{"url_path":"/sec/irdm/8-k/2026-05-14/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1418819/0001418819-26-000032-index.html","accession_number":"0001418819-26-000032","cik":"0001418819","ticker":"IRDM","issuer_name":"Iridium Communications Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1418819/0001418819-26-000032-index.html","primary_entity_key":"0001418819","primary_entity_name":"Iridium Communications Inc."},"word_count":566,"has_tables":true,"body_markdown":"Item 1.01 Entry into a Material Definitive Agreement.\n\nOn May 13, 2026, Iridium Communications Inc. (the “Company”), through its wholly owned subsidiary Iridium Monitor Holdings LLC (“Iridium Monitor Holdings”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with NAV CANADA, The Irish Air Navigation Service, ENAV S.P.A., Naviair Surveillance A/S, NATS (Services) Limited, and certain of their affiliated entities (collectively, the “Sellers”), pursuant to which Iridium Monitor Holdings agreed to acquire the remaining 61% of equity interests in Aireon Holdings LLC (“Aireon”) that the Company does not already own. The Company is an existing owner of equity interests in Aireon and, upon closing of the transaction (“Closing”), the Company will indirectly own all of the membership interests in Aireon and its subsidiary Aireon LLC, operator of the world’s only space-based Automatic Dependent Surveillance-Broadcast (ADS-B) air traffic surveillance system.\n\nThe aggregate purchase price payable to the Sellers is approximately $366.7 million, subject to adjustments for any distributions from the entities being acquired, and will be paid in two installments: (i) 50% in cash at Closing; and (ii) 50% deferred and in the form of a loan by the Sellers, payable one year following the Closing pursuant to a Credit and Guaranty Agreement to be entered into at Closing (the “Credit and Guaranty Agreement”) substantially in the form attached to the Purchase Agreement. The Company expects to pay the purchase price with current liquidity, including borrowings under its revolving credit facility, and future cash from operations.\n\nThe obligations of Iridium Monitor Holdings to fund the Closing cash portion of the purchase price and to perform under the Purchase Agreement are guaranteed by Iridium Satellite LLC, a wholly owned subsidiary of the Company.\n\nThe Purchase Agreement contains customary representations, warranties and covenants of Iridium Monitor Holdings, the Sellers and Aireon. The Closing is subject to customary conditions, including the accuracy of representations and warranties, performance of covenants, and receipt of required regulatory approvals (including expiration or termination of the applicable waiting period under the Hart‑Scott‑Rodino Antitrust Improvements Act of 1976, as amended). Except in the case of fraud, the representations and warranties in the Purchase Agreement generally do not survive Closing, and the sole recourse of Iridium Monitor Holdings with respect to breaches of representations and warranties is recovery under a buyer‑side representation and warranty insurance policy obtained by Iridium Monitor Holdings in connection with the transaction.\n\nThe Purchase Agreement also contains customary exclusivity provisions and termination rights, including termination if the transaction is not completed within a specified period following signing or if the transaction is prohibited by law.\n\nAt Closing, Iridium Monitor Holdings will enter into the Credit and Guaranty Agreement pursuant to which the Sellers will provide Iridium Monitor Holdings with a $183.36 million term loan, bearing no interest, and maturing one year following the Closing, to fund the deferred portion of the purchase price. The loan will be secured by a first‑priority lien on the equity interests of Aireon and other intermediate holding company entities.\n\nThe Company will assume Aireon’s outstanding debt under an existing facility maturing in October 2028, which is expected to have principal outstanding at closing of $155.0 million and an interest rate of SOFR + 6.25%.\n\nThe foregoing summary of the terms of the Purchase Agreement is qualified by reference to the Purchase Agreement, a copy of which is filed herewith as Exhibit 10.1, which is incorporated herein by reference."}