Form 8-K

8-K — Rocket Lab Corp

Accession: 0001753926-26-001769

Filed: 2026-09-15

Period: 2026-09-15

CIK: 0001819994

SIC: 3760 (GUIDED MISSILES & SPACE VEHICLES & PARTS)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — g085951_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (g085951_ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: g085951_8k.htm · Sequence: 1

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0001819994

2026-09-15

iso4217:USD

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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): September 15, 2026

ROCKET

LAB CORPORATION

(Exact

name of Registrant as Specified in Its Charter)

Delaware

001-39560

39-2182599

(State or Other Jurisdiction

Incorporation)

(Commission File Number)

(IRS Employer

Identification

No.)

3881

McGowen Street

Long

Beach, California

90808

(Address of Principal Executive

Offices)

(Zip Code)

Registrant’s

Telephone Number, Including Area Code: 714 465-5737

Not

Applicable

(Former

Name or Former Address, if Changed Since Last Report)

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, par value $0.0001 per share

RKLB

Nasdaq Global Select Market

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 ☐

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

7.01. Regulation FD Disclosure.

On September 15, 2026, Rocket Lab Corporation (the “Company” or “Rocket Lab”) issued a press release announcing

certain updates related to the financing of its previously announced pending acquisition of Iridium Communications Inc. (“Iridium”).

A copy of the press release is attached hereto and furnished herewith as Exhibit 99.1.

The

information set forth under this Item 7.01 and Exhibit 99.1 is not being filed for purposes of Section 18 of the Securities Exchange

Act of 1934, as amended (“Exchange Act”), and is not to be incorporated by reference into any filing of the Company under

the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general

incorporation language in any such filing, except as shall be expressly set forth by specific reference in such a filing.

Item

8.01 Other Events.

previously disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission on June 29, 2026, Rocket Lab

entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 28, 2026, with Iridium, Ion Merger

Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Rocket Lab (“Merger Sub I”), and Ion Merger

Sub II, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Rocket Lab (“Merger Sub II”).

Pursuant to the Merger Agreement, subject to the terms and conditions thereof, 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 Rocket Lab, and following

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

the “Transaction”), with Merger Sub II continuing as the surviving entity.

Iridium

Credit Agreement Amendment

Iridium

is a party to that certain Amended and Restated Credit Agreement, dated as of September 20, 2023 (as amended, supplemented or otherwise

modified, the “Existing Iridium Credit Agreement”), among Iridium Holdings LLC, a Delaware limited liability company (“Holdings”),

solely with respect to Section 10.12 thereof, Iridium, Iridium Satellite LLC, a Delaware limited liability company (the “Borrower”),

the Lenders party thereto from time to time and Deutsche Bank AG New York Branch, as the Administrative Agent (the “Administrative

Agent”) and the Collateral Agent.

September 15, 2026, Holdings, Iridium, the Borrower, the Subsidiary Guarantors, the Administrative Agent, the Collateral Agent and the

Lenders on the signature pages thereto (constituting at least the Required Lenders as defined in the Existing Iridium Credit Agreement,

the “Consenting Lenders”) entered into a Consent and Amendment No. 4 (“Consent and Amendment No. 4”) to the Existing

Iridium Credit Agreement (as so amended, the “Amended Iridium Credit Agreement”) to, among other things, (i) provide that

the Transaction will not constitute a Change of Control (as defined in the Amended Iridium Credit Agreement) under the Amended Iridium

Credit Agreement, (ii) provide that the requisite lenders under the Existing Iridium Credit Agreement expressly consent to the Transaction,

(iii) provide for a downstream guarantee of the obligations under the Amended Iridium Credit Agreement by Rocket Lab USA, Inc., the Company’s

primary operating subsidiary, upon the closing of the Transaction, and (iv) make certain other amendments to account for the Transaction,

which other amendments shall only take effect upon the consummation of the Transaction (and subject to the occurrence thereof). The other

amendments, solely from and after the closing of the Transaction (and subject to the occurrence thereof): (i) increase the interest rate

applicable to the term loans outstanding under the Existing Iridium Credit Agreement to a per annum rate of (a) SOFR plus an interest

rate margin that ranges from 2.50% to 3.00% or (b) base rate plus an interest rate margin that ranges from 1.50% to 2.00%, in each case,

based on the Company’s credit ratings, (ii) provide for an exit fee, which applies after the first anniversary of the closing of

the Transaction, in an amount equal to 1.00% of term loans prepaid and (iii) provide for a prepayment premium, applicable only in the

case of a repricing transaction (and in any event, not in the case of a change of control or transformative transaction), in an amount

equal to 1.00% of term loans subject to such repricing transaction.

a result of Consent and Amendment No. 4, the Transaction will not constitute a change of control under the Amended Iridium Credit Agreement

and the term loans outstanding under the Amended Iridium Credit Agreement will be permitted to remain outstanding after closing of the

Transaction.

