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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 13, 2026
ROCKET
LAB CORPORATION
(Exact
name of Registrant as Specified in Its Charter)
| Delaware |
001-39560 |
39-2182599 |
(State or Other Jurisdiction
of
Incorporation) |
(Commission File Number) |
(IRS Employer
Identification
No.) |
| |
|
|
3881
McGowen Street
Long
Beach, California |
|
90808 |
| (Address of Principal Executive
Offices) |
|
(Zip Code) |
Registrant’s
Telephone Number, Including Area Code: 714 465-5737
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which
registered |
| Common
Stock, par value $0.0001 per share |
|
RKLB |
|
Nasdaq Global Select Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On August 13, 2026, Rocket Lab Corporation (the “Company”)
issued a press release announcing the entry into the Equity Distribution Agreement (as defined below). A copy of the press release is
attached hereto and furnished herewith as Exhibit 99.1.
In addition, on August 13, 2026, the Company issued a press
release announcing progress on its previously announced proposed acquisition of Iridium Communications Inc. A copy of the press
release 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 Securities Exchange Act of 1934, as amended (“Exchange
Act”), and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended,
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.
Item
8.01 Other Items.
On
August 13, 2026, the Company entered into an equity distribution agreement (the “Equity
Distribution Agreement”) with Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC, as sales agents (in such capacity,
each, a “Sales Agent” and, collectively, the “Sales Agents”), the Forward Sellers (as defined below) and the
Forward Purchasers (as defined below). Under the Equity Distribution Agreement, the Company may offer and sell, from time to time, shares
of the Company’s common stock, par value $0.0001 per share (“Common Stock”) (the “Shares”), through or
to the Sales Agents, acting as the Company’s agents or principals, having an aggregate offering price of up to $1,944,369,826 or
by the Forward Sellers, acting as sales agents for the relevant Forward Purchasers.
The
Equity Distribution Agreement provides that, in addition to the issuance and sale of shares of Common Stock through the Sales Agents
acting as sales agents or directly to the Sales Agents acting as principals, the Company also may enter into forward sale agreements
under separate forward sale confirmations between the Company and Deutsche Bank AG, London Branch and Wells Fargo Bank, National Association
or one or more of their respective affiliates. These entities, when acting in such capacity, are referred to herein as “Forward
Purchasers.” In connection with each forward sale agreement, the relevant Forward Purchaser (or its affiliate or agent) will, at
the Company’s request, attempt to borrow from third-party stock lenders and, through the relevant Sales Agent, sell a number of
shares of Common Stock equal to the number of shares that underlie the forward sale agreement to hedge such forward sale agreement. Each
of the Sales Agents, when acting as the agent for a Forward Purchaser, is referred to herein as a “Forward Seller.” Transactions
contemplated by the forward sale agreements are referred to herein as “Forward Transactions.”
In
a Forward Transaction under one form of forward sale agreement, referred to as an “Initially Priced Forward Transaction,”
the Company may enter into one or more Initially Priced Forward Transactions with a Forward Purchaser, pursuant to which the Company
will receive the forward sale price under the forward sale agreement at the settlement of the Initially Priced Forward Transaction, subject
to the price adjustment and other provisions of the applicable forward sale agreement. The initial forward sale price per share under
each Initially Priced Forward Transaction will be equal to the product of (1) an amount equal to one minus the applicable forward hedge
selling commission rate and (2) the adjusted volume weighted average hedge price per share at which the borrowed shares of Common Stock
were sold pursuant to the Equity Distribution Agreement by the relevant Forward Seller to hedge the relevant Forward Purchaser’s
exposure under such Initially Priced Forward Transaction. The Company will not initially receive any proceeds from the sale of borrowed
shares by the relevant Forward Seller. The Company expects to receive proceeds from the sale of shares of Common Stock upon future physical
settlement of the relevant Initially Priced Forward Transaction with the relevant Forward Purchaser on dates specified by the Company
on or prior to the maturity date of such Initially Priced Forward Transaction. In an Initially Priced Forward Transaction, the Company
expects to receive aggregate cash proceeds equal to the product of the initial forward sale price under such Forward Transaction and
the number of shares of Common Stock underlying such Forward Transaction, subject to the price adjustment and other provisions of the
applicable forward sale agreement. If the Company elects to cash settle or net share settle an Initially Priced Forward Transaction,
the Company may not (in the case of cash settlement) or will not (in the case of net share settlement) receive any proceeds, and the
Company may owe cash (in the case of cash settlement) or shares of Common Stock (in the case of net share settlement) to the relevant
Forward Purchaser.
