Iridium Communications Inc.

Current report

Risks Related to the Anticipated Merger with Rocket Lab Corporation (the “Merger”)

Current report

We may fail to consummate the Merger on the anticipated timeline or at all, and uncertainties related to the consummation of the Merger may have a material adverse effect on our business, results of operations and financial condition and negatively impact the trading price of our common stock.

Current report

The Merger is subject to the satisfaction of a number of conditions beyond our control, including receiving requisite stockholder approval and other customary closing conditions. Failure to satisfy the conditions to the Merger could prevent or delay the completion of the Merger. Further, regulators may impose conditions, obligations or restrictions on the Merger that may have the effect of delaying or preventing its completion. If the Merger does not close, we may suffer other consequences that could adversely affect our business, financial condition, operating results, and stock price, and our stockholders would be exposed to additional risks, including, but not limited to:

Current report

•to the extent that the trading price of our common stock reflects an assumption that the Merger will be completed, the trading price of our common stock could decrease if the Merger is not completed;

Current report

•investor confidence in us could decline, stockholder litigation could be brought against us, relationships with existing and prospective customers, service providers, investors and other business partners may be adversely impacted, we may be unable to retain key personnel, and our operating results may be adversely impacted due to costs incurred in connection with the Merger;

Current report

•we have incurred, and will continue to incur, significant expenses for professional services in connection with the Merger for which we will have received little or no benefit if the Merger is not consummated;

Current report

•any disruptions to our business resulting from the announcement and pendency of the Merger, including adverse changes in our relationships with customers, suppliers, partners and employees, may continue or intensify in the event the Merger is not consummated or is significantly delayed; and

Current report

•the requirement that we pay a termination fee under certain circumstances.

Current report

The pendency of the Merger may disrupt our business and divert management’s attention from ongoing operations.

Current report

The efforts and costs to satisfy the closing conditions of the Merger may place a significant burden on management and internal resources, and the Merger and related transactions, whether or not consummated, may result in a diversion of management’s attention from day-to-day operations. Any significant diversion of management’s attention away from ongoing business and difficulties encountered in the Merger process could have a material adverse effect on our business, results of operations and financial condition. Uncertainty as to our future could adversely affect our business and our relationship with existing and potential customers, suppliers and other third parties. For example, customers, suppliers and other third parties may defer decisions concerning working with us or seek to change existing business relationships with us. Changes to, or termination of, existing business relationships could adversely affect our revenue, earnings and financial condition, as well as the market price of our common stock. The adverse effects of the pendency of the Merger could be exacerbated by any delays in completion of the Merger or termination of the Merger Agreement.

Current report

If the conditions to the Merger are not satisfied or waived, the Merger will not occur.

Current report

Even if the transactions contemplated by the Merger Agreement are approved by our stockholders, certain other specified conditions set forth in the Merger Agreement must be satisfied, to the extent permitted by applicable law, or waived to complete the Merger. We cannot assure you that all of the conditions will be satisfied or waived. If the conditions are not satisfied or waived, the Merger will not occur or will be delayed, and we may lose some or all of the intended benefits of the Merger.

Current report

Expenses related to the pending Merger are significant and will adversely affect our operating results.

Current report

We have incurred and expect to continue to incur significant expenses in connection with the pending Merger, including legal and investment banking fees. We expect these costs to have an adverse effect on our operating results. If the Merger is not consummated, we may under certain circumstances be required to pay to Rocket Lab a termination fee of $223.6 million. Our financial position and results of operations would be adversely affected if we were required to pay the termination fee.

Current report

While the Merger Agreement is in effect, we are subject to certain interim covenants.

Current report

The Merger Agreement generally requires us to operate our business in the ordinary course, subject to certain exceptions, including as required by applicable law, pending consummation of the Merger, and subjects us to customary interim operating covenants that restrict us from taking certain specified actions until the Merger is completed or the Merger Agreement is terminated in accordance with its terms. These restrictions could prevent us from pursuing certain business opportunities that may arise prior to the consummation of the Merger and may affect our ability to execute our business strategies and attain financial and other goals and may impact our financial condition, results of operations and cash flows.