Termination

of Bridge Debt Commitment

connection with the Merger Agreement and as previously disclosed, on June 28, 2026, Rocket Lab entered into a commitment letter, as well

as related fee letters, with Deutsche Bank Securities Inc., Wells Fargo Bank, National Association, Deutsche Bank AG New York Branch,

and Wells Fargo Securities, LLC, pursuant to which Deutsche Bank AG New York Branch and Wells Fargo Bank, National Association have committed

to provide, subject to the terms and conditions thereof, a 364-day senior secured bridge term loan facility in an aggregate principal

amount of $3.6 billion (the “Bridge Debt Commitment”).

Pursuant

to the terms of the commitment letter, the Bridge Debt Commitment was reduced automatically by a combination of net proceeds received

by Rocket Lab from equity offered under Rocket Lab’s previously announced replacement equity distribution agreement, dated August

13, 2026, with Deutsche Bank Securities Inc., Wells Fargo Securities, LLC, Deutsche Bank AG, London Branch and Wells Fargo Bank, National

Association under which it may offer and sell shares of Rocket Lab’s common stock (the “Shares”) having an aggregate

offering price of up to approximately $1.944 billion from time to time pursuant to an “at the market” program (the “ATM

Program”) and the $1.775 billion of term loans available under the Amended Iridium Credit Agreement upon the consummation of the

Transaction. The Bridge Debt Commitment was formally terminated in full on September 15, 2026 prior to the effectiveness of the Consent

and Amendment No. 4. As of September 15, 2026, Rocket Lab had raised approximately $1.944 billion in gross proceeds, before commissions

and expenses, through the sale of approximately 29.3 million Shares under the ATM Program.

The

net proceeds raised to date under the ATM Program, together with the Amended Iridium Credit Agreement and other available cash and sources

of funding available to Rocket Lab, will be sufficient to pay the anticipated cash payments required in connection with the completion

of the Iridium Acquisition.

Additional

Information and Where to Find It

This

communication is being made in respect of a proposed transaction involving Rocket Lab Corporation (“Rocket Lab”) and Iridium

Communications Inc. (“Iridium”). In connection with the proposed transaction, Rocket Lab has filed with the Securities and

Exchange Commission (the “SEC”) a Registration Statement on Form S-4 that includes the proxy statement of Iridium that also

constitutes a prospectus of Rocket Lab. On August 26, 2026, the Registration Statement was declared effective, Iridium filed the definitive

proxy statement, and Rocket Lab filed the final prospectus. The definitive proxy statement/final prospectus was sent to the stockholders

of Iridium beginning on or about August 26, 2026, seeking their approval of certain transaction-related proposals. This communication

is not a substitute for the definitive proxy statement/final prospectus or any other documents which Rocket Lab or Iridium may file with

the SEC in connection with the proposed transaction.

The

definitive proxy statement/final prospectus and this communication are not offers to sell any securities, are not soliciting an offer

to buy any securities in any state where the offer and sale is not permitted and are not a solicitation of any vote or approval.

ROCKET

LAB AND IRIDIUM URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE RELATED DEFINITIVE PROXY STATEMENT/FINAL

PROSPECTUS INCLUDED THEREIN AND OTHER DOCUMENTS ROCKET LAB AND IRIDIUM FILE WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY

CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors

and security holders can obtain these materials free of charge (when they become available) at the SEC’s website, www.sec.gov.

Copies of documents filed with the SEC by Rocket Lab (when they become available) may be obtained free of charge on Rocket Lab’s

website at https://investors.rocketlabcorp.com/financial-information/sec-filings or by contacting Rocket Lab’s Investor Relations

Department at investors@rocketlabusa.com. Copies of documents filed with the SEC by Iridium (when they become available) may be obtained

free of charge on Iridium’s website at https://investor.iridium.com/sec-filings or by contacting Iridium’s Investor Relations

Department at investor.relations@iridium.com.

Participants

in the Solicitation

Robert

H. Niehaus, Louis M. Alterman, Thomas C. Canfield, Matthew J. Desch, Thomas J. Fitzpatrick, L. Anthony Frazier, Suzanne E. McBride, Eric

T. Olson, Kay N. Sears, Monique S. Shivanandan and Jacqueline E. Yeaney, all of whom are members of Iridium’s board of directors,

and Vincent J. O’Neill, Iridium’s chief financial officer, may be considered participants in Iridium’s solicitation.

Information regarding such participants, including their direct or indirect interests, by security holdings or otherwise, is included

in the definitive proxy statement/final prospectus filed with the SEC on August 26, 2026. Rocket Lab may also be deemed to be a participant

in Iridium’s solicitation; information regarding Rocket Lab is included in the definitive proxy statement/final prospectus filed

with the SEC on August 26, 2026. Copies of these documents may be obtained, free of charge, from the SEC or Iridium as described in the

preceding paragraph.

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

stockholder and 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, including the receipt by Iridium

of an unsolicited proposal from a third party; (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.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

99.1

Press Release of Rocket

Lab Corporation dated September 15, 2026

104

Cover Page Interactive Data File (embedded within the

Inline XBRL document).

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.

