RKLB 8-K: Smart Summary

On June 28, 2026, Rocket Lab Corporation entered into an Agreement and Plan of Merger to acquire Iridium Communications Inc. in a two-step merger transaction, with each Iridium share to receive $27.00 in cash plus Rocket Lab common stock at a collar-based exchange ratio, structured to generally qualify as a tax-free reorganization for U.S. federal income tax purposes subject to meeting an equity threshold condition.

• Agreement and Plan of Merger — Rocket Lab Corporation (Parent), Iridium Communications Inc. (Company), Ion Merger Sub I, Inc. (Merger Sub I), and Ion Merger Sub II, LLC (Merger Sub II); dated June 28, 2026; Merger Sub I merges into Iridium (First Merger) with Iridium surviving as an indirect wholly owned subsidiary of Rocket Lab, followed immediately by Iridium merging into Merger Sub II (Subsequent Merger); intended to qualify as a tax-free reorganization under Section 368(a) of the Code provided the Stock Consideration constitutes at least 40% of total Merger Consideration value (Equity Threshold Condition); subject to customary no-shop restrictions on Iridium; Iridium required to hold a stockholder vote to adopt the Merger Agreement; transaction terminable by either party if not completed by June 28, 2027, extendable to September 28, 2027 and December 28, 2027
• Support Agreement (Iridium Support Agreement) — Rocket Lab Corporation and each of Iridium's directors in their capacity as stockholders of Iridium; dated June 28, 2026; each director agreed to vote Iridium shares (i) in favor of adoption of the Merger Agreement and Transaction, (ii) against any alternative acquisition proposal, and (iii) against any action that would materially impede, interfere with, or delay the Transaction; stockholders subject to the agreement beneficially own in the aggregate approximately 1.6% of outstanding Iridium Common Stock as of June 24, 2026; terminates upon earliest of: termination of Merger Agreement, First Effective Time, effectiveness of any amendment decreasing Merger Consideration or materially adverse to Iridium stockholders, written agreement of Rocket Lab and applicable stockholder, or Iridium board withdrawal of recommendation
• Debt Commitment Letter and Fee Letters — Rocket Lab Corporation with Deutsche Bank Securities Inc., Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, and Deutsche Bank AG New York Branch; dated in connection with Merger Agreement execution; Deutsche Bank AG New York Branch and Wells Fargo Bank, National Association committed to provide a 364-day senior secured bridge term loan facility in an aggregate principal amount of $3.6B, subject to terms and conditions thereof

• Iridium Stockholder Approval — Affirmative vote of holders of a majority of outstanding Iridium Common Stock required to adopt the Merger Agreement and the Transaction
• HSR Act Antitrust Clearance — Expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
• FCC Consent — Consent of the U.S. Federal Communications Commission to the transfer of control of certain telecommunication authorizations held by Iridium
• Foreign Investment and Satellite/Telecommunications Law Approvals — Receipt of clearances or approvals under other specified foreign investment and satellite and telecommunications laws
• Absence of Legal Restraint — No order or law issued, enforced, or enacted by a governmental authority in certain specified jurisdictions that prevents, makes illegal, or enjoins consummation of the Mergers
• No Material Adverse Effect — Absence of a Company Material Adverse Effect or a Parent Material Adverse Effect, each as defined in the Merger Agreement
• Form S-4 Registration Statement — Effectiveness of a registration statement on Form S-4 with respect to shares of Rocket Lab Common Stock to be issued in the Transaction and approval of such shares for listing on the Nasdaq Global Select Market
• Equity Threshold Condition (Tax Treatment) — For the Transaction to qualify as a tax-free reorganization, value of Rocket Lab Common Shares received by Iridium stockholders must constitute at least 40% of total Merger Consideration value; if condition not met, Subsequent Merger will not occur and Transaction will not qualify as a tax-free reorganization

