8-KCurrent report
Other events
✓ VerifiedIridium issued supplemental proxy disclosures ahead of its September 24, 2026 special meeting on the Rocket Lab merger, addressing three stockholder lawsuits over the $54.00 per share deal.
Filed Sep 18, 2026 · 12:14 ET
Summary
- Iridium voluntarily supplemented its definitive proxy statement in response to three stockholder lawsuits and demand letters alleging disclosure deficiencies about its merger with Rocket Lab Corporation under the June 28, 2026 Merger Agreement.
- The special meeting is scheduled for September 24, 2026 at 8:30 a.m. Eastern Time, with stockholders of record as of August 21, 2026 eligible to vote, and Iridium expects to complete the Mergers in mid-2027.
- The supplemental disclosures expand Evercore's financial analyses, including a selected precedent transactions analysis using a TEV / LTM Adjusted EBITDA range of 10.0x to 14.0x applied to estimated LTM Adjusted OEBITDA of approximately $527 million.
- Evercore's discounted cash flow analysis covering fiscal years 2026 through 2035 used perpetuity growth rates of 2.5% to 3.5% and discount rates of 9.0% to 10.0%, indicating implied equity values of $29.97 to $45.54 per share.
- The Merger Consideration is valued at $54.00 per share of Iridium Common Stock, compared to closing prices of $28.52 on April 1, 2026 and $43.52 on June 26, 2026.
- Iridium states the claims are without merit and made the supplemental disclosures to moot the claims and avoid delay of the special meeting.
Key facts
- Special meeting date
- September 24, 2026
From the filing for Special meeting date
“The Special Meeting is scheduled to be held on September 24, 2026, beginning at 8:30 a.m. Eastern Time.”
- Record date
- August 21, 2026
From the filing for Record date
“Iridium's stockholders of record as of the close of business on August 21, 2026 will be eligible to vote at the Special Meeting.”
- Expected closing
- mid-2027
From the filing for Expected closing
“Iridium expects to complete the Mergers in mid-2027.”
- Merger Consideration
- $54.00 per share
From the filing for Merger Consideration
“the implied value of the Merger Consideration of $54.00 per share of Iridium Common Stock”
- Number of lawsuits
- three lawsuits
From the filing for Number of lawsuits
“three lawsuits relating to the Mergers (collectively, the "Lawsuits") have been filed in the Supreme Court of the State of New York”
- LTM Adjusted OEBITDA
- approximately $527 million
From the filing for LTM Adjusted OEBITDA
“Iridium's estimated LTM Adjusted OEBITDA as of June 30, 2026 of approximately $527 million”
- Iridium net debt
- approximately $2,102 million
From the filing for Iridium net debt
“Iridium's estimated net debt as of June 30, 2026 of approximately $2,102 million”
- DCF implied equity value range
- $29.97 to $45.54
From the filing for DCF implied equity value range
“this analysis indicated a range of implied equity values per Iridium Common Stock of $29.97 to $45.54”
Why it mattersThe supplemental disclosures respond to stockholder litigation and keep the September 24, 2026 vote on Rocket Lab's acquisition of Iridium on schedule. The deal values Iridium at $54.00 per share with closing anticipated in mid-2027.
- Filed
- Sep 18, 2026
- Accepted
- 2026-09-18 16:14Z
- Period
- Sep 18, 2026
- Accession no.
- 0000950103-26-014197
- Size
- 225 KB
- Index
- Filing index
