{"url_path":"/sec/rklb/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/1819994/0001753926-26-001085-index.html","accession_number":"0001753926-26-001085","cik":"0001819994","ticker":"RKLB","issuer_name":"Rocket Lab Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1819994/0001753926-26-001085-index.html","primary_entity_key":"0001819994","primary_entity_name":"Rocket Lab Corp"},"word_count":2563,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement**\n\n \n\nAgreement\nand Plan of Merger\n\n \n\nOn\nJune 28, 2026, Rocket Lab Corporation, a Delaware corporation (“Rocket Lab”), entered into an Agreement and Plan of\nMerger (the “Merger Agreement”) with Iridium Communications Inc., a Delaware corporation (“Iridium”),\nIon Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Rocket Lab (“Merger Sub I”)\nand Ion Merger Sub II, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Rocket Lab (“Merger\nSub II”). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions set forth therein,\nMerger Sub I will merge with and into Iridium (the “First Merger”) with Iridium continuing as the surviving corporation\nand an indirect wholly owned subsidiary of Rocket Lab, and immediately following the First Merger, the surviving corporation in\nthe First Merger will merge with and into Merger Sub II, with Merger Sub II continuing as the surviving entity (the “Subsequent\nMerger” and together with the First Merger, the “Transaction”). The Transaction is generally intended to qualify\nas a tax-free reorganization for U.S. federal income tax purposes so long as the value of the Stock Consideration relative to\nthe 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))\nmeets the conditions for tax-free treatment. Should those conditions not be met, the Subsequent Merger will not occur and the\nTransaction will not qualify as a tax-free reorganization for U.S. federal income tax purposes.\n\n \n\n*Merger\nConsideration*\n\n \n\nAs\na result of the Transaction, at the effective time of the First Merger (the “First Effective Time”) each issued and\noutstanding share of common stock of Iridium, par value $0.001 per share (“Iridium Common Stock”), other than as specified\nin the Merger Agreement, will be converted into the right to receive (i) $27.00 in cash (the “Cash Consideration”)\nand (ii) a number of shares (the “Stock Consideration” and, together with the Cash Consideration, the “Merger\nConsideration”) of Rocket Lab’s common stock, par value $0.0001 per share (“Rocket Lab Common Stock”),\nequal to the Exchange Ratio (as defined below), in each case without interest. The “Exchange Ratio” will be the following:\n(i) if the Rocket Lab Common Stock Price (as defined below) is equal to or less than $67.50, then the Exchange Ratio will be 0.4000;\n(ii) if the Rocket Lab Common Stock Price is greater than $67.50 but less than $112.50, then the Exchange Ratio will be the quotient\nobtained by dividing $27.00 by the Rocket Lab Common Stock Price, rounded to four decimal places; and (iii) if the Rocket Lab\nCommon Stock Price is equal to or greater than $112.50, then the Exchange Ratio will be 0.2400. “Rocket Lab Common Stock\nPrice” is defined as the volume weighted average price per share of Rocket Lab Common Stock on the Nasdaq Global Select\nMarket for the period of the ten consecutive trading days ending on and including the second full trading day prior to the First\nEffective Time.\n\n \n\nIf\nthe First Merger is consummated, Iridium Common Stock will be delisted from the Nasdaq Global Select Market and deregistered under\nthe Exchange Act, as promptly as practicable after the consummation of the First Merger.\n\n \n\n \n\n \n\n \n\n*Treatment\nof Iridium Equity Awards*\n\n \n\nThe\nMerger Agreement provides that at the First Effective Time (i) each outstanding restricted stock unit covering Iridium Common\nStock (the “Iridium RSUs”), including any Iridium RSU that includes performance-based vesting conditions (the “Iridium\nPSUs”), will be assumed by Rocket Lab and converted into a restricted stock unit award with respect to shares of Rocket\nLab Common Stock (each, an “Assumed RSU”) subject to the same terms and conditions as applied to such Iridium RSU\nor Iridium PSU immediately prior to the closing of the Transaction (including the same vesting and leaver provisions), except\nthat such Assumed RSU will cover a whole number of shares of Rocket Lab Common Stock equal to the number of shares of Iridium\nCommon Stock covered by such Iridium RSU or Iridium PSU immediately prior to the First Effective Time (and, with respect to Iridium\nPSUs, 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 Ratio\n(rounded down to the nearest whole share), and each Assumed RSU will vest in full in the event of a termination of employment\nwithout cause within 12 months following the First Effective Time (in addition to any other provisions that apply to the corresponding\nIridium RSU or Iridium PSU), and (ii) each outstanding option to purchase Iridium Common Stock (the “Iridium Options”)\nand each outstanding cash-settled stock appreciation right award with respect to Iridium Common Stock (the “Iridium CSARs”)\nwill be fully vested and exercisable and canceled and converted into the right to receive the Merger Consideration in respect\nof each share of Iridium Common Stock covered by such Iridium Option or Iridium CSAR (paid only in cash, in respect of an Iridium\nCSAR), calculated net of the exercise price or strike price, as applicable, of such Iridium Option or Iridium CSAR, less applicable\nwithholdings.