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Form 8-K

sec.gov

8-K — Iridium Communications Inc.

Accession: 0000950103-26-014464

Filed: 2026-09-24

Period: 2026-09-24

CIK: 0001418819

SIC: 4899 (COMMUNICATION SERVICES, NEC)

Item: Submission of Matters to a Vote of Security Holders

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — dp253851_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (dp253851_ex9901.htm)

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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

September 24, 2026

(Date of earliest event reported)

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 Number)

1676 International Drive, Suite 1100, McLean, Virginia 22102

(Address of principal executive offices)

(Zip Code)

(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:

☐ 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

the 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 5.07 Submission of Matters to a Vote of Security Holders.

On September 24, 2026, Iridium Communications Inc., a Delaware corporation

(the “Company” or “Iridium”), convened a special meeting of stockholders (the “Special Meeting”) to

consider and vote upon certain proposals related to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of

June 28, 2026, by and among Iridium, Rocket Lab Corporation, a Delaware corporation (“Parent”), Ion Merger Sub I, Inc., a

Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub I”), and Ion Merger Sub II, LLC, a Delaware

limited liability company and an indirect wholly owned subsidiary of Parent (“Merger Sub II”). Pursuant to the Merger Agreement,

and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub I will merge with and into Iridium (the “First

Merger”) with Iridium continuing as the surviving corporation and an indirect wholly owned

subsidiary of Parent and, subject to certain specified conditions provided in the Merger Agreement being satisfied, immediately following

the First Merger, the surviving corporation in the First Merger will merge with and into Merger Sub II, with Merger Sub II continuing

as the surviving entity (the “Subsequent Merger” and together with the First Merger, the “Mergers”).

As of the close of business on August 21,

2026, the record date for the Special Meeting (the “Record Date”), there were 105,981,552 shares of Iridium’s common

stock, par value $0.001 per share (“Iridium common stock”), issued and outstanding. At the Special Meeting, the holders of

86,248,382 shares of Iridium common stock were present or represented by proxy, representing approximately 81.38% of the total outstanding

shares of Iridium common stock as of the Record Date, which constituted a quorum.

At the Special Meeting, the following proposals

were voted upon (each of which is described in greater detail in the definitive proxy statement filed by Iridium with the Securities and

Exchange Commission (“SEC”) on August 26, 2026 (the “Proxy Statement”)): (i) to adopt the Merger Agreement (“Proposal

1”) and (ii) to approve, on an advisory (non-binding) basis, the golden parachute compensation payments that may be paid or become

payable by Iridium to its named executive officers in connection with the Mergers (“Proposal 2”).

For each proposal, each holder of Iridium

common stock was entitled to one vote for each outstanding share of Iridium common stock owned on the Record Date. Each proposal was approved

by the requisite vote of Iridium’s stockholders. Because Proposal 1 was approved, a vote on the adjournment proposal described in

the Proxy Statement was deemed not necessary and was not presented at the Special Meeting. A summary of the voting results for each proposal

is set forth below.

Proposal 1

The Company’s stockholders approved

Proposal 1.

For

Against

Abstained

Broker Non-Votes

85,862,105

318,415

67,862

0

Proposal 2

The Company’s stockholders approved

Proposal 2.

For

Against

Abstained

Broker Non-Votes

74,461,703

10,948,729

837,950

0

The Mergers are expected to close in mid-2027, subject to the satisfaction

of remaining closing conditions, including required regulatory approvals.

Item 8.01 Other Events.

On September 24, 2026, Iridium and Rocket Lab issued a joint press

release announcing the results of the Special Meeting. A copy of the press release is filed as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

99.1

Joint Press Release, dated September 24, 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

Cautionary Note Regarding Forward-Looking

Statements

This communication contains “forward-looking statements”

within the meaning of the federal securities laws. These forward-looking statements are based on Rocket Lab’s and Iridium’s

current expectations, estimates and projections about the proposed transaction and the potential benefits thereof, their respective businesses

and industries, management’s beliefs and certain assumptions made by Rocket Lab and Iridium, all of which are subject to change.

In this context, forward-looking statements often address expected future events, including future business and financial performance

and financial condition. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of

which are beyond our control, and are not guarantees of future results, such as statements about the consummation of the proposed transaction

and the anticipated benefits thereof, expectations regarding regulatory approvals, and intentions with respect to financing the transaction.

These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions

that could cause actual results to differ materially from those expressed or implied in any forward-looking statements. Accordingly, there

are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore,

you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Important

risk factors that may cause such a difference include, but are not limited to: (i) the completion of the proposed transaction on anticipated

terms and timing, or at all, including obtaining regulatory approvals and satisfying other conditions to the completion of the transaction;

(ii) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (iii)

failure to realize the anticipated benefits of the proposed transaction on a timely basis or at all, including anticipated tax treatment,

unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, the integration of the businesses of Rocket Lab and

Iridium, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies

for the management, expansion and growth of Rocket Lab’s and Iridium’s businesses; (iv) Rocket Lab’s and Iridium’s

ability to implement their business strategies; (v) potential litigation relating to the proposed transaction that could be instituted

against Rocket Lab, Iridium or their respective directors, managers, or officers, including the effects of any outcomes related thereto;

