{"url_path":"/sec/irdm/8-k/2026-06-29/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":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1418819/0001104659-26-078482-index.html","accession_number":"0001104659-26-078482","cik":"0001418819","ticker":"IRDM","issuer_name":"Iridium Communications Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1418819/0001104659-26-078482-index.html","primary_entity_key":"0001418819","primary_entity_name":"Iridium Communications Inc."},"word_count":2515,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement**\n\n \n\nAgreement and Plan of Merger\n\n \n\nOn June 28, 2026, Iridium Communications Inc., a Delaware\ncorporation (“Iridium”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Rocket Lab\nCorporation, a Delaware corporation (“Rocket Lab”), Ion Merger Sub I, Inc., a Delaware corporation and an indirect\nwholly owned subsidiary of Rocket Lab (“Merger Sub I”) and Ion Merger Sub II, LLC, a Delaware limited liability company and\nan indirect wholly owned subsidiary of Rocket Lab (“Merger Sub II”). Pursuant to the Merger Agreement, and subject to the\nsatisfaction or waiver of the conditions set forth therein, Merger Sub I will merge with and into Iridium (the “First Merger”)\nwith Iridium continuing as the surviving corporation and an indirect wholly owned subsidiary of Rocket Lab, and immediately following\nthe First Merger, the surviving corporation in the First Merger will merge with and into Merger Sub II, with Merger Sub II continuing\nas the surviving entity (the “Subsequent Merger” and together with the First Merger, the “Transaction”). The Transaction\nis generally intended to qualify as a tax-free reorganization for U.S. federal income tax purposes so long as the value of the Stock Consideration\nrelative to the Cash Consideration (each as defined below) received by the holders of Iridium Common Stock (as defined below) (which could\nvary depending on the price per share of Rocket Lab Common Stock (as defined below) at the First Effective Time (as defined below)) meets\nthe conditions for tax-free treatment. Should those conditions not be met, the Subsequent Merger will not occur and the Transaction will\nnot qualify as a tax-free reorganization for U.S. federal income tax purposes.\n\n \n\nIridium’s board of directors has unanimously approved the Merger\nAgreement and resolved to recommend that Iridium stockholders approve the adoption of the Merger Agreement and the Transaction.\n\n \n\n*Merger Consideration*\n\n \n\nAs a result of the Transaction, at the effective time of the First\nMerger (the “First Effective Time”) each issued and outstanding share of common stock of Iridium, par value $0.001 per share\n(“Iridium Common Stock”), other than as specified in the Merger Agreement, will be converted into the right to receive (i) $27.00\nin cash (the “Cash Consideration”) and (ii) a number of shares (the “Stock Consideration” and, together with\nthe Cash Consideration, the “Merger Consideration”) of Rocket Lab’s common stock, par value $0.0001 per share (“Rocket\nLab Common Stock”), equal to the Exchange Ratio (as defined below), in each case without interest. The “Exchange Ratio”\nwill be the following: (i) if the Rocket Lab Common Stock Price (as defined below) is equal to or less than $67.50, then the Exchange\nRatio will be 0.4000; (ii) if the Rocket Lab Common Stock Price is greater than $67.50 but less than $112.50, then the Exchange Ratio\nwill be the quotient obtained by dividing $27.00 by the Rocket Lab Common Stock Price, rounded to four decimal places; and (iii) if\nthe Rocket Lab Common Stock Price is equal to or greater than $112.50, then the Exchange Ratio will be 0.2400. “Rocket Lab Common\nStock Price” is defined as the volume weighted average price per share of Rocket Lab Common Stock on the Nasdaq Global Select Market\nfor the period of the ten consecutive trading days ending on and including the second full trading day prior to the First Effective Time.\n\n \n\n \n\n \n\n \n\nIf the First Merger is consummated, Iridium Common Stock will\nbe delisted from the Nasdaq Global Select Market and deregistered under the Exchange Act, as promptly as practicable after the consummation\nof the First Merger.\n\n \n\n*Treatment of Iridium Equity Awards*\n\n \n\nThe Merger Agreement provides that at the First Effective Time (i) each\noutstanding restricted stock unit covering Iridium Common Stock (the “Iridium RSUs”), including any Iridium RSU that includes\nperformance-based vesting conditions (the “Iridium PSUs”), will be assumed by Rocket Lab and converted into a restricted stock\nunit award with respect to shares of Rocket Lab Common Stock (each, an “Assumed RSU”) subject to the same terms and conditions\nas applied to such Iridium RSU or Iridium PSU immediately prior to the closing of the Transaction (including the same vesting and leaver\nprovisions), except that such Assumed RSU will cover a whole number of shares of Rocket Lab Common Stock equal to the number of shares\nof Iridium Common Stock covered by such Iridium RSU or Iridium PSU immediately prior to the First Effective Time (and, with respect to\nIridium PSUs, determined as if all applicable performance-based vesting conditions had been satisfied at target) multiplied by an Equity\nAward Exchange Ratio equal to (a) the Cash Consideration divided by the Rocket Lab Common Stock Price plus (b) the Exchange\nRatio (rounded down to the nearest whole share), and each Assumed RSU will vest in full in the event of a termination of employment without\ncause within 12 months following the First Effective Time (in addition to any other provisions that apply to the corresponding Iridium\nRSU or Iridium PSU), and (ii) each outstanding option to purchase Iridium Common Stock (the “Iridium Options”) and each\noutstanding cash-settled stock appreciation right award with respect to Iridium Common Stock (the “Iridium CSARs”) will be\nfully vested and exercisable and canceled and converted into the right to receive the Merger Consideration in respect of each share of\nIridium Common Stock covered by such Iridium Option or Iridium CSAR (paid only in cash, in respect of an Iridium CSAR), calculated net\nof the exercise price or strike price, as applicable, of such Iridium Option or Iridium CSAR, less applicable withholdings.