\n\n \n\n*Representations,\nWarranties and Covenants*\n\n \n\nThe\nMerger Agreement contains customary representations, warranties and covenants made by each of Iridium and Rocket Lab, including,\namong others, covenants by each of Iridium and Rocket Lab to (i) use commercially reasonable efforts to conduct its respective\nbusinesses in the ordinary course of business during the interim period between the execution of the Merger Agreement and consummation\nof the Transaction, and (ii) not engage in certain specified transactions and actions during that period. Further, unless the\nMerger Agreement is validly terminated, Iridium is required to hold a meeting of its stockholders to vote upon the adoption of\nthe Merger Agreement and the Transaction in accordance with the terms of the Merger Agreement.\n\n \n\nCommencing\nupon the execution of the Merger Agreement, Iridium will be subject to customary “no-shop” restrictions and is not\npermitted to, subject to certain exceptions set forth in the Merger Agreement,\n(i) solicit, initiate or take any action to knowingly facilitate or encourage any alternative acquisition proposal or (ii) participate\nin any discussions or negotiations with, furnish any material nonpublic information relating to Iridium to, or otherwise knowingly\ncooperate with, any third party, relating to any alternative acquisition proposal. In addition, Iridium has agreed that, subject\nto limited exceptions set forth in the Merger Agreement, the Iridium board of directors will not withdraw its recommendation to\nits stockholders to vote in favor of the adoption of the Merger Agreement and the Transaction.\n\n \n\n*Conditions\nto the Mergers*\n\n \n\nThe\nclosing of the Transaction is subject to customary conditions set forth in the Merger Agreement, including (i) the adoption of\nthe Merger Agreement and the Transaction by the affirmative vote of the holders of a majority of the outstanding Iridium Common\nStock; (ii) the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act\nof 1976 and consent of the U.S. Federal Communications Commission to the transfer of control of certain telecommunication authorizations\nheld by Iridium; (iii) receipt of clearances or approvals under other specified foreign investment and satellite and telecommunications\nlaws; (iv) the absence of any order or law issued, enforced or enacted by a governmental authority in certain specified jurisdictions\nthat prevents, makes illegal or enjoins the consummation of the Mergers; (v) there having not occurred a Company Material Adverse\nEffect or a Parent Material Adverse Effect, each as defined in the Merger Agreement; and\n(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\nIridium or Rocket Lab may terminate the Merger Agreement in customary circumstances including, among others (i) the Transaction\nhas not been completed on or before June 28, 2027, which date may be extended to September 28, 2027 and December 28, 2027, as\napplicable, pursuant to the terms of the Merger Agreement; (ii) a final order or law issued, enforced or enacted, by a governmental\nauthority in certain specified jurisdictions permanently prevents, makes illegal or enjoins the consummation of the Mergers; or\n(iii) Iridium’s stockholders fail to adopt the Merger Agreement and the Transaction. Iridium may terminate the Merger Agreement\nunder certain additional circumstances, including to allow Iridium to enter into a definitive agreement for an alternative acquisition\nproposal that constitutes a Superior Proposal (as defined in the Merger Agreement) subject to the terms of the Merger Agreement.\nRocket Lab may terminate the Merger Agreement under certain additional circumstances, including if Iridium’s board of directors\nwithdraws its recommendation to Iridium’s stockholders to vote in favor of the adoption of the Merger Agreement and the\nTransaction or if Iridium materially and intentionally breaches the “no-shop”\nrestrictions in the Merger Agreement.\n\n \n\nThe\nMerger Agreement provides for the payment of a termination fee of $223.62 million by Iridium to Rocket Lab upon termination of\nthe Merger Agreement under specified circumstances, including if the Merger Agreement is terminated (i) by Iridium to enter into\na definitive agreement for an alternative acquisition proposal that constitutes a Superior Proposal or (ii) by Rocket Lab because\nIridium’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 because Iridium materially and intentionally breaches the “no-shop”\nrestrictions in the Merger Agreement. The termination fee is also payable by Iridium to Rocket Lab if the Merger Agreement\nis terminated in specified circumstances and Iridium either consummates an alternative acquisition transaction or enters into\na definitive agreement providing for an alternative acquisition transaction within one year of such termination.