Iridium Communications Inc. filed a Form 8-K on September 18, 2026, disclosing three stockholder lawsuits and voluntarily supplementing its proxy statement related to a planned merger with Rocket Lab Corporation.

Key Highlights

  • Merger agreement: Iridium entered an Agreement and Plan of Merger dated June 28, 2026, with Rocket Lab Corporation and two indirect subsidiaries of Rocket Lab.
  • Special Meeting scheduled: Iridium stockholders of record as of August 21, 2026 are eligible to vote at a Special Meeting set for September 24, 2026 at 8:30 a.m. Eastern Time.
  • Expected closing: Iridium disclosed it expects to complete the mergers in mid-2027, subject to remaining conditions including stockholder approval.
  • Three lawsuits filed: As of the filing date, three suits were filed in the Supreme Court of the State of New York (Index No. 655039/2026; Index No. 655037/2026; and Index No. 626928/2026), alleging disclosure deficiencies in the proxy statement.
  • Merger consideration: The implied value of the merger consideration is $54.00 per share of Iridium Common Stock, according to the supplemental disclosures.
  • LTM Adjusted OEBITDA: Evercore applied a TEV/LTM Adjusted EBITDA multiple reference range of 10.0x to 14.0x to Iridium's estimated LTM Adjusted OEBITDA of approximately $527 million as of June 30, 2026.
  • Implied equity value range: The selected precedent transactions analysis indicated a range of implied equity values per share of $28.69 to $47.77.

Iridium Voluntarily Supplements Proxy Statement to Address Merger-Related Litigation

Iridium Communications Inc. (NASDAQ:IRDM) filed this Form 8-K on September 18, 2026, disclosing litigation and supplementing its August 26, 2026 definitive proxy statement in connection with a merger agreement signed June 28, 2026. Under that agreement, Rocket Lab Corporation would acquire Iridium through a two-step merger process: first, Ion Merger Sub I, Inc. would merge with and into Iridium, with Iridium surviving as an indirect wholly owned subsidiary of Rocket Lab; then, subject to specified conditions, Iridium would merge with and into Ion Merger Sub II, LLC.

According to the filing, three lawsuits were filed in the Supreme Court of the State of New York by purported stockholders against Iridium and members of its board of directors. The suits allege that the proxy statement contains "certain disclosure deficiencies and/or incomplete information regarding the Mergers" and seek additional disclosures and, among other relief, an order enjoining consummation of the merger. The company also disclosed it received demand letters from purported stockholders raising similar allegations. Iridium stated it "believes that the claims asserted in the Matters are without merit" and that the proxy statement disclosures "comply with applicable law, rules and regulations." The filing explicitly states that the voluntary supplemental disclosures do not constitute "an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein."

The supplemental disclosures provide additional detail from Evercore's financial analyses. For the selected precedent transactions analysis, Evercore applied a TEV/LTM Adjusted EBITDA multiple reference range of 10.0x to 14.0x to Iridium's estimated LTM Adjusted OEBITDA of approximately $527 million as of June 30, 2026, and used an estimated net debt of approximately $2,102 million and approximately 110.5 million fully diluted shares as of June 24, 2026. For the discounted cash flow analysis, Evercore applied perpetuity growth rates of 2.5% to 3.5% to an estimated terminal-year unlevered, after-tax free cash flow of approximately $584 million, discounted using rates of 9.0% to 10.0%.

What Was Disclosed

Iridium disclosed three pending stockholder lawsuits and voluntary proxy statement supplements related to its planned merger with Rocket Lab Corporation, providing additional financial analysis figures from Evercore and reaffirming a Special Meeting date of September 24, 2026.