Form 8-K

8-K — Iridium Communications Inc.

Accession: 0001418819-26-000027

Filed: 2026-04-23

Period: 2026-04-23

CIK: 0001418819

SIC: 4899 (COMMUNICATION SERVICES, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — irdm-20260423.htm (Primary)

EX-99.1 (pressreleaseq12026.htm)

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8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________

FORM 8-K

_____________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 23, 2026

_____________________________________________

Iridium Communications Inc.

(Exact name of registrant as specified in its charter)

_____________________________________________

Delaware 001-33963 26-1344998

(State or other jurisdiction

of incorporation) (Commission

File Number) (I.R.S. Employer

Identification No.)

1676 International Drive

Suite 1100

McLean, VA 22102

(Address of principal executive offices)

703-287-7400

(Registrant’s telephone number, including area code)

_____________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading

Symbol(s) Name of each exchange

on which registered

Common Stock, $0.001 par value IRDM The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On April 23, 2026, Iridium Communications Inc. issued a press release announcing its financial results for the first quarter ended March 31, 2026. The text of the press release is included as Exhibit 99.1 to this Form 8-K. Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and herein are deemed to be furnished and shall not be deemed to be filed.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description

99.1

Press release dated April 23, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).*

* Submitted electronically with this Report in accordance with the provisions of Regulation S-T

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

IRIDIUM COMMUNICATIONS INC.

Date: April 23, 2026

By: /s/ Vincent J. O’Neill

Name: Vincent J. O’Neill

Title: Chief Financial Officer

EX-99.1

Filename: pressreleaseq12026.htm · Sequence: 2

Document

FOR RELEASE Thursday, April 23, 2026

Investor Contact: Press Contact:

Kenneth Levy

Iridium Communications Inc.

+1 (703) 287-7570

ken.levy@iridium.com

Jordan Hassin

Iridium Communications Inc.

+1 (703) 287-7421

jordan.hassin@iridium.com

Iridium Announces First Quarter 2026 Results

MCLEAN, Va. – April 23, 2026 – Iridium Communications Inc. (Nasdaq:IRDM) (“Iridium” or the “Company”), a leading provider of global voice, data, and PNT satellite services, today reported financial results for the first quarter of 2026 and reiterated its full-year 2026 outlook.

Iridium reported first quarter total revenue of $219.1 million, which consisted of $158.0 million of service revenue and $61.0 million of revenue related to equipment sales and engineering and support projects. Total revenue increased 2% versus the comparable period of 2025. Service revenue, which primarily represents recurring revenue from Iridium’s growing subscriber base, grew 2% from the year-ago period and was 72% of total revenue for the first quarter of 2026.

“2026 is off to a solid start, as we continue to grow service revenue and introduce new products, like our next-generation IoT platform,” said Matt Desch, CEO, Iridium. “We continue to invest in key areas of differentiation, which offer attractive opportunities for growth, including IoT, PNT, national security missions and aviation safety services.”

Income from Operations

Net income was $21.6 million, or $0.20 per diluted share, for the first quarter of 2026, as compared to net income of $30.4 million, or $0.27 per diluted share, for the first quarter of 2025. Operational EBITDA (“OEBITDA”)(1) for the first quarter was $116.3 million, as compared to $122.1 million for the prior-year period. The year-over-year OEBITDA decline was driven by a $4.2 million increase in accrued expenses related to a change in practice to pay annual incentive compensation entirely in cash rather than a mix of equity and cash, which the Company previewed on its fourth quarter earnings call.

Subscribers

The Company ended the first quarter with 2,555,000 total billable subscribers, up from 2,443,000 for the year-ago period and 2,537,000 for the quarter ended December 31, 2025. Total billable subscribers grew 5% year-over-year, led by growth in commercial IoT.

Business Highlights

Service – Commercial

Commercial service remained the largest part of Iridium’s business, representing 60% of the Company’s total revenue during the first quarter. The Company’s commercial customer base is diverse and includes the aviation, construction, emergency services, forestry, maritime, mining, oil and gas, recreation, and transportation markets, among others. Iridium’s products and services are critical to these customers’ daily operations and integral to their communications and business infrastructure.

