Earth orbit (LEO) satellite network provide a secure, resilient foundation for reliable satellite communications and PNT services across government, defense, aviation, maritime, and commercial markets. Supporting more than 2.55 million active subscribers worldwide, Iridium delivers highly reliable, weather-resilient connectivity and an alternative PNT architecture for applications where Global Positioning Systema (GPS) and other Global Navigation Satellite Systema (GNSS) are degraded or unavailable. Combining Rocket Lab’s launch, spacecraft manufacturing, and space systems expertise with Iridium’s global network and L-band spectrum will accelerate innovation, positioning the combined company to support the development and deployment of Iridium’s next-generation constellation. This includes direct-to-device (D2D/Iridium NTN DirectSM) services, which will grow into an important new capability for U.S. national security and emergency response, helping to ensure reliable, resilient communications when and where they are needed most, particularly where traditional networks are unavailable or compromised.
“This is a defining moment for the space industry and the start of a new era of strategic, accelerated growth for Rocket Lab and Iridium,” said Sir Peter Beck, founder and CEO of Rocket Lab. “Iridium has built the gold standard in secure, safety critical global satellite connectivity. It is relied upon by maritime fleets, the aviation industry, governments, and heavy industrial organizations who operate in the most remote off-the-grid locations. By marrying Iridium’s deep heritage, trusted infrastructure, and highly sought-after spectrum with Rocket Lab’s extensive and proven launch and manufacturing capabilities, we have the capability to unlock entirely new markets. We will go far beyond maintaining a legacy; we are going to build upon it to pioneer next-generation space applications and deliver sought-after capabilities to existing and new customers.”
“As the worlds of space and terrestrial communications continue to converge, more critical services will depend on space-based capabilities,” said Matt Desch, CEO, Iridium. “Success will come from those who can bring new innovations to space quickly and sustain them over time as efficiently as possible. We’re excited about being able to accelerate the next generation of IoT, aviation, maritime, PNT, and national security capabilities, and pursue new innovative applications as part of Rocket Lab - a fully integrated, end-to-end space company. That’s an incredible opportunity for our customers, partners, employees, and stockholders.”
Transaction Highlights:
| ● | Strengthens Rocket Lab’s Strategic Vertical Integration: Creates an end-to-end space company spanning launch, spacecraft, spectrum, and on-orbit communications services through a proprietary network. Expected to eliminate third-party launch costs for constellation deployment and replenishment and captures launch margin internally while guaranteeing orbital access as launch capacity tightens, ensuring continuity of service to customers. |
| ● | Unlocks Entry to Space Applications Market: Provides Rocket Lab with immediate access to a proven constellation of LEO satellites and an established global communications customer base, realizing the company’s long-term strategic vision to expand beyond launch services and spacecraft manufacturing into a vertically-integrated space applications company with recurring revenue from satellite services. |
| ● | Provides Access to Globally-Coordinated Spectrum: Adds globally-coordinated L-band spectrum that enables reliable user communications. |
| ● | Unifies Two Trusted Government Partners: The transaction combines two deeply trusted, long-standing defense partners, combining their specialized strengths to deliver highly resilient, next-generation capabilities directly to the warfighter across denied, degraded, and disadvantaged environments. |
| ● | Accelerates Growth and New Market Opportunities: Positions the combined entity to deliver next-generation satellite communications, resilient PNT, and emerging defense and commercial space services. |
| ● | Diversifies Financial Profile with Recurring Cash Flow Streams: In 2025, Iridium delivered $871.7M revenue1, $495M OEBITDA1 or 57% OEBITDA margin1, providing substantial recurring cash flow to fund growth. |
Transaction Details
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 the closing. The collar is banded from $67.50 to $112.50. The transaction has a notional value of $54.00 per share of Iridium common stock, implying an enterprise value for Iridium of approximately $8.0 billion.
Complete details on the calculation of the exchange ratio will be in the transaction agreement, which will be filed with the Securities and Exchange Commission.
The transaction is expected to be completed in mid-2027, subject to the satisfaction of customary closing conditions, including approval of Iridium stockholders and required regulatory approvals.
The transaction has been unanimously approved by the boards of directors of Iridium and Rocket Lab. Moreover, each director of Iridium holding shares of Iridium common stock has entered into a voting agreement to support the transaction.
