Merger proxy

Summary

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

• On June 28, 2026, Iridium Communications entered into a merger agreement with Rocket Lab Corporation under which Iridium will become an indirect wholly owned subsidiary of Rocket Lab and be delisted from Nasdaq.
• Each share of Iridium Common Stock will convert into $27.00 in cash plus a number of Rocket Lab shares equal to the Exchange Ratio, which is 0.4000 if the Rocket Lab Stock Price is at or below $67.50, $27.00 divided by the price between $67.50 and $112.50, or 0.2400 if the price is at or above $112.50.
• At the August 18, 2026 closing price, the Exchange Ratio would be 0.3411, leaving former Iridium stockholders holding approximately 5% of Rocket Lab voting power and prior Rocket Lab stockholders holding approximately 95%.
• A special meeting of Iridium stockholders will be held virtually on September 24, 2026, with the record date set at August 21, 2026, when 105,981,552 shares were outstanding.
• Rocket Lab expects to fund the cash consideration using cash on hand plus a committed 364-day senior secured bridge term loan facility of $3.6 billion, and the parties expect to complete the Mergers in mid-2027.
• Iridium may owe Rocket Lab a termination fee of $223,620,000 if the Merger Agreement is terminated in specified circumstances, and Evercore rendered a fairness opinion to the Iridium Board dated June 28, 2026.

Why it mattersThe filing sets the terms and stockholder vote for Rocket Lab's acquisition of the operator of the only truly global mobile satellite network, combining Iridium's constellation and services with Rocket Lab's launch and space systems segments.