Amended merger registration

Summary

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• On June 28, 2026, Iridium entered into a Merger Agreement under which it will become an indirect wholly owned subsidiary of Rocket Lab through two mergers.
• Each Iridium share converts into $27.00 in cash plus Rocket Lab Common Stock at an Exchange Ratio of 0.4000 if the Rocket Lab Stock Price is at or below $67.50, $27.00 divided by the price if between $67.50 and $112.50, or 0.2400 if at or above $112.50.
• Iridium is holding a virtual special meeting at 8:30 a.m. Eastern Time on September 24, 2026, with a record date of August 21, 2026, requiring a majority of outstanding shares to adopt the agreement.
• Using the August 18, 2026 closing price the Exchange Ratio would be 0.3411, leaving prior Rocket Lab stockholders with about 95% of voting power and former Iridium stockholders with about 5%.
• Rocket Lab arranged a committed 364-day senior secured bridge term loan facility of $3.6 billion, and the Mergers are not conditioned on Rocket Lab receiving financing.
• Iridium would pay a $223,620,000 termination fee to Rocket Lab if the Merger Agreement is terminated in specified circumstances, with the End Date set at June 28, 2027.

Why it mattersThe filing sets the shareholder vote and terms for Rocket Lab's acquisition of satellite operator Iridium, adding a global L-band constellation and recurring service revenue to Rocket Lab's launch and space systems business.