As part of the transaction, Rocket Lab has received commitments for a $3.6 billion 364-day senior secured bridge term loan facility from Deutsche Bank and Wells Fargo. Rocket Lab intends to fund the cash component of the transaction through a combination of cash from its balance sheet and other debt and equity financing sources.
Advisors
Deutsche Bank Securities is serving as lead financial advisor and Wells Fargo and PJT Partners as financial advisors, Wilson Sonsini Goodrich & Rosati, P.C. is serving as legal counsel, Goodwin Procter LLP as financing counsel and DLA Piper LLP as regulatory counsel to Rocket Lab. Evercore is serving as exclusive financial advisor, Davis Polk & Wardwell LLP is serving as legal counsel, Wilkinson Barker Knauer LLP is serving as regulatory counsel, and Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor to Iridium.
1 Based on Iridium’s publicly reported 2025 results. Iridium Operational EBITDA, or OEBITDA, is defined as earnings before interest, income taxes, depreciation and amortization, gain (loss) on equity method investments, transaction related expenses, and share-based compensation expenses. Iridium Gross Margin has been calculated as Total revenue less Cost of services (exclusive of depreciation and amortization) and Cost of subscriber equipment, divided by Total revenue. For more information see Iridium’s Investor Relations webpage at www.iridium.com
Investor Presentation
An investor presentation discussing the transaction is hosted on Rocket Lab’s investor relations website at https://investors.rocketlabcorp.com/
# # #
Contacts
Rocket Lab:
Media
Morgan Connaughton
media@rocketlabusa.com
Investor Relations
Patrick Vorenkamp
investors@rocketlabusa.com
Iridium:
Media
Jordan Hassin
Jordan.Hassin@Iridium.com
+1 (703) 287-7421
Investor Relations
Kenneth Levy
Ken.Levy@Iridium.com
+1 (703) 287-7570
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.
About Iridium Communications Inc.
Iridium Communications Inc. (Nasdaq: IRDM) operates the world’s only truly global mobile satellite network, delivering reliable voice, data, and positioning, navigation, and timing (PNT) services anywhere on Earth. Iridium supports safety- and mission-critical operations for diverse markets such as aviation, maritime, government, emergency services, critical infrastructure, autonomous systems, and remote monitoring applications, where connectivity is essential.
Headquartered in McLean, Virginia, Iridium provides its products and services through an ecosystem of 500-plus partner companies around the world. For more information, visit www.iridium.com.
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 to 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.
Exhibit 99.2
INVESTOR UPDATE ROCKET LAB TO ACQUIRE IRIDIUM 29 June 2026
DISCLAIMER 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 to 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. 2 2 Rocket Lab | Investor Update
THE SPACE APPLICATION EQUATION We have talked about space applications a lot. It’s where the true value is in space. A space application is particularly powerful in the hands of Rocket Lab as a self-launching spacecraft manufacturer. But there are still big challenges, especially in communications: 1. Spectrum. 2. Long time to deploy infrastructure to get your first revenue. 3. Long time to build business model and customer base for sustained cash flow. We’ve found a shortcut. 3 Rocket Lab | Investor Update
ROCKET LAB IS ACQUIRING IRIDIUM COMMUNICATIONS INC. ONE OF THE MOST TRANSFORMATIVE DEALS IN THE SPACE INDUSTRY Combines Rocket Lab's launch capability and satellite manufacturing with Iridium’s global satellite communications network and rare spectrum. Rocket Lab becomes a fully-integrated, self-launching, tier-1 space power, delivering critical communications capability to millions of users worldwide. 4 Rocket Lab | Investor Update
A TRULY UNIQUE GLOBAL NETWORK DELIVERS REAL TIME, POLE-TO-POLE GLOBAL COVERAGE OVER EVERY OCEAN, MOUNTAIN, AND AIRWAY Iridium is critical to the people and systems that can’t lose signal: pilots, mariners, first responders, governments, critical infrastructure, and remote sensors operating at the ends of the Earth. Enabled by L-band spectrum: Rare, finite, and valuable signal that delivers reliable, real time connectivity, even in remote or harsh conditions. Its ability to work through all weather and in gaps where other bands don’t reach makes it mission critical for millions of people. 5 Rocket Lab | Investor Update
THE ORIGINAL SPACE PIONEERS A STRONG FOUNDATION TO BUILD UPON 66 SPECTRUM $871M $495M 2 Operational satellites Global rights over scarce 2025 Revenue 2025 OEBITDA + 14 on orbit spares resource 1 2.55M 1,000 57% TRUSTED 2 Subscribers Experienced Team Members 2025 OEBITDA Margin Government Partner 2. Based on Iridium’s publicly reported 2025 results. Iridium Operational EBITDA, or OEBITDA, is defined as earnings before interest, income taxes, depreciation and amortization, gain (loss) on equity 6 Rocket Lab | Investor Update 1. As of March 31, 2026 method investments, transaction related expenses, and share-based compensation expenses. OEBITDA margin is calculated by dividing OEBITDA by total revenue.