•Commercial service revenue was $130.4 million, up 2% from the comparable period last year.

•Commercial voice and data: Revenue was $57.4 million, up 3% from the year-ago period. Subscribers fell 2% from the year-ago period to 399,000. Average revenue per user (“ARPU”) increased to $48 during the first quarter, compared to $45 in last year’s comparable period, driven primarily by price actions implemented during the third quarter of 2025.

•Commercial IoT data: Revenue was $46.0 million, up 5% from the year-ago period. Subscribers grew 7% from the year-ago period to 2,019,000. ARPU was $7.63 in the first quarter, compared to $7.75 in last year’s comparable period.

•Commercial broadband: Revenue was $12.2 million, down 5% from the year-ago period. Subscribers declined 1% from the year-ago period to 16,100. ARPU was $254 during the first quarter, compared to $261 in last year’s comparable period, reflecting the increased prevalence of Iridium’s use in lower-priced companion plans.

•Hosted payload and other data service: Revenue was $14.8 million, down 1% from the year-ago period.

•Iridium’s commercial business ended the quarter with 2,434,000 billable subscribers, which is up from 2,310,000 for the prior-year quarter and compares to 2,416,000 for the quarter ended December 31, 2025. IoT data subscribers represented 83% of billable commercial subscribers at the end of the first quarter, an increase from 82% at the end of the prior-year period.

Service – U.S. Government

Iridium’s voice and data solutions improve situational awareness for military personnel and track critical assets in tough environments around the globe, providing a unique value proposition. Under Iridium’s Enhanced Mobile Satellite Services contract (the “EMSS Contract”), a seven-year, $738.5 million fixed-price airtime contract with the U.S. Space Force signed in September 2019, Iridium provides specified satellite airtime services for an unlimited number of Department of War (formerly Department of Defense) and other federal government subscribers. Iridium also provides maintenance and support work for the U.S. government’s dedicated Iridium® gateway under two other contracts with the U.S. Space Force, the revenue of which is included in engineering and support services revenue. Iridium Certus® airtime services are not included under these contracts and may be procured separately for an additional fee.

•Government service revenue grew 3% to $27.6 million in the first quarter, reflecting contractual rate increases in the EMSS Contract over the prior year.

•Under the terms of the multi-year EMSS Contract, Iridium’s fixed-price rate increased to $110.5 million for the contract year beginning September 15, 2025.

•Iridium’s U.S. government business ended the quarter with 121,000 subscribers, which compares to 133,000 for the prior-year quarter and 121,000 for the quarter ended December 31, 2025. Government voice and data subscribers declined 20% from the year-ago period to 43,000 as of March 31, 2026. Government IoT data subscribers remained relatively flat year-over-year and represented 64% of government subscribers at the end of the first quarter.

Equipment

•Equipment revenue was $20.2 million in the first quarter, down 13% compared to $23.1 million in the prior-year quarter.

•For the full-year 2026, the Company expects equipment sales will be in line with 2025.

Engineering & Support

•Engineering and support revenue was $40.8 million during the first quarter, up 9% compared to $37.5 million in the prior-year quarter, primarily due to increasing activity with the U.S. government.

•For the full-year 2026, the Company expects engineering and support revenue to increase from 2025.

Capital Allocation

Capital expenditures were $30.0 million for the first quarter, including $1.4 million in capitalized interest. The Company ended the first quarter with gross debt of $1.8 billion, and a cash and cash equivalents balance of $111.6 million, for a net debt balance of $1.7 billion. The Company ended the first quarter with net leverage of 3.4 times trailing twelve months OEBITDA.

Iridium paid its first quarter dividend of $0.15 per share of common stock on March 31, 2026, resulting in a total payment of $16.5 million to stockholders. The Company’s Board of Directors has increased the dividend paid per share each year since initiating a dividend in 2023.