In
a separate Forward Transaction under another form of forward sale agreement, referred to herein as a “Collared Forward Transaction,”
the Company may enter into one or more collared forward transactions (“Collared Forward Sale Agreements”) with Deutsche Bank
AG, London Branch or Wells Fargo Bank, National Association, each acting in its capacity as a Forward Purchaser (the “Collared
Forward Purchaser”), pursuant to which the Company will agree to sell to the relevant Collared Forward Purchaser up to the number
of shares of Common Stock specified in the Collared Forward Sale Agreement (subject to adjustment as set forth therein) and the relevant
Collared Forward Purchaser will borrow from third-party stock lenders and sell the maximum number of shares of Common Stock deliverable
pursuant to the Collared Forward Transaction (the “Hedging Shares”) through the related Sales Agent, acting as a Forward
Seller (the “Collared Forward Seller”) over a period of time to be agreed between the Company and the relevant Collared Forward
Purchaser (an “Initial Hedging Period”), all subject to the terms of the Equity Distribution Agreement and the Collared Forward
Sale Agreement. The Company has been advised by each Collared Forward Purchaser that it expects that, on the same days during the Initial
Hedging Period when the Collared Forward Seller is selling a number of Hedging Shares underlying the Collared Forward Transaction, the
relevant Collared Forward Purchaser or its affiliates or agents will be contemporaneously purchasing a substantial portion of such number
of shares in the open market for its own account, as each Collared Forward Purchaser expects its initial hedge position in respect of
the Collared Forward Transaction to be less than the maximum number of shares underlying the Collared Forward Transaction. The floor
price and the cap price of the Collared Forward Transaction will be determined upon completion of the Initial Hedging Period for the
Collared Forward Transaction by multiplying the weighted average prices at which the relevant Collared Forward Seller will have sold
the Hedging Shares during the Initial Hedging Period for the Collared Forward Transaction (the “Hedge Reference Price”) by
the floor percentage and the cap percentage specified in the Collared Forward Sale Agreement, respectively. The forward sale price that
the Company will receive with respect to any component under any Collared Forward Transaction (the “Collared Forward Sale Price”)
for each share of Common Stock deliverable thereunder will be equal to an amount determined based on the volume weighted average price,
as measured under the Collared Forward Sale Agreement of the Common Stock (the “Settlement Reference Price”) on the applicable
valuation date for such component and will not be less than the floor price for such component and will not be more than the cap price
for such component, subject to adjustment under the terms of the Collared Forward Sale Agreement.
