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.

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.
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

The 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