8-KCurrent report

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UnverifiedRocket Lab filed Iridium's audited and interim financials plus pro forma statements for its pending acquisition, disclosing estimated aggregate Merger Consideration of approximately $7,589,872 thousand.

Summary

This summary has not passed every source check. Confirm figures against the original document.

  • Rocket Lab filed Iridium Communications' audited financial statements for the years ended December 31, 2025 and 2024 and unaudited statements as of June 30, 2026, plus KPMG's consent, to be incorporated into its registration statements.
  • Under the Merger Agreement dated June 28, 2026, each share of Iridium Common Stock will convert into the right to receive $27.00 in cash plus Rocket Lab stock at an Exchange Ratio, with Iridium becoming an indirect wholly owned subsidiary.
  • The pro forma information reflects estimated aggregate consideration of approximately $7,589,872 for the Mergers, based on a 10-day VWAP of $69.3305 per Rocket Lab share ending August 7, 2026 and an Exchange Ratio of 0.3894.
  • Rocket Lab entered a commitment letter for a 364-day senior secured bridge term loan facility of $3,600,000 with Deutsche Bank AG New York Branch and Wells Fargo Bank, National Association.
  • The preliminary purchase price allocation assigns $2,201,784 to goodwill and $4,329,338 to intangible assets, net, subject to a final determination within one year of Closing.
  • The pro forma statements exclude Iridium's acquisition of Aireon LLC, completed on July 2, 2026, which added a $183,400 non-interest-bearing seller loan and Aireon term loans with a $154,700 outstanding balance.
Cash Consideration per share
$27.00
From the filing for Cash Consideration per share
will be converted into the right to receive (i) $27.00 in cash (the "Cash Consideration")
Estimated aggregate Merger Consideration
$7,589,872
From the filing for Estimated aggregate Merger Consideration
The pro forma financial information reflects estimated aggregate consideration of approximately $7,589,872 for the Mergers, as calculated below.
Exchange Ratio used
0.3894
From the filing for Exchange Ratio used
Exchange Ratio [B] 0.3894
Bridge Facility
$3,600,000
From the filing for Bridge Facility
a 364-day senior secured bridge term loan facility in an aggregate principal amount of $3,600,000 (the "Bridge Facility")
Goodwill (preliminary)
2,201,784
From the filing for Goodwill (preliminary)
Goodwill 2,201,784
Merger Agreement date
June 28, 2026
From the filing for Merger Agreement date
On June 28, 2026, Rocket Lab Corporation, a Delaware corporation
Aireon acquisition close
July 2, 2026
From the filing for Aireon acquisition close
Iridium's acquisition of Aireon LLC ("Aireon") which was completed on July 2, 2026

The filing provides Iridium's financial statements and combined pro forma figures required for the pending merger's registration statement, quantifying the cash, stock, and $3,600,000 bridge financing involved. It shows a preliminary purchase price of about $7,589,872.

Filed
Aug 13, 2026
Accepted
2026-08-13 10:09Z
Period
Aug 13, 2026
Accession no.
0001753926-26-001454
Size
761 KB