\n\n \n\n*Representations, Warranties and Covenants*\n\n \n\nThe Merger Agreement contains customary representations, warranties\nand covenants made by each of Iridium and Rocket Lab, including, among others, covenants by each of Iridium and Rocket Lab to (i) use\ncommercially reasonable efforts to conduct its respective businesses in the ordinary course of business during the interim period between\nthe execution of the Merger Agreement and consummation of the Transaction, and (ii) not engage in certain specified transactions\nand actions during that period. Further, unless the Merger Agreement is validly terminated, Iridium is required to hold a meeting\nof its stockholders to vote upon the adoption of the Merger Agreement and the Transaction in accordance with the terms of the Merger Agreement.\n\n \n\nCommencing upon the execution\nof the Merger Agreement, Iridium will be subject to customary “no-shop” restrictions and is not permitted to, subject\nto certain exceptions set forth in the Merger Agreement, (i) solicit, initiate or take any action to knowingly facilitate\nor encourage any alternative acquisition proposal or (ii) participate in any discussions or negotiations with, furnish any material\nnonpublic information relating to Iridium to, or otherwise knowingly cooperate with, any third party, relating to any alternative acquisition\nproposal. In addition, Iridium has agreed that, subject to limited exceptions set forth in the Merger Agreement, the Iridium board\nof directors will not withdraw its recommendation to its stockholders to vote in favor of the adoption of the Merger Agreement and the\nTransaction.\n\n \n\n*Conditions to the Mergers*\n\n \n\nThe closing of the Transaction is subject to customary conditions set\nforth in the Merger Agreement, including (i) the adoption of the Merger Agreement and the Transaction by the affirmative vote of\nthe holders of a majority of the outstanding Iridium Common Stock; (ii) the expiration or termination of applicable waiting periods\nunder the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and consent of the U.S. Federal Communications Commission to the transfer\nof control of certain telecommunication authorizations held by Iridium; (iii) receipt of clearances or approvals under other specified\nforeign investment and satellite and telecommunications laws; (iv) the absence of any order or law issued, enforced or enacted by\na governmental authority in certain specified jurisdictions that prevents, makes illegal or enjoins the consummation of the Mergers; (v) there\nhaving not occurred a Company Material Adverse Effect or a Parent Material Adverse Effect, each as defined in the Merger Agreement;\nand (vi) the effectiveness of a registration statement on Form S-4 with respect to shares of Rocket Lab Common Stock to\nbe issued in the Transactions and approval of such shares for listing on the Nasdaq Global Select Market.\n\n \n\n \n\n \n\n \n\n*Termination*\n\n \n\nEither Iridium or Rocket Lab may terminate the Merger Agreement in\ncustomary circumstances including, among others (i) the Transaction has not been completed on or before June 28, 2027, which\ndate may be extended to September 28, 2027 and December 28, 2027, as applicable, pursuant to the terms of the Merger Agreement;\n(ii) a final order or law issued, enforced or enacted, by a governmental authority in certain specified jurisdiction permanently\nprevents, makes illegal or enjoins the consummation of the Mergers; or (iii) Iridium’s stockholders fail to adopt the Merger\nAgreement and the Transaction. Iridium may terminate the Merger Agreement under certain additional circumstances, including to allow Iridium\nto enter into a definitive agreement for an alternative acquisition proposal that constitutes a Superior Proposal (as defined in the Merger\nAgreement) subject to the terms of the Merger Agreement. Rocket Lab may terminate the Merger Agreement under certain additional circumstances,\nincluding if Iridium’s board of directors withdraws its recommendation to Iridium’s stockholders to vote in favor of the adoption\nof the Merger Agreement and the Transaction or if Iridium materially and intentionally breaches the “no-shop”\nrestrictions in the Merger Agreement.\n\n \n\nThe Merger Agreement provides for the payment of a termination fee\nof $223.62 million by Iridium to Rocket Lab upon termination of the Merger Agreement under specified circumstances, including if the Merger\nAgreement is terminated (i) by Iridium to enter into a definitive agreement for an alternative acquisition proposal that constitutes\na Superior Proposal or (ii) by Rocket Lab because Iridium’s board of directors withdraws its recommendation to Iridium’s\nstockholders to vote in favor of the adoption of the Merger Agreement and the Transaction or because Iridium materially and intentionally\nbreaches the “no-shop” restrictions in the Merger Agreement. The termination\nfee is also payable by Iridium to Rocket Lab if the Merger Agreement is terminated in specified circumstances and Iridium either consummates\nan alternative acquisition transaction or enters into a definitive agreement providing for an alternative acquisition transaction within\none year of such termination.