Iridium Communications Inc. 8-K

What Happened
Iridium Communications Inc. (IRDM) announced on June 29, 2026 that it entered into a definitive Agreement and Plan of Merger with Rocket Lab Corporation. The Transaction is a two‑step merger in which Merger Sub I will merge into Iridium (First Merger), followed by a merger into Merger Sub II (Subsequent Merger). At the First Effective Time each outstanding Iridium share (except certain exceptions) will convert into $27.00 in cash plus a number of Rocket Lab shares (the “Stock Consideration”) based on an Exchange Ratio tied to Rocket Lab’s share price. Iridium’s board unanimously approved and recommended the Merger Agreement and Iridium directors holding ~1.6% of shares signed support agreements to vote in favor.

Key Details

• Cash consideration: $27.00 per Iridium share plus stock consideration determined by an Exchange Ratio: 0.4000 if Rocket Lab VWAP ≤ $67.50; $27.00 ÷ Rocket Lab VWAP if > $67.50 and < $112.50; 0.2400 if VWAP ≥ $112.50. VWAP is the 10‑trading‑day VWAP ending two full trading days before the First Effective Time.
• Equity awards: Iridium RSUs (including PSUs) will be assumed and converted into Rocket Lab RSUs using an Equity Award Exchange Ratio (Cash/Price + Exchange Ratio, rounded down to whole shares); Iridium options and CSARs will vest, be canceled and converted into the Merger Consideration (CSARs paid in cash).
• Approvals & conditions: Closing requires Iridium stockholder approval, HSR clearance, FCC consent for certain telecom authorizations, other foreign/satellite/telecom clearances, absence of specified material adverse effects, and effectiveness of an S‑4 registering Rocket Lab shares for listing on Nasdaq. If First Merger closes, Iridium shares will be delisted and deregistered.
• Termination & timing: Agreement may be terminated if the deal isn’t completed by June 28, 2027 (extendable to Sept. 28 and Dec. 28, 2027 in some cases). Iridium may owe a termination fee of $223.62 million to Rocket Lab in specified scenarios (e.g., accepting a Superior Proposal or certain board actions).

Why It Matters
This is a definitive acquisition agreement that would take Iridium private as an indirect Rocket Lab subsidiary and remove Iridium shares from Nasdaq if the First Merger closes. Shareholders will receive a fixed $27 cash component plus equity in the combined company, with the exact stock amount depending on Rocket Lab’s share price at closing. The deal is subject to stockholder and multiple regulatory approvals (including the FCC and antitrust clearance), so it is not final until those conditions are met. The treatment of employee equity and the sizable termination fee are material considerations for employees and investors evaluating outcomes and competing proposals.