2026 and Longer-Term Outlook

The Company reiterated its full-year 2026 outlook and reaffirmed its long-term guidance on cash taxes and net leverage:

•Total service revenue projected to be flat to 2% for full-year 2026. Total service revenue for 2025 was $634.0 million.

•Net income for 2025 was $114.4 million and OEBITDA for 2025 was $495.3 million. In 2026, the Company determined to pay annual incentive compensation entirely in cash, rather than a mix of equity and cash as has been the Company’s prior practice. This change is projected to have a $17 million impact to OEBITDA, resulting in expected full-year 2026 OEBITDA of $480 million to $490 million. Without this change, OEBITDA would have been projected to be in a range of $497 million to $507 million.

•Cash taxes of less than $10 million per year through 2027. The Company’s longer-term cash tax rate is expected to move closer to the statutory rate in 2029.

•Net leverage at or below 3.0 times OEBITDA by the end of 2026 and falling below 2.0 times OEBITDA by the end of the decade. Net leverage was 3.4 times OEBITDA at December 31, 2025.

(1)Non-GAAP Financial Measures & Definitions

In addition to disclosing financial results that are determined in accordance with U.S. GAAP, the Company reports OEBITDA, which is a non-GAAP financial measure, as a supplemental measure to help investors evaluate the Company’s fundamental operational performance. OEBITDA represents earnings before interest, income taxes, depreciation and amortization, gain (loss) on equity method investments, transaction related expenses, and share-based compensation expenses. The Company considers the loss on early extinguishment of debt to be financing-related costs associated with interest expense or amortization of financing fees, which by definition are excluded from OEBITDA. Management believes such charges are incidental to, but not reflective of, the Company’s day-to-day operating performance. OEBITDA does not represent, and should not be considered, an alternative to U.S. GAAP measurements such as net income or loss. In addition, there is no standardized measurement of OEBITDA, and the Company’s calculations thereof may not be comparable to similarly titled measures reported by other companies. The Company believes OEBITDA is a useful measure across time in evaluating its fundamental core operating performance. Management also uses OEBITDA to manage the business, including in preparing its annual operating budget, debt covenant compliance, financial projections and compensation plans. The Company believes that OEBITDA is also useful to investors because similar measures are frequently used by securities analysts, investors and other interested parties in their evaluation of companies in similar industries. As indicated, OEBITDA does not include interest expense on borrowed money, the payment of income taxes, amortization of the Company’s definite-lived intangible assets, or depreciation expense on the Company’s capital assets, which are necessary elements of the Company’s operations. Since OEBITDA does not account for these and other expenses, its utility as a measure of the Company’s operating performance has material limitations. Due to these limitations, the Company’s management does not view OEBITDA in isolation, but also uses other measurements, such as net income, revenues and operating profit, to measure operating performance. Please refer to the schedule below for a reconciliation of consolidated GAAP net income to OEBITDA and Iridium’s Investor Relations webpage at www.iridium.com for a discussion and reconciliation of this and other non-GAAP financial measures. The Company does not provide a forward-looking reconciliation of expected full year 2026 OEBITDA guidance as the amount and significance of certain items such as share-based compensation, transaction related expenses and gain/loss on equity method investments, that are required to develop meaningful comparable GAAP financial measures cannot be estimated at this time without unreasonable efforts.

Iridium Communications Inc.

Supplemental Reconciliation of GAAP Net Income to Operational EBITDA

(In thousands)

Three Months Ended March 31, Year Ended December 31,

2026 2025 2025

GAAP net income $ 21,594 $ 30,412 $ 114,372

Interest expense, net 19,366 21,824 88,252

Income tax expense 8,827 5,819 27,618

Depreciation and amortization 53,741 51,667 210,207

Share-based compensation 11,382 11,748 51,579

Transaction related expenses(1)

699 — 479

Loss on equity method investments

732 648 2,823

Operational EBITDA $ 116,341 $ 122,118 $ 495,330

(1) Represents direct costs incurred in connection with the evaluation, negotiation, consummation, financing and integration of strategic transactions, including, acquisitions, divestitures and investments, whether or not actually completed. These costs generally include legal and advisory fees, severance and other related costs.