\n\n \n\n*Financing*\n\n \n\nIn\nconnection with the Merger Agreement, Rocket Lab entered into a commitment letter, as well as related fee letters with Deutsche\nBank Securities Inc., Wells Fargo Bank, National Association and Wells Fargo Securities, LLC and Deutsche Bank AG New York Branch,\npursuant to which Deutsche Bank AG New York Branch and Wells Fargo Bank, National Association have committed to provide, subject\nto the terms and conditions thereof, a 364-day senior secured bridge term loan facility in an aggregate principal amount of $3,600.0\nmillion.\n\n \n\n*Cautionary\nConsiderations*\n\n \n\nThe\nforegoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the full text\nof the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated by reference herein. The Merger Agreement\nhas been attached to provide investors with information regarding its terms. It is not intended to provide any factual information\nabout Rocket Lab or Iridium. In particular, the assertions embodied in the representations and warranties contained in the Merger\nAgreement are modified or qualified by information in confidential disclosure schedules, which disclosures are not reflected in\nthe Merger Agreement but instead are provided by each of Rocket Lab and Iridium to the other in connection with the signing of\nthe Merger Agreement or in filings of the parties with the Securities\nand Exchange Commission (the “SEC”). These confidential disclosure schedules\ncontain 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\nof allocating risk between Rocket Lab and Iridium rather than establishing matters as facts and were made only as of the date\nof the Merger Agreement (or such other date or dates as may be specified in the Merger Agreement) and are solely for the benefit\nof the parties to the Merger Agreement. Accordingly, the representations and warranties in the Merger Agreement should not be\nrelied on as characterization of the actual state of facts about Rocket Lab or Iridium, may no longer be true as of a given date\nand may apply standards of materiality in a way that is different from what may be viewed as material to the business of Rocket\nLab or Iridium. Moreover, information concerning the subject matter of the representations and warranties may change after the\ndate of the Merger Agreement, which subsequent information may or may not be fully reflected in Rocket Lab’s or Iridium’s\npublic disclosures.\n\n \n\n \n\n \n\n \n\nSupport\nAgreement\n\n \n\nIn\nconnection with the Merger Agreement, on June 28, 2026, each of Iridium’s directors, in their capacity as stockholders of\nIridium, entered into a Support Agreement with Rocket Lab (the “Iridium Support Agreement”) pursuant to which each\nsuch stockholder agreed, during the term of the Iridium Support Agreement, to vote the Iridium Common Stock owned by such director\n(i) in favor of adoption of the Merger Agreement, including the Transaction, (ii) against any alternative acquisition proposal,\nand (iii) against any other action or agreement that is intended, or would reasonably be expected, to materially impede, interfere\nwith or delay the Transaction or the other transactions contemplated by the Merger Agreement. The stockholders subject to the\nIridium Support Agreement beneficially own in the aggregate approximately 1.6% of the outstanding shares of Iridium Common Stock\nas of June 24, 2026. The Iridium Support Agreement terminates upon the earliest to occur of (i) the termination of the Merger\nAgreement in accordance with its terms, (ii) the First Effective Time, (iii) the effectiveness of any amendment to the Merger\nAgreement 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 withdrawing its recommendation to Iridium’s stockholders\nto vote in favor of the adoption of the Merger Agreement.\n\n \n\nThe\nforegoing description of the Iridium Support Agreement does not purport to be complete and is qualified in its entirety by the\nfull text of the Iridium Support Agreement. A form of the Iridium Support Agreement is filed as Exhibit 10.1 hereto and is incorporated\nby reference herein. The Iridium Support Agreement has been attached to provide investors with information regarding its terms.\nIt is not intended to provide any other factual information about the stockholders party thereto. Moreover, the representations\nand warranties in the Iridium Support Agreement were used for the purpose of allocating risk among the parties rather than establishing\nmatters of fact. Accordingly, the representations and warranties in the Iridium Support Agreement should not be relied on as characterization\nof the actual state of facts about the stockholders party thereto.\n\n \n\nThe\nMerger Agreement and the Iridium Support Agreement should not be read alone but should instead be read in conjunction with the\nother information regarding the Merger Agreement, the Iridium Support Agreement, the Transaction, Rocket Lab, Iridium, Merger\nSub I, Merger Sub II, their respective affiliates and their respective businesses, that will be contained in, or incorporated\nby reference into, the proxy statement/prospectus that Rocket Lab and Iridium will file, as well as in the Annual Reports on Form\n10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings that Rocket Lab and Iridium will make with\nthe SEC."}