The
Company will not initially receive any proceeds from the sale of borrowed shares of Common Stock by a Collared Forward Seller. On each
prepayment date for any component of a Collared Forward Transaction, which will be a date designated by the Company sometime prior to
the valuation date for such component (each, a “Component Prepayment Date”), the relevant Collared Forward Purchaser will,
upon the Company’s request, prepay to the Company an amount in cash equal to the present value of (A) the product of (x) the number
of shares underlying such component and (y) the floor price for such component minus (B) the product of the (x) number of shares underlying
such component of the relevant Collared Forward Transaction, (y) Forward Hedge Selling Commission Rate (as defined in the applicable
Collared Forward Sale Agreement) and (z) Hedge Reference Price, and the Company will issue and pledge the maximum number of shares underlying
such component. If a Component Prepayment Date with respect to such component previously occurred, the relevant Collared Forward Purchaser
will pay to the Company an amount of cash equal to the product of (x) the number of shares underlying such component and (y) the excess
of the Collared Forward Sale Price for such component over the floor price for such component and if a Component Prepayment Date with
respect to such component has not occurred, the relevant Collared Forward Purchaser will pay to the Company an amount of cash equal to
(A) the product of the (x) number of shares underlying such component and (y) the Collared Forward Sale Price for such component minus
(B) the product of the (x) number of shares underlying such component of the relevant Collared Forward Transaction, (y) Forward Hedge
Selling Commission Rate and (z) Hedge Reference Price. On each Component Prepayment Date, the Company will be required to issue and pledge
to the relevant Collared Forward Purchaser the maximum number of shares underlying such component. In addition, to the extent the Collared
Forward Sale Price with respect to any component of a Collared Forward Transaction exceeds the floor price for such component, the Company
expects to receive such excess at maturity of such component. However, the Company will, subject to certain conditions specified in the
Collared Forward Sale Agreement, have the right to elect to receive such excess in the form of Common Stock, instead of cash, with the
number of shares to be calculated based on the Settlement Reference Price on the applicable valuation date for such component, in which
case the Company expects its obligation to deliver shares of Common Stock to the relevant Collared Forward Purchaser at such maturity
will be reduced by such amount. In connection with each Collared Forward Transaction, the relevant Collared Forward Seller may receive,
reflected in a reduced Collared Forward Sale Price payable by the relevant Collared Forward Purchaser under the related forward sale
agreement, a commission of up to 2.00% of the volume weighted average of the sales prices of all borrowed shares of Common Stock sold
during the applicable forward hedge selling period by it as a Forward Seller, and any such commission will be deducted from the amount
paid to the Company on each Component Prepayment Date or settlement date, as applicable.
In
the event that the relevant Forward Purchaser or its affiliate or agent is unable to borrow and deliver any shares of Common Stock for
sale by the relevant Forward Seller under the Equity Distribution Agreement or it would incur a stock loan cost that is equal to or greater
than a specified amount, the number of shares underlying the relevant Forward Transaction will be reduced accordingly (and possibly to
zero shares) immediately upon completion of the applicable hedging period.
The
relevant Forward Seller is not required to sell any specific number or dollar amount of shares of Common Stock, but, subject to the terms
and conditions of the applicable Forward Transaction, the relevant Forward Seller will use its commercially reasonable efforts, consistent
with its normal trading and sales practices, to borrow from third-party stock lenders and sell up to the designated number of shares
of Common Stock during the Initial Hedging Period. In respect of any sales during the Initial Hedging Period by the relevant Forward
Seller on behalf of the relevant Forward Purchaser, the Company may specify that no shares of Common Stock may be sold, if the sales
cannot be effected at or above the price designated by the Company, and the Company may specify other trading parameters for such sales
(including volume limitations). Accordingly, any sales by the relevant Forward Seller may be suspended at any time, and there can be
no assurance that the relevant Forward Seller will be able to sell any shares pursuant to the Equity Distribution Agreement. Only one
Sales Agent or Forward Seller will be permitted to conduct sales of shares of Common Stock at any given time pursuant to the Equity Distribution
Agreement, and no sales of shares of Common Stock by any Sales Agents acting on the Company’s behalf, or by the relevant Forward
Seller on behalf of the relevant Forward Purchaser in connection with any Initially Priced Forward Transaction, will occur simultaneously
with any sales of the Hedging Shares by a Collared Forward Seller on behalf of a Collared Forward Purchaser or contemporaneous purchases
of shares by such Collared Forward Purchaser in connection with the establishment of its initial delta hedge with respect to any Collared
Forward Transaction.