Conference Call Information

As previously announced, the Company will host a conference call to discuss its results at 8:30 a.m. Eastern Time on Thursday, April 23, 2026. Callers should dial 1-412-902-6740 to access the call. The conference call will also be simultaneously webcast on Iridium’s Investor Relations webpage at www.iridium.com. An archive of the webcast will be available following the live conference call.

About Iridium Communications Inc.

Iridium Communications Inc. (Nasdaq: IRDM) operates the world’s only truly global mobile satellite network, delivering reliable voice, data, and positioning, navigation and timing (PNT) services anywhere on Earth. Iridium supports safety- and mission-critical operations for diverse markets such as aviation, maritime, government, emergency services, critical infrastructure, autonomous systems, and remote monitoring applications, where connectivity is essential.

Headquartered in McLean, Va., Iridium provides its products and services through an ecosystem of 500-plus partner companies around the world. For more information, visit www.iridium.com.

Forward-Looking Statements

Statements in this press release that are not purely historical facts may constitute forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding Iridium’s strategy and growth opportunities; expectations with respect to total service revenue growth, subscribers, OEBITDA, cash taxes and net leverage for 2026; cash taxes and net leverage over the long term; anticipated equipment sales and engineering and support service revenue for 2026; the payment of dividends, and expected revenue from the EMSS Contract with the U.S. government. Forward-looking statements can be identified by the words “anticipates,” “may,” “can,” “believes,” “expects,” “projects,” “intends,” “likely,” “will,” “to be” and other expressions that are predictions or indicate future events, trends or prospects. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements of Iridium to differ materially from any

future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, uncertainties regarding customer demand for Iridium’s products and services, including demand from the U.S. government; Iridium’s ability to maintain the health, capacity and content of its satellite constellation; the development of and market for Iridium’s products and services; increased competition; changes in trade policy, including tariff rates, as well as general industry and economic conditions; and legal, governmental and technological factors. Other factors that could cause actual results to differ materially from those indicated by the forward-looking statements include those factors listed under the caption “Risk Factors” in the Company’s Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on February 12, 2026, as well as other filings Iridium makes with the SEC from time to time. There is no assurance that Iridium’s expectations will be realized. If one or more of these risks or uncertainties materialize, or if Iridium’s underlying assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Iridium’s forward-looking statements are based on information available to it as of the date of this press release and speak only as of the date of this press release, and Iridium undertakes no obligation to update forward-looking statements, except as required by applicable law.

Iridium Communications Inc.

Condensed Consolidated Statements of Operations

(In thousands)

Three Months Ended March 31,

2026 2025

Revenue

Service revenue

Commercial $ 130,404 $ 127,542

Government 27,625 26,750

Total service revenue 158,029 154,292

Subscriber equipment 20,219 23,121

Engineering and support service 40,809 37,465

Total revenue 219,057 214,878

Operating expenses

Cost of services (exclusive of depreciation and amortization) 49,636 48,787

Cost of subscriber equipment sales 13,014 12,867

Research and development 6,174 5,417

Selling, general and administrative 45,779 35,752

Depreciation and amortization 53,741 51,667

Total operating expenses 168,344 154,490

Operating income 50,713 60,388

Other expense, net

Interest expense, net (19,366) (21,824)

Other expense, net (194) (1,685)

Total other expense, net (19,560) (23,509)

Income before income taxes and loss on equity method investments 31,153 36,879

Income tax expense (8,827) (5,819)

Loss on equity method investments (732) (648)

Net income $ 21,594 $ 30,412

Operational EBITDA $ 116,341 $ 122,118

Iridium Communications Inc.