(vi) the risk that disruptions from the proposed transaction will harm Rocket Lab’s or Iridium’s businesses, including current

plans and operations, or will otherwise divert management time from ongoing business operations on transaction-related issues; (vii) the

ability of Rocket Lab or Iridium to retain and hire key personnel; (viii) potential adverse reactions or changes to business relationships

resulting from the announcement or completion of the proposed transaction; (ix) fluctuations in, and uncertainty as to the long-term value

of, Rocket Lab or Iridium common stock (including as relating to the risk that any announcements related to the proposed transaction could

have adverse effects on the market price of such stock); (x) legislative, regulatory and economic developments affecting Rocket Lab’s

and Iridium’s businesses, including actions by government agencies and third parties; (xi) general economic and market developments

and conditions, potential changes to international trade relations, geopolitical conflicts and effects from global pandemics, epidemics,

or other public health crises; (xii) the evolving legal, regulatory and tax regimes under which Rocket Lab and Iridium operate; (xiii)

restrictions during the pendency of the proposed transaction that may impact Rocket Lab’s or Iridium’s ability to pursue certain

business opportunities or strategic transactions; (xiv) unexpected costs, charges or expenses resulting from the proposed transaction;

(xv) risks that any debt or other financing anticipated in connection with the proposed transaction is not obtained or that such financing

cannot be obtained on the anticipated timing or terms or unexpected costs or expenses in connection therewith; and (xvi) the other risks

and uncertainties, as described in the periodic reports that Rocket Lab and Iridium file with the SEC. These risks, as well as other risks

associated with the proposed transaction, are more fully discussed in the definitive proxy statement/final prospectus filed with the SEC

on August 26, 2026 in connection with the proposed transaction. Neither Rocket Lab nor Iridium assumes any obligation to publicly provide

revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should

circumstances change, except as otherwise required by securities and other applicable laws. Forward-looking statements included in this

communication are made as of the date of this communication.

SIGNATURES

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:  September 24, 2026

By:

/s/ Kathleen A. Morgan

Kathleen A. Morgan

Chief Legal Officer and Corporate Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: dp253851_ex9901.htm · Sequence: 2

Exhibit 99.1

Iridium Stockholders

Approve Acquisition by Rocket Lab

Stockholder approval

marks important milestone toward completion of transaction

MCLEAN, Va., and LONG BEACH, Calif.,

September 24, 2026 – Iridium Communications Inc. (Nasdaq: IRDM) (“Iridium”

or the “Company”), a leading provider of global voice, data, aircraft surveillance, and positioning, navigation, and timing

(PNT) satellite services, and Rocket Lab Corporation (Nasdaq: RKLB) (“Rocket Lab”),

a global leader in launch and space systems, today announced that Iridium stockholders have adopted the previously announced Agreement

and Plan of Merger under which Rocket Lab will acquire Iridium.

Based on the results of the special

meeting of Iridium stockholders held today, approximately 99.6% of the votes cast were voted in favor of the transaction, representing

approximately 81.0% of Iridium’s outstanding shares of common stock entitled to vote. Complete voting results will be reported

in a Current Report on Form 8-K to be filed by Iridium with the U.S. Securities and Exchange Commission.

“We appreciate the strong support

of our stockholders for this transaction and the bright future we are building with Rocket Lab,” said Matt Desch, CEO, Iridium.

“Today’s vote is an important milestone toward bringing together two companies with complementary capabilities, a shared

commitment to innovation, and deep experience supporting some of the world’s most critical missions. We look forward to completing

the transaction and entering this exciting next chapter with Rocket Lab.”

“Today’s vote is an important

milestone in bringing together Rocket Lab and Iridium to create a next generation space powerhouse,” said Sir Peter Beck, Rocket

Lab Founder and CEO. “We’re grateful to have the strong support of Iridium’s shareholders in this important step, bringing

us closer to combining Iridium’s trusted global network, spectrum and decades of operating experience with Rocket Lab’s extensive

launch and space systems capabilities to unlock a new era of space applications. We’re excited about what we can build together

for customers, governments and millions of people around the world once the transaction closes.”

Under the terms of the transaction,

Iridium stockholders will receive $27.00 in cash and a number of shares of Rocket Lab common stock calculated pursuant to an exchange

ratio, subject to a collar, for each share of Iridium common stock outstanding at closing. The transaction has a notional value of $54.00

per share of Iridium common stock.

The transaction is expected to be completed

by mid-2027, subject to the remaining required regulatory approvals and the satisfaction of other customary closing conditions.

For more information about Iridium visit

www.iridium.com

For more information about Rocket Lab

visit www.rocketlabcorp.com

About Iridium Communications Inc.

Iridium Communications Inc. (Nasdaq:

IRDM) operates the world's only truly global mobile satellite network. It serves as a platform for innovation, enabling voice, data,

and messaging, positioning, navigation, and timing (PNT), and aircraft surveillance services anywhere on Earth. Through its satellite

constellation and integrated capabilities like Aireon, the world's only space-based air traffic surveillance system, Iridium delivers

services that support safety-focused operations across aviation, maritime, government, industrial, and consumer markets. The company

is a leader in satellite Internet of Things (IoT) connectivity and is advancing direct-to-device (D2D) communications based on open standards

to expand access to satellite services.