• Cash Consideration per share — $27.00 in cash per share of Iridium Common Stock (par value $0.001 per share)
• Stock Consideration / Exchange Ratio — (i) if Rocket Lab Common Stock Price ≤ $67.50, Exchange Ratio = 0.4000; (ii) if Rocket Lab Common Stock Price > $67.50 but < $112.50, Exchange Ratio = $27.00 divided by Rocket Lab Common Stock Price (rounded to four decimal places); (iii) if Rocket Lab Common Stock Price ≥ $112.50, Exchange Ratio = 0.2400; Rocket Lab Common Stock Price defined as the volume weighted average price per share on Nasdaq for the ten consecutive trading days ending on and including the second full trading day prior to the First Effective Time
• Equity Award Exchange Ratio — Sum of (a) Cash Consideration divided by Rocket Lab Common Stock Price (rounded to four decimal places) plus (b) the Exchange Ratio; applied to convert Iridium RSUs and PSUs into Assumed RSU Awards covering Rocket Lab Common Stock (rounded down to nearest whole share); PSUs calculated as if all performance-based vesting conditions satisfied at target
• Treatment of Iridium Options and CSARs — Each outstanding Iridium Stock Option and CSAR fully vested, canceled, and converted into right to receive Merger Consideration in respect of each Net Share covered, net of exercise price or strike price, less applicable withholdings; CSAR consideration paid solely in cash with stock portion converted to cash based on Rocket Lab Common Stock Price; options/CSARs with exercise/strike price equal to or exceeding Per Share Cash Equivalent Consideration canceled for no consideration
• Assumed RSU vesting acceleration — Assumed RSU Awards vest in full upon termination of employment without cause within 12 months following the First Effective Time
• Bridge Financing — 364-day senior secured bridge term loan facility in an aggregate principal amount of $3.6B committed by Deutsche Bank AG New York Branch and Wells Fargo Bank, National Association
• Termination Fee — $223.6M payable by Iridium to Rocket Lab upon termination under specified circumstances, including: Iridium terminating to enter into a Superior Proposal agreement; Rocket Lab terminating due to Iridium board withdrawal of recommendation or Iridium's material and intentional breach of no-shop restrictions; also payable if Merger Agreement is terminated in specified circumstances and Iridium consummates or enters into a definitive agreement for an alternative acquisition transaction within one year of such termination

• Rocket Lab will acquire all outstanding shares of Iridium common stock for $54.00 per share, consisting of $27.00 in cash and a number of shares of Rocket Lab common stock calculated pursuant to an exchange ratio subject to a collar banded from $67.50 to $112.50.
• The transaction implies an enterprise value for Iridium of approximately $8B.
• The transaction has been unanimously approved by the boards of directors of both Iridium and Rocket Lab; each director of Iridium holding shares of Iridium common stock has entered into a voting agreement to support the transaction.
• Transaction completion is expected in mid-2027, subject to customary closing conditions including approval of Iridium stockholders and required regulatory approvals.
• Rocket Lab has received commitments for a $3.6B 364-day senior secured bridge term loan facility from Deutsche Bank and Wells Fargo; Rocket Lab intends to fund the cash component through a combination of cash from its balance sheet and other debt and equity financing sources.
• In 2025, Iridium reported revenue of $871.7M, Operational EBITDA (OEBITDA) of $495M, and a 57% OEBITDA margin, based on Iridium's publicly reported 2025 results.
• Iridium operates 66 satellites plus 14 on-orbit spares (as of March 31, 2026), supports more than 2.55 million active subscribers worldwide, and has a 500-plus partner ecosystem.
• Iridium's globally-coordinated L-band spectrum and LEO satellite network provide pole-to-pole global coverage for voice, data, and PNT services across government, defense, aviation, maritime, and commercial markets.
• The combined entity is expected to eliminate third-party launch costs for constellation deployment and replenishment, capture launch margin internally, and accelerate development of next-generation services including direct-to-device (D2D/Iridium NTN Direct), IoT, PNT, and defense capabilities.
• Advisors: Deutsche Bank Securities (lead financial advisor to Rocket Lab), Wells Fargo and PJT Partners (financial advisors to Rocket Lab), Wilson Sonsini Goodrich & Rosati P.C. (legal counsel to Rocket Lab), Goodwin Procter LLP (financing counsel to Rocket Lab), DLA Piper LLP (regulatory counsel to Rocket Lab); Evercore (exclusive financial advisor to Iridium), Davis Polk & Wardwell LLP (legal counsel to Iridium), Wilkinson Barker Knauer LLP (regulatory counsel to Iridium), Joele Frank, Wilkinson Brimmer Katcher (strategic communications advisor to Iridium).
• Rocket Lab will file a Registration Statement on Form S-4 with the SEC that includes a proxy statement/prospectus to be sent to Iridium stockholders seeking approval of certain transaction-related proposals.