The
Company will pay each of the Sales Agents a commission not to exceed 2.00% of the sales price per share of shares sold through it as
agent under the Equity Distribution Agreement. The net proceeds that the Company will receive from such sales will be the gross proceeds
from such sales less the commissions and any other costs that the Company may incur in issuing the shares. In connection with each Initially
Priced Forward Transaction, the relevant Forward Seller will receive a commission of up to 2.00% of the volume weighted average of the
sales prices of all borrowed shares of Common Stock sold during the applicable hedge period by it as a Forward Seller, reflected in a
reduced initial forward sale price payable by the relevant Forward Purchaser under its forward sale agreement. In respect of a Collared
Forward Transaction, if such a commission is payable, it will be deducted from the proceeds the Company receives on any Component Prepayment
Date or settlement date, as applicable.
The
offer and sale of the Shares will be made pursuant to a shelf registration statement on Form S-3, which Rocket Lab USA, Inc., the Company’s
predecessor, filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2025, which automatically became
effective upon filing, as amended by Post-Effective Amendment No. 1 to such registration statement, filed by the Company with the SEC
on May 27, 2025, and a related prospectus supplement, which the Company filed with the SEC on August 13, 2026.
The
Equity Distribution Agreement may be terminated for any reason, at any time, by either the Company, an Agent, as to itself, or a Forward
Purchaser, as to itself, upon the giving of two (2) days prior written notice to the other parties thereto. The Equity Distribution Agreement
contains customary representations and warranties and conditions to the placements of the Shares pursuant thereto.
The
foregoing summary of the Equity Distribution Agreement and the Forward Transactions does not purport to be complete and is qualified
in its entirety by reference to the full text of the Equity Distribution Agreement, including the forms of confirmations relating to
an Initially Priced Forward Transaction and a Collared Forward Transaction attached thereto, a copy of which is filed as Exhibit 1.1
hereto, respectively, and is incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 1.1 |
|
Equity Distribution Agreement, dated as of August 13, 2026, by and among Rocket Lab Corporation, Deutsche Bank Securities Inc., Wells Fargo Securities, LLC, Deutsche Bank AG, London Branch and Wells Fargo Bank, National Association. |
| |
|
|
| 5.1 |
|
Opinion of Goodwin Procter LLP. |
| |
|
|
| 23.1 |
|
Consent of Goodwin Procter LLP (included in Exhibit 5.1). |
| |
|
|
| 99.1 |
|
Press Release, dated August 13, 2026. |
| |
|
|
| 99.2 |
|
Press Release, dated August 13, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document). |
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: |
August
13, 2026 |
By:
|
/s/
Adam Spice |
|
|
|
Adam
Spice
Chief Financial Officer |
Exhibit 99.1
Rocket
Lab Corporation Announces Dollar-for-Dollar Replacement At-The-Market Equity Program
-
New equity distribution agreement replaces the Company’s prior equity distribution agreement and provides for an aggregate
offering amount equal to the remaining unsold amount; No increase in aggregate amount offered
-
Company intends to use any net proceeds to fund a portion of the cash payments for the Iridium acquisition and reduce debt commitments
August
13, 2026
LONG
BEACH, Calif.--(BUSINESS WIRE)—Rocket Lab Corporation (Nasdaq: RKLB) (“Rocket Lab” or the “Company”),
a global leader in launch services and space systems, today announced that it has entered into a replacement equity distribution
agreement with Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC (the “equity distribution agreement”)
under which it may offer and sell shares of its common stock (the “Shares”) having an aggregate offering price of
up to $1,944,369,826 from time to time pursuant to an “at the market” program (the “ATM Program”). The
equity distribution agreement replaces the Company’s prior equity distribution agreement dated May 20, 2026 (the “prior
sales agreement”) carrying forward the unsold offering amount under that agreement. The Company has terminated its prior
sales agreement. No additional Shares beyond the unsold offering amount is being offered under the ATM Program.