Headquartered in McLean, Virginia, Iridium

innovates through an ecosystem of more than 500 technology and distribution partners, serving millions of customers worldwide. For more

information visit www.iridium.com.

About Rocket

Lab

Rocket Lab is a

leading space company that provides launch services, spacecraft, payloads and satellite components serving commercial, government, and

national security markets. Rocket Lab’s Electron rocket is the world’s most frequently launched orbital small rocket; its

HASTE rocket provides hypersonic test launch capability for the U.S. government and allied nations; and its Neutron launch vehicle in

development will unlock medium launch for constellation deployment, national security and exploration missions. Rocket Lab’s spacecraft

and satellite components have enabled more than 1,700 missions spanning commercial, defense and national security missions including

GPS, constellations, and exploration missions to the Moon, Mars, and Venus. Rocket Lab is a publicly listed company on the Nasdaq stock

exchange (RKLB). Learn more at www.rocketlabcorp.com.

Cautionary Note Regarding

Forward-Looking Statements

This communication contains

“forward-looking statements” within the meaning of the federal securities laws. These forward-looking statements are based

on Rocket Lab’s and Iridium’s current expectations, estimates and projections about the proposed transaction and the potential

benefits thereof, their respective businesses and industries, management’s beliefs and certain assumptions made by Rocket Lab and

Iridium, all of which are subject to change. In this context, forward-looking statements often address expected future events, including

future business and financial performance and financial condition. All forward-looking statements by their nature address matters that

involve risks and uncertainties, many of which are beyond our control, and are not guarantees of future results, such as statements about

the consummation of the proposed transaction and the anticipated benefits thereof, expectations regarding regulatory approvals, and intentions

with respect to financing the transaction. These and other forward-looking statements are not guarantees of future results and are subject

to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed or implied in any forward-looking

statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated

in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying

on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion

of the proposed transaction on anticipated terms and timing, or at all, including obtaining regulatory approvals and satisfying other

conditions to the completion of the transaction; (ii) the occurrence of any event, change or other circumstances that could give rise

to the termination of the merger agreement; (iii) failure to realize the anticipated benefits of the proposed transaction on a timely

basis or at all, including anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings,

the integration of the businesses of Rocket Lab and Iridium, synergies, economic performance, indebtedness, financial condition, losses,

future prospects, business and management strategies for the management, expansion and growth of Rocket Lab’s and Iridium’s

businesses; (iv) Rocket Lab’s and Iridium’s ability to implement their business strategies; (v) potential litigation relating

to the proposed transaction that could be instituted against Rocket Lab, Iridium or their respective directors, managers, or officers,

including the effects of any outcomes related thereto; (vi) the risk that disruptions from the proposed transaction will harm Rocket

Lab’s or Iridium’s businesses, including current plans and operations, or will otherwise divert management time from ongoing

business operations on transaction-related issues; (vii) the ability of Rocket Lab or Iridium to retain and hire key personnel; (viii)

potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction;

(ix) fluctuations in, and uncertainty as to the long-term value of, Rocket Lab or Iridium common stock (including as relating to the

risk that any announcements related to the proposed transaction could have adverse effects on the market price of such stock); (x) legislative,

regulatory and economic developments affecting Rocket Lab’s and Iridium’s businesses, including actions by government agencies

and third parties; (xi) general economic and market developments and conditions, potential changes to international trade relations,

geopolitical conflicts and effects from global pandemics, epidemics, or other public health crises; (xii) the evolving legal, regulatory

and tax regimes under which Rocket Lab and Iridium operate; (xiii) restrictions during the pendency of the proposed transaction that

may impact Rocket Lab’s or Iridium’s ability to pursue certain business opportunities or strategic transactions; (xiv) unexpected

costs, charges or expenses resulting from the proposed transaction; (xv) risks that any debt or other financing anticipated in connection

with the proposed transaction is not obtained or that such financing cannot be obtained on the anticipated timing or terms or unexpected

costs or expenses in connection therewith; and (xvi) the other risks and uncertainties, as described in the periodic reports that Rocket

Lab and Iridium file with the U.S. Securities and Exchange Commission (“SEC”).

These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the definitive proxy statement/final

prospectus filed with the SEC on August 26, 2026 in connection with the proposed transaction. Neither Rocket Lab nor Iridium assumes

any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future

developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Forward-looking

statements included in this communication are made as of the date of this communication.

Contacts

Iridium

Media

Jordan Hassin

Media@iridium.com

+1 (703) 287-7421

Rocket Lab

Media

Morgan Connaughton

Media@rocketlabusa.com

Investor

Relations

Kenneth Levy

Ken.Levy@iridium.com

+1 (703) 287-7570

Investor Relations

Patrick

Vorenkamp

Investors@rocketlabusa.com

###

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- Definition

Name of the Exchange on which a security is registered.

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

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-Subsection d1-1

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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 soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

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

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

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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

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