8-KCurrent report

Material agreement

✓ VerifiedIridium entered a merger agreement with Rocket Lab under which each Iridium share converts into $27.00 in cash plus Rocket Lab stock at an exchange ratio between 0.4000 and 0.2400.

7.01 Reg FD disclosure

Summary

  • Iridium entered into the Agreement and Plan of Merger with Rocket Lab Corporation and two merger subsidiaries on June 28, 2026.
  • Each share of Iridium common stock will be converted into the right to receive $27.00 in cash plus a number of Rocket Lab shares set by the Exchange Ratio.
  • The Exchange Ratio is 0.4000 if the Rocket Lab stock price is at or below $67.50, the quotient of $27.00 divided by the price between $67.50 and $112.50, and 0.2400 at or above $112.50.
  • Iridium's board of directors unanimously approved the Merger Agreement and resolved to recommend that stockholders approve its adoption.
  • The agreement provides for a termination fee of $223.62 million payable by Iridium to Rocket Lab under specified circumstances.
  • Either party may terminate if the transaction has not been completed on or before June 28, 2027, a date that may be extended to September 28, 2027 and December 28, 2027.
Cash consideration
$27.00 per share
From the filing for Cash consideration
will be converted into the right to receive (i) $27.00 in cash
Exchange ratio collar
0.4000 to 0.2400
From the filing for Exchange ratio collar
if the Rocket Lab Common Stock Price is equal to or greater than $112.50, then the Exchange Ratio will be 0.2400
Termination fee
$223.62 million
From the filing for Termination fee
payment of a termination fee of $223.62 million by Iridium to Rocket Lab upon termination of the Merger Agreement under specified circumstances
Outside date
June 28, 2027
From the filing for Outside date
the Transaction has not been completed on or before June 28, 2027

These are the definitive terms Iridium stockholders will vote on. The collar fixes the stock component's range and the fee sets the cost of walking away.

Filed
Jun 29, 2026
Accepted
2026-06-29 11:09Z
Period
Jun 28, 2026
Accession no.
0001104659-26-078482
Size
4.8 MB