THE ULTIMATE COMBINATION FOR GROWTH Two industry leaders joining forces to deliver disruptive next-generation space capabilities 1 + 1 = 3 The result is a highly integrated, self-launching LAUNCH UNIQUE OPERATIONAL CONSTELLATION global space power. SPACECRAFT MANUFACTURING HIGHLY VALUABLE SPECTRUM One that will unlock more growth from Iridium’s existing HIGHLY VERTICALLY INTEGRATED MILLIONS OF CUSTOMERS network, and build new constellations to unlock TRUSTED GOVERNMENT PARTNER TRUSTED GOVERNMENT PARTNER new services and market opportunities. PROVEN NEW SPACE DISRUPTOR STRONG CASH FLOW 7 Rocket Lab | Investor Update
SPECTRUM: ESSENTIAL FOR SATELLITE COMMUNICATIONS ACCELERATED MARKET ENTRY SPECTRUM IS A SCARCE RESOURCE PRIORITY LEO RIGHTS Instant access to global coverage, Spectrum is a finite and tightly regulated Provides globally-coordinated LEO spectrum creating the preeminent platform resource, making established, rights that support consistent, reliable for defense-grade satellite voice and internationally coordinated rights a coverage and mission-critical emergency tracking. strategic advantage for a global communications services. communications network. 8 Rocket Lab | Investor Update
IF YOU WANT TO DO BIG THINGS IN SPACE YOU NEED SPECTRUM $100B+ TOTAL ADDRESSABLE MARKET + + + 9 Rocket Lab | Investor Update TAM source: Novaspace Space Economy Report, January 2026
THE QUINTESSENTIAL ROCKET LAB DEAL Not investing Buying capability that is Highly in dreams accretive and adds to profitable the bottom line Mission critical Applying the Rocket Lab Accelerated entry technology for the magic: Absorb, to compete in new most demanding unify, optimize, markets + access customers evolve, and scale. to large TAM 10 Rocket Lab | Investor Update
KEY TRANSACTION TERMS Cash/stock consideration of Transaction completion expected Rocket Lab has received committed $54.00 per share of Iridium mid-2027, subject to the debt financing of $3.6 billion from common stock, implying an satisfaction of customary closing Deutsche Bank and Wells Fargo. enterprise value for Iridium of conditions (including approval of Rocket Lab intends to fund the cash approximately $8 billion. Iridium stockholders and required component of the transaction through a regulatory approvals). combination of cash from its balance $27.00 in cash and a number of sheet and other debt and equity shares of Rocket Lab common stock, Transaction has been unanimously financing sources. using an exchange ratio that moves approved by the boards of directors within a defined collar.* of Iridium and Rocket Lab. * Complete details on the calculation of the exchange ratio will be in the transaction agreement, which will be filed with the Securities and Exchange Commission. 11 Rocket Lab | Investor Update
OUR FUTURE IN SPACE APPLICATIONS HAS JUST BEEN UNLOCKED AND ACCELERATED This is our entrance into recurring applications revenue from space, but it’s not the finish line. PNT IoT Defense & Govt Rather than simply continuing Iridium’s network, we will build upon it to scale into untapped markets and pioneer new space-based services. Aviation & Direct to Mission Huge TAM expansion has been unlocked. Marine Device Services 12 Rocket Lab | Investor Update