Rocket
Lab currently intends to use all or a portion of the net proceeds from the sale of Shares under the ATM Program to fund cash payments
under its previously announced proposed acquisition of Iridium Communications Inc. (the “Iridium Acquisition”) and
reduce the commitments under its committed senior secured debt bridge facility. The Company also separately announced today additional
updates on the Iridium Acquisition, including the expiration of the HSR waiting period, the initial filing of its Registration
Statement on Form S-4 related to the transaction (which registration statement has not yet become effective), the filing of its
FCC applications, and updates on its capital strategy for the Iridium Acquisition.
The
offering of Shares under the ATM Program is not conditioned upon the completion of the Iridium Acquisition. If the Company does
not consummate the Iridium Acquisition or if it has excess proceeds from the offering of Shares under the ATM Program, the Company
intends to use the net proceeds to fund future growth, including potential future acquisitions, and for general corporate and
working capital purposes.
Any
sales of Shares under the ATM Program will be through Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC, as sales
agents and/or principals, in “at the market” offerings, including on Nasdaq or otherwise, at market prices prevailing
at the time of sale, at prices related to prevailing market prices or at negotiated prices. The equity distribution agreement
also provides for certain forward sale agreements.
The
offer and sale of Shares under the ATM Program will be made pursuant to the Company’s automatic shelf registration statement
on Form S-3ASR (File No. 333-285707) originally filed with the SEC by the Company’s predecessor on March 11, 2025, as amended
by post-effective amendment on May 27, 2025 and adopted by the Company. Prospective investors should read the prospectus contained
in the registration statement and the prospectus supplement relating to the ATM Program (including the documents incorporated
by reference therein) for more complete information about the Company and the ATM Program, including the risks associated with
investing. Copies of the prospectus supplement and related prospectus may be obtained from Deutsche Bank Securities Inc., Attention:
Prospectus Group, 1 Columbus Circle, New York, NY 10019, by telephone: (800) 503-4611, or by email: prospectus.cpdg@db.com; or
Wells Fargo Securities, LLC, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, Attention: WFS Customer Service, toll-free
at 1-800-645-3751 (option #5) or email to WFScustomerservice@wellsfargo.com. You may also obtain these documents free of charge
when they are available by visiting EDGAR on the SEC’s website at www.sec.gov.
There
can be no assurance that the Company will sell any shares under the ATM Program. The timing of any sales and the number of shares
sold, if any, will depend on a variety of factors to be determined by the Company.
This
press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of these
securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or jurisdiction. Any offer, solicitation or sale will be made only by
means of the prospectus supplement and the accompanying prospectus.
About
Rocket Lab
Rocket
Lab (Nasdaq: RKLB) is an end-to-end space company delivering rockets, satellites, and spacecraft components for commercial, government,
and defense missions. Driven by its industry-leading small-lift rockets Electron and HASTE and its upcoming reusable Neutron medium-lift
rocket, Rocket Lab delivers reliable and responsive launch for the world’s most important missions from constellation deployment
to missile defense. Rocket Lab’s satellites and components have powered more than 1,700 missions in Earth orbit, as well
as deep-space exploration of the Moon, Mars, and beyond.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements
contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). All statements contained in this press release other than statements
of historical fact, including, without limitation, statements regarding the ATM Program and the use of proceeds of sales, if any,
under the ATM Program, the proposed Iridium Acquisition and financing plans for the acquisition, our launch and space systems
operations, launch schedule and window, safe and repeatable access to space, Neutron development, operational expansion and business
strategy, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,”
“potential,” “continue,” “anticipate,” “intend,” “expect,” “strategy,”
“future,” “could,” “would,” “project,” “plan,” “target,”
and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these
words or expressions. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties
and other important factors that may cause our actual results, performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by the forward-looking statements, including but not limited
to the factors, risks and uncertainties included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025
and our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026, as such factors may be updated from time to
time in our other filings with the Securities and Exchange Commission (the “SEC”), accessible on the SEC’s website
at www.sec.gov and the Investor Relations section of our website at https://investors.rocketlabcorp.com which could cause our
actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such
forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to
update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events
cause our views to change.
