Rocket Lab Files S-4/A for Proposed Merger with Iridium Communications

Rocket Lab Corp. has filed an amended S-4 registration statement concerning its proposed merger with Iridium Communications Inc. This filing serves as a prospectus for the Rocket Lab shares to be issued and a proxy statement for Iridium stockholders to vote on the transaction.

Transaction Summary:

• Parties: Rocket Lab Corp. (Acquirer) and Iridium Communications Inc. (Target).
• Agreement Date: June 28, 2026.
• Transaction Structure: A multi-step merger where Iridium will become an indirect wholly owned subsidiary of Rocket Lab.

Merger Consideration for Iridium Shareholders: Each share of Iridium Common Stock will be converted into the right to receive:

1. Cash Consideration: $27.00 in cash.
2. Stock Consideration: A number of Rocket Lab shares determined by a variable exchange ratio with a collar mechanism, based on Rocket Lab's stock price:
   • If RKLB price is ≤ $67.50, the exchange ratio is 0.4000.
   • If RKLB price is between $67.50 and $112.50, the exchange ratio is $27.00 divided by the RKLB stock price.
   • If RKLB price is ≥ $112.50, the exchange ratio is 0.2400.

Key Dates:

• Record Date for Vote: August 21, 2026.
• Special Meeting Date: September 24, 2026, for Iridium stockholders to vote on the merger proposal.

Financing: Rocket Lab has secured a commitment for a 364-day senior secured bridge term loan facility of $3.6 billion to help finance the transaction.

This is a significant, high-value transaction that aims to combine Rocket Lab's launch and space systems capabilities with Iridium's established satellite communications constellation and services.