ROCKET

LAB CORPORATION

Date:

September

15, 2026

By:

/s/

Adam Spice

Adam

Spice

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: g085951_ex99-1.htm · Sequence: 2

Exhibit

99.1

Rocket

Lab Fully Funds Iridium Acquisition, Including Completion of $1.94 Billion ATM

• Iridium

Acquisition Now Fully Financed: Rocket Lab completes the $1.944 billion At-The-Market

(ATM) equity offering, securing the required cash consideration (alongside available liquidity)

to fully fund its pending acquisition of Iridium Communications - expected to close in mid-2027,

pending regulatory approvals.

• Cost-Effective

Debt Structure Secured: Iridium amends its existing $1.775 billion credit

facility to permit the change of control, establishing long-term, cost-effective permanent

financing backed by Iridium’s strong free cash flow and a parent guarantee from Rocket

Lab USA.

• Bridge

Facility Terminated: Rocket Lab successfully cancels the initial $3.6B senior

secured bridge facility, de-risking the capital structure ahead of the targeted close of

the acquisition in mid-2027.

Long

Beach, California. September 15, 2026 – Rocket Lab Corporation (Nasdaq: RKLB) (“Rocket Lab” or the “Company”),

a global leader in launch services and space systems, today announced it has successfully completed several critical milestones to fully

finance its pending acquisition of Iridium Communications Inc. (“Iridium” and such pending transaction, the “Iridium

Acquisition”).

ATM

Program Update

Rocket

Lab has completed its previously announced At-The-Market share sale (the “ATM Program”), raising approximately $1.944 billion

in gross proceeds through the issuance of 29.3 million shares (before commissions and offering expenses).

Rocket

Lab intends to use the net proceeds from the ATM Program to fund cash payments under the Iridium Acquisition. If the Company does not

consummate the Iridium Acquisition or if it has excess proceeds from the offering of shares under the ATM Program, the Company intends

to use the net proceeds to fund future growth, including potential future acquisitions, and for general corporate and working capital

purposes.

Change

of Control Consent and Amendment for Iridium Existing Credit Agreement

September 15, 2026, Iridium entered into an amendment (the “Change of Control Amendment”) to its existing term loan

facility for its outstanding $1.775 billion term loans (as of June 30, 2026) (the “Iridium Term Loan”) to obtain consent

from the requisite lenders to, among other things, amend the definition of “Change of Control” under the credit

agreement to carve out Rocket Lab’s pending acquisition of Iridium. As part of the Change of Control Amendment, Rocket Lab

USA, Inc., the Company’s primary operating subsidiary and anticipated parent company of Iridium, will provide an unsecured

guarantee of the Iridium Term Loan upon the closing of the Iridium Acquisition.

The

completion of the Change of Control Amendment will provide Rocket Lab with cost-effective, permanent financing upon the closing of the

Iridium Acquisition, supported by Iridium substantial free cash flow.

Termination

of Debt Commitment Letter

The

Iridium Term Loan, together with the proceeds raised to date under the ATM Program and other unrestricted cash and cash equivalents available

to the Company, represent an amount sufficient to pay the required cash consideration, repay certain Iridium indebtedness (other than

the Iridium Term Loan) and pay related fees and expenses at the closing of the Iridium Acquisition. In connection with the consummation

of the Change of Control Amendment the Company also terminated its $3.6 billion debt commitment for a senior secured debt bridge facility

it had entered into in connection with the Iridium Acquisition merger agreement on June 28, 2026.

The

completion of the Change of Control Amendment and the proceeds raised under the ATM Program is another significant milestone in the Company’s

pending acquisition of Iridium, which is expected to be completed in mid-2027.

Rocket

Lab Investor Relations

investors@rocketlabusa.com

About

Rocket Lab

Rocket

Lab (Nasdaq: RKLB) is an end-to-end space company delivering rockets, satellites, and spacecraft components for commercial, government,

and defense missions. Driven by its industry-leading small-lift rockets Electron and HASTE and its upcoming reusable Neutron medium-lift

rocket, Rocket Lab delivers reliable and responsive launch for the world’s most important missions from constellation deployment

to missile defense. Rocket Lab’s satellites and components have powered more than 1,700 missions in Earth orbit, as well as deep-space

exploration of the Moon, Mars, and beyond. Learn more at www.rocketlabcorp.com.

Additional

Information and Where to Find It

This

communication is being made in respect of a proposed transaction involving Rocket Lab Corporation (“Rocket Lab”) and

Iridium Communications Inc. (“Iridium”). In connection with the proposed transaction, Rocket Lab has filed with the

Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 that includes the proxy statement of

Iridium that also constitutes a prospectus of Rocket Lab. On August 26, 2026, the Registration Statement was declared effective,

Iridium filed the definitive proxy statement, and Rocket Lab filed the final prospectus. The definitive proxy statement/final

prospectus was sent to the stockholders of Iridium beginning on or about August 26, 2026, seeking their approval of certain

transaction-related proposals. This communication is not a substitute for the definitive proxy statement/final prospectus or any

other documents which Rocket Lab or Iridium may file with the SEC in connection with the proposed transaction.