Current report

We may not be able to enter into a business combination with another party on more favorable terms or at all because of restrictions in the Merger Agreement, which could adversely affect our business prospects.

Current report

While the Merger Agreement is in effect, we are generally prohibited from soliciting, initiating or knowingly encouraging, inducing or facilitating any inquiries, indications of interest, proposals or offers that constitute or may reasonably be expected to lead to certain transactions involving a third party, including a merger, sale of assets or other business combination, subject to specified exceptions. Any such transactions could be favorable to our stockholders, but we may be unable to pursue them. If the Merger Agreement is terminated and we decide to seek another business combination thereafter, we may not be able to negotiate or consummate a transaction with another party on terms comparable to, or better than, the terms of the Merger Agreement. In addition, covenants in the Merger Agreement impede our ability to make acquisitions during the pendency of the Merger, subject to specified exceptions. As a result, if the Merger is not completed, we may be at a disadvantage to our competitors during such period.

Current report

We and our directors and officers may be subject to lawsuits relating to the Merger.

Current report

Litigation is very common in connection with the sale of public companies, regardless of whether the claims have any merit. One of the conditions to consummating the Merger is that no order preventing the consummation of the Merger shall have been issued by any court. Consequently, if any such lawsuit challenging the Merger is successful in obtaining an order preventing the consummation of the Merger, that order may delay or prevent the Merger from being completed. While we will evaluate and defend against any lawsuits, the time and costs of defending against litigation relating to the Merger may adversely affect our business.

Current report

Risks Related to Aireon’s Business

Current report

Aireon’s aviation surveillance and data services business is subject to operational, regulatory, commercial and liability risks that could adversely affect our business, financial condition and results of operations.

Current report

Aireon provides space-based aircraft surveillance and related aviation data services to air navigation service providers, aviation regulatory authorities, airlines and other aviation industry participants. Aireon’s services rely on the continued availability and operation of the Iridium satellite constellation, which also supports Iridium’s other services, including the Aireon payload hosted on each Iridium space vehicle, as well as related ground, software, communications, data processing, cybersecurity and customer-interface systems. Any failure, degradation, interruption, latency, signal interference, data corruption, cybersecurity incident, GPS jamming or spoofing event, or other performance issue affecting these systems could impair Aireon’s ability to provide its services and could result in contractual claims, service credits, breach payments, termination rights, regulatory scrutiny, customer disputes, reputational harm, reduced adoption of Aireon’s services, or claims that Aireon’s services caused or contributed to airspace restrictions, aircraft delays, operational disruptions, safety events, aircraft incidents, economic losses or other damages.

Current report

Aireon’s business is also subject to evolving aviation regulatory requirements, certification expectations, governmental procurement processes, anti-corruption and sanctions compliance obligations, data-transfer and sovereignty rules, and customer budgetary constraints. In addition, Aireon revenue and growth depend on air traffic volumes, flight activity and customer usage, and therefore may be adversely affected if air traffic declines, grows more slowly than expected, or if customers reduce usage, fail to renew or adopt alternative technologies. Air traffic volumes, flight activity and customer usage have been, and may in the future be, adversely affected by factors outside of Aireon’s control, including geopolitical events, military conflicts, airspace closures or restrictions, public health crises, pandemics or other events that reduce, restrict or disrupt flight activity in customer airspace.

Current report

Insurance coverage for these and related and other aerospace, aviation, satellite, cyber, errors and omissions, professional liability and contractual indemnity risks may be limited, subject to exclusions or insufficient to cover all losses. Realization of any of these risks could materially and adversely affect our business, financial condition and results of operations.

Current report

There were no repurchases during the fiscal quarter ended June 30, 2026. In addition, on June 28, 2026, in connection with the Transaction with Rocket Lab, our Board of Directors terminated the Company’s share repurchase program.

Previous report

Since initiating share repurchases in February 2021, our Board of Directors has authorized the repurchase of up to $1,500.0 million of our common stock, including the September 2024 authorization to repurchase up to $500.0 million through December 31, 2027. During the fourth quarter of 2025, we paused share repurchases to increase financial flexibility.