8-KCurrent report

Reg FD disclosure

✓ VerifiedRocket Lab launched a replacement ATM equity program of up to $1,944,369,826 and disclosed HSR clearance, an S-4 filing, and FCC applications for its Iridium acquisition.

8.01 Other events

Summary

  • On August 13, 2026, Rocket Lab entered into an Equity Distribution Agreement with Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC to sell common stock with an aggregate offering price of up to $1,944,369,826 through an at-the-market program.
  • The new agreement replaces the prior equity distribution agreement dated May 20, 2026, carrying forward the unsold offering amount with no additional shares beyond that amount being offered.
  • Rocket Lab intends to use net proceeds to fund cash payments for the proposed acquisition of Iridium Communications Inc. and to reduce commitments under its committed senior secured debt bridge facility.
  • The HSR waiting period for the Iridium acquisition expired at 11:59 p.m. Eastern Time on August 12, 2026, and Rocket Lab filed a Form S-4 registration statement that has not yet become effective.
  • On August 10, 2026, Rocket Lab and Iridium filed FCC applications seeking consent to transfer control of Iridium's licenses and authorizations to Rocket Lab.
  • Rocket Lab intends to replace its $3.6 billion 364-day senior secured bridge term loan facility with permanent debt and equity financing and to seek amendments to Iridium's existing term loan credit facility with $1.775 billion outstanding as of June 30, 2026.
ATM aggregate offering price
$1,944,369,826
From the filing for ATM aggregate offering price
having an aggregate offering price of up to $1,944,369,826 from time to time pursuant to an "at the market" program
Sales agents
Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC
From the filing for Sales agents
it has entered into a replacement equity distribution agreement with Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC
Prior agreement date
May 20, 2026
From the filing for Prior agreement date
The equity distribution agreement replaces the Company's prior equity distribution agreement dated May 20, 2026
Sales agent commission
not to exceed 2.00%
From the filing for Sales agent commission
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
HSR waiting period expiration
11:59 p.m., Eastern Time, on August 12, 2026
From the filing for HSR waiting period expiration
in connection with its pending acquisition of Iridium expired at 11:59 p.m., Eastern Time, on August 12, 2026
FCC applications filed
August 10, 2026
From the filing for FCC applications filed
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
Bridge facility amount
$3.6 billion
From the filing for Bridge facility amount
a 364-day senior secured bridge term loan facility in an aggregate principal amount of $3.6 billion
Iridium term loan outstanding
$1.775 billion outstanding as of June 30, 2026
From the filing for Iridium term loan outstanding
Iridium's existing term loan credit facility with an aggregate amount of $1.775 billion outstanding as of June 30, 2026

The filing establishes a nearly $2 billion equity funding channel and details regulatory and financing steps to close the Iridium acquisition. The ATM is not conditioned on completing the acquisition.

Filed
Aug 13, 2026
Accepted
2026-08-13 11:10Z
Period
Aug 13, 2026
Accession no.
0001753926-26-001463
Size
1.5 MB