\n\n \n\n*Cautionary Considerations*\n\n \n\nThe foregoing description of\nthe Merger Agreement does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement, a copy\nof which is filed as Exhibit 2.1 hereto and is incorporated by reference herein. The Merger Agreement has been attached to provide\ninvestors with information regarding its terms. It is not intended to provide any factual information about Iridium or Rocket Lab. In\nparticular, the assertions embodied in the representations and warranties contained in the Merger Agreement are modified or qualified\nby information in confidential disclosure schedules, which disclosures are not reflected in the Merger Agreement but instead are provided\nby each of Iridium and Rocket Lab to the other in connection with the signing of the Merger Agreement or in filings of the parties with\nthe Securities and Exchange Commission (the “SEC”). These confidential disclosure\nschedules contain information that modifies, qualifies and creates exceptions to the representations and warranties and certain covenants\nset forth in the Merger Agreement. Moreover, the representations and warranties in the Merger Agreement were used for the purpose of allocating\nrisk between Iridium and Rocket Lab rather than establishing matters as facts and were made only as of the date of the Merger Agreement\n(or such other date or dates as may be specified in the Merger Agreement) and are solely for the benefit of the parties to the Merger\nAgreement. Accordingly, the representations and warranties in the Merger Agreement should not be relied on as characterization of the\nactual state of facts about Iridium or Rocket Lab, may no longer be true as of a given date and may apply standards of materiality in\na way that is different from what may be viewed as material to the business of Iridium or Rocket Lab. Moreover, information concerning\nthe subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information\nmay or may not be fully reflected in Iridium’s or Rocket Lab’s public disclosures.\n\n \n\nSupport Agreement\n\n \n\nIn connection with the Merger Agreement, on June 28, 2026, each\nof Iridium’s directors, in their capacity as stockholders of Iridium, entered into a Support Agreement with Rocket Lab (the “Iridium\nSupport Agreement”) pursuant to which each such stockholder agreed, during the term of the Iridium Support Agreement, to vote the\nIridium Common Stock owned by such director (i) in favor of adoption of the Merger Agreement, including the Transaction, (ii) against\nany alternative acquisition proposal, and (iii) against any other action or agreement that is intended, or would reasonably be expected,\nto materially impede, interfere with or delay the Transaction or the other transactions contemplated by the Merger Agreement. The stockholders\nsubject to the Iridium Support Agreement beneficially own in the aggregate approximately 1.6% of the outstanding shares of Iridium Common\nStock as of June 24, 2026. The Iridium Support Agreement terminates upon the earliest to occur of (i) the termination of the\nMerger Agreement in accordance with its terms, (ii) the First Effective Time, (iii) the effectiveness of any amendment to the\nMerger Agreement that decreases the amount of the Merger Consideration or that is materially adverse to Iridium’s stockholders,\n(iv) with respect to each such stockholder, the termination of the Iridium Support Agreement by written agreement of each of Rocket\nLab and the applicable stockholder and (v) the Iridium board of directors effecting an Adverse Recommendation Change (as defined\nin the Merger Agreement) in accordance with the terms of the Merger Agreement.\n\n \n\n \n\n \n\n \n\nThe foregoing description of the Iridium Support Agreement does not\npurport to be complete and is qualified in its entirety by the full text of the Iridium Support Agreement. A form of the Iridium Support\nAgreement is filed as Exhibit 10.1 hereto and is incorporated by reference herein. The Iridium Support Agreement has been attached\nto provide investors with information regarding its terms, and is incorporated by reference herein. It is not intended to provide any\nother factual information about the stockholders party thereto. Moreover, the representations and warranties in the Iridium Support Agreement\nwere used for the purpose of allocating risk among the parties rather than establishing matters of fact. Accordingly, the representations\nand warranties in the Iridium Support Agreement should not be relied on as characterization of the actual state of facts about the stockholders\nparty thereto.\n\n \n\nThe Merger Agreement and the Iridium Support Agreement should not be\nread alone but should instead be read in conjunction with the other information regarding the Merger Agreement, the Iridium Support Agreement,\nthe Transaction, Rocket Lab, Iridium, Merger Sub I, Merger Sub II, their respective affiliates and their respective businesses, that\nwill be contained in, or incorporated by reference into, the proxy statement/prospectus that Iridium and Rocket Lab will file, as well\nas in the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings that\nIridium and Rocket Lab will make with the SEC."}