Summary Revenue and OEBITDA Highlights

(In thousands)

Three Months Ended March 31,

2026 2025 % Change

Revenue

Service revenue(1)

Commercial service revenue

Voice and data $ 57,433 $ 55,942 3 %

IoT data(2)

45,966 43,856 5 %

Broadband(3)

12,222 12,876 -5 %

Hosted payload and other data service(4)

14,783 14,868 -1 %

Total commercial service revenue 130,404 127,542 2 %

Government service revenue(5)

27,625 26,750 3 %

Total service revenue 158,029 154,292 2 %

Subscriber equipment 20,219 23,121 -13 %

Engineering and support(6)

Commercial 1,344 1,638 -18 %

Government 39,465 35,827 10 %

Total engineering and support 40,809 37,465 9 %

Total revenue $ 219,057 $ 214,878 2 %

Operational EBITDA

Operational EBITDA $ 116,341 $ 122,118 -5 %

Other

Capital expenditures(7)

$ 29,955 $ 24,546

Net debt(8)

$ 1,663,077 $ 1,772,281

Cash, cash equivalents and marketable securities $ 111,644 $ 50,899

Revolving Credit Facility

$ — $ 20,000

Term Loan, gross $ 1,774,721 $ 1,803,180

Deferred financing costs (13,537) (16,213)

Term Loan, net $ 1,761,184 $ 1,786,967

(1) Service revenue consists of primarily subscription-based services which often generate a long-term recurring revenue stream from subscribers.

(2) IoT data service provides a two-way short burst data transmission between Iridium’s network and a telemetry unit, which may be located, for example, on a container in transit or a buoy monitoring oceanographic conditions.

(3) Broadband is comprised of Iridium OpenPort® and Iridium Certus.

(4) Hosted payload and other services consist primarily of services that do not have traditional billable subscribers. Hosted payload services consist of hosting and data services to our payload customers, Aireon LLC and L3Harris Technologies, Inc. Other services include primarily Iridium’s one-way satellite timing, location, and authentication services (STL) which provides position, navigation and timing technology.

(5) Government service revenue consists of voice and IoT data subscription-based services provided to agencies of the U.S. government through prime contracts.

(6) Engineering and support includes engineering services for the Space Development Agency contract and to assist commercial customers in developing new technologies for use on Iridium’s satellite system, as well as maintenance services to the U.S. government’s dedicated gateway.

(7) Capital expenditures based on cash spent in the respective period.

(8) Net debt is calculated by taking the gross Term Loan and Revolving Credit Facility amounts, less cash, cash equivalents and marketable securities.

Iridium Communications Inc.

Subscriber Highlights

(In thousands, except ARPU)

As of March 31,

2026 2025 % Change

Billable Subscribers (1) (2)

Commercial

Voice and data, IoT data and Broadband service

Voice and data 399 409 -2 %

IoT data 2,019 1,885 7 %

Broadband (3)

16.1 16.3 -1 %

Total commercial voice and data, IoT data and Broadband service 2,434 2,310 5 %

Government

Voice and data and IoT data service

Voice and data 43 54 -20 %

IoT data 78 79 -1 %

Total government voice and data and IoT data service 121 133 -9 %

Total billable subscribers 2,555 2,443 5 %

Three Months Ended March 31,

2026 2025

Net Billable Subscriber Additions

Commercial

Voice and data. IoT data and Broadband service

Voice and data (3) (6)

IoT data 21 (2)

Broadband — (0.3)

Total commercial voice and data, IoT data and Broadband service 18 (8)

Government

Voice and data and IoT data service

Voice and data — (8)

IoT data — —

Total government voice and data and IoT data service — (8)

Total net billable subscriber additions 18 (16)

Three Months Ended March 31,

2026 2025 % Change

ARPU (2) (4)

Commercial

Voice and data $ 48 $ 45 7 %

IoT data $ 7.63 $ 7.75 -2 %

Broadband $ 254 $ 261 -3 %

(1) Subscribers as of the end of the respective period.

(2) Billable subscriber and average monthly revenue per unit (“ARPU”) data is not applicable for Hosted payload and other data service revenue items and is excluded from presentation above.

(3) Broadband is comprised of Iridium OpenPort® and Iridium Certus.

(4) ARPU is calculated by dividing revenue in the respective period by the average of the number of billable subscribers at the beginning of the period and the number of billable subscribers at the end of the period and then dividing the result by the number of months in the period.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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