Exhibit 99.2
Rocket Lab Corporation Announces Progress
on Iridium Acquisition: HSR Period Lapses; Form S-4 Filed; FCC Applications Filed; Capital Strategy Underway
August 13, 2026
LONG BEACH, Calif.--(BUSINESS WIRE)—Rocket Lab Corporation
(Nasdaq: RKLB) (“Rocket Lab” or the “Company”), a global leader in launch services and space systems, today
announced substantial milestones in connection with its previously announced proposed acquisition of Iridium Communications Inc.
(“Iridium”).
Regulatory Clearance and Filings
Rocket Lab announced today that the waiting period under the
U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR”), in connection with its pending acquisition
of Iridium expired at 11:59 p.m., Eastern Time, on August 12, 2026.
Rocket Lab also today filed its Registration Statement on Form
S-4 with the U.S. Securities and Exchange Commission (the “SEC”) related to the Iridium acquisition to register the
Rocket Lab securities to be delivered to Iridium shareholders to satisfy the equity consideration at the closing of the transaction.
The filing of the registration statement represents a substantial step in the process toward completing the proposed transaction.
The registration statement has not yet become effective, and the securities described in it may not be sold, nor may offers to
buy be accepted, prior to the time the registration statement becomes effective.
Rocket Lab further announced that on August 10, 2026, Rocket
Lab and Iridium filed with the Federal Communications Commission (“FCC”) applications seeking its consent to transfer
control of Iridium’s licenses and authorizations to Rocket Lab.
Sir Peter Beck, founder and CEO of Rocket Lab, says: “Filing
the Form S-4 and the FCC applications and receiving U.S. antitrust clearance are all major steps for us in the execution timeline
for the Iridium acquisition. These milestones continue to pave the way toward the completion of this transformative transaction
that will position Rocket Lab to accelerate our future into space applications.”
Capital Strategy
As previously reported, in connection with signing the definitive
merger agreement to acquire Iridium, Rocket Lab entered into a commitment letter with Deutsche Bank Securities Inc., Wells Fargo
Bank, National Association and Wells Fargo Securities, LLC and Deutsche Bank AG New York Branch for a 364-day senior secured bridge
term loan facility in an aggregate principal amount of $3.6 billion.
The Company intends to replace the commitments for the bridge
facility through a combination of permanent debt and equity financing sources.
As part of its financing strategy, Rocket Lab announced today
that, together with Iridium, it intends to seek certain amendments to Iridium’s existing term loan credit facility with an
aggregate amount of $1.775 billion outstanding as of June 30, 2026, which would allow the Iridium facility to remain in place following
Rocket Lab’s acquisition, and which would reduce the Company’s debt commitments correspondingly at much more attractive
rates than the bridge facility terms. Such amendments, if completed, will require the consent of lenders under Iridium’s
facility, and there is no assurance at this time that the Company will obtain such consents.
The Company also separately announced today a new at the market
program that replaces the Company’s May 2026 program and carries forward the unsold offering amount under that prior program.
Amounts raised under the new program are intended to reduce the remaining commitments under the bridge loan through equity transactions.
About Rocket Lab
Rocket Lab (Nasdaq: RKLB) is an end-to-end space company delivering
rockets, satellites, and spacecraft components for commercial, government, and defense missions. Driven by its industry-leading
small-lift rockets Electron and HASTE and its upcoming reusable Neutron medium-lift rocket, Rocket Lab delivers reliable and responsive
launch for the world’s most important missions from constellation deployment to missile defense. Rocket Lab’s satellites
and components have powered more than 1,700 missions in Earth orbit, as well as deep-space exploration of the Moon, Mars, and beyond.
Learn more at www.rocketlabcorp.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 has filed 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, but which
is not yet effective. 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, is included in the preliminary proxy statement/prospectus
filed with the SEC on August 13, 2026. Rocket Lab may also be deemed to be a participant in Iridium’s solicitation; information
regarding Rocket Lab is included in the preliminary proxy statement/prospectus filed with the SEC on August 13, 2026. 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 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, 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 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.
