NASDAQ: RKLB Rocket Lab Corp 8-K

Rocket Lab files pro forma financials for $7.6B Iridium acquisition backed by $3.6B bridge loan

Filed August 13, 2026 · Period ending August 13, 2026 · ~2 min read

Key Changes

high

Rocket Lab disclosed preliminary $7.6B purchase price for Iridium: $2.9B cash, $2.9B stock, $94M equity awards, $1.8B debt payoff. Secured $3.6B 364-day bridge loan at ~8% from Deutsche Bank and Wells Fargo to fund cash portion; intends to replace with permanent financing before close.

Exhibit 99.3 view on EDGAR →
high

Pro forma combined results show net loss of $154.7M (six months ended Jun 2026) and $203.0M (year ended Dec 2025), or $0.23 and $0.36 per share. Includes $143.2M and $312.2M in bridge loan interest expense for respective periods.

Exhibit 99.3 view on EDGAR →
high

Preliminary purchase price allocation identifies $4.3B in intangible assets: $3.3B spectrum (indefinite life), $447M customer relationships (15-year), $566M technology (15-year). Also records $2.2B goodwill and $1.9B property/plant/equipment (satellite constellation).

Exhibit 99.3 view on EDGAR →
medium

Pro forma excludes Iridium's Jul 2, 2026 Aireon acquisition, which added $338M debt ($183M seller note, $155M term loans). Rocket Lab expects to repay remaining Aireon debt at merger close, increasing total financing requirement beyond disclosed amounts.

Exhibit 99.3 view on EDGAR →
low

Filing incorporates Iridium audited financials and KPMG auditor consent into Rocket Lab's Securities Act registration statements to satisfy regulatory requirements for pending merger.

Item 8.01 — Other Events verify on EDGAR →

Summary

Rocket Lab filed unaudited pro forma financials for its pending $7.6 billion acquisition of Iridium Communications, a satellite operator. The deal structure includes $2.9 billion in cash, $2.9 billion in Rocket Lab stock (subject to a collar), $94 million for equity awards, and $1.8 billion to retire Iridium's existing debt.

To fund the cash portion, Rocket Lab secured a $3.6 billion 364-day bridge loan from Deutsche Bank and Wells Fargo at approximately 8% interest, which it intends to replace with permanent financing before closing. The pro forma statements show the combined entity would have posted net losses of $154.7 million for the six months ended June 30, 2026, and $203.0 million for the year ended December 31, 2025.

These losses include substantial interest expense from the bridge facility—$143.2 million and $312.2 million for the respective periods—as well as increased amortization from $4.3 billion in acquired intangible assets, primarily $3.3 billion in spectrum rights. The preliminary purchase price allocation also records $2.2 billion in goodwill and $1.9 billion in property, plant and equipment, largely Iridium's operational satellite constellation. Notably, the pro forma excludes Iridium's July 2, 2026 acquisition of Aireon, which added $338 million in debt and will increase Rocket Lab's total financing requirement at close. Investors should watch for details on the permanent financing structure and final purchase price allocation, which may differ materially from these preliminary figures.

Section-by-Section Diff

Event · Item 8.01 — Other Events

~300 words

Item 8.01 — Other Events filed; see Key Changes for terms.

1 Added

Added Iridium merger financial filing medium

Added in current filing · verify on EDGAR →

As previously disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 29, 2026, Rocket Lab Corporation, a Delaware corporation (“Rocket Lab”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 28, 2026, with Iridium Communications Inc., a Delaware corporation (“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, 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 Rocket Lab, and subject to certain specified conditions provided in the Merger Agreement being satisfied, 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.

Rocket Lab is proceeding with its previously announced acquisition of Iridium Communications through a two-step merger structure. This filing provides required financial information and auditor consent to support SEC registration statements for the transaction. The merger will make Iridium an indirect wholly owned subsidiary of Rocket Lab.

Event · Exhibit 99.3

~11,800 words View exhibit on EDGAR ↗

3 Added

Added Iridium acquisition pro forma financials high

Added in current filing · view on EDGAR →

On June 28, 2026, Rocket Lab Corporation, a Delaware corporation (“Rocket Lab” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Iridium Communications Inc., a Delaware corporation (“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”).

Rocket Lab filed unaudited pro forma condensed combined financial statements for its pending acquisition of Iridium Communications, a satellite communications provider. The merger consideration consists of $26.8 million cash plus Rocket Lab stock per Iridium share, with the stock portion subject to a collar based on Rocket Lab's stock price. The preliminary purchase price is estimated at approximately $7.6 billion, including $2.9 billion in cash consideration, $2.9 billion in stock consideration, $94 million for converted equity awards, and $1.8 billion to pay off Iridium's existing debt.

Added Pro forma combined results high

Added in current filing · view on EDGAR →

Pro forma combined basic and diluted net income (loss) per share

$ (0.23 )

$ (0.36 )

The pro forma combined financial statements show a net loss of $154.7 million for the six months ended June 30, 2026, and $203.0 million for the year ended December 31, 2025, translating to losses of $0.23 and $0.36 per share, respectively. These results reflect the combined operations of Rocket Lab and Iridium, including $143.2 million and $312.2 million in interest expense from the bridge facility for the respective periods, as well as increased amortization from acquired intangible assets valued at $4.3 billion.

Added Post-period Aireon acquisition impact medium

Added in current filing · view on EDGAR → · paraphrased

The unaudited pro forma financial statements do not reflect the impact of acquisitions completed after June 30, 2026 by Iridium or Rocket Lab, including Iridium's acquisition of Aireon LLC ("Aireon") which was completed on July 2, 2026. As a result of the Aireon acquisition by Iridium, Iridium's debt obligations have increased subsequent to June 30, 2026, incorporating a $183,400 one-year, non-interest-bearing loan from the sellers and the consolidation of Aireon's existing term loans, which had an outstanding balance of $154,700 at the closing date.

The pro forma financials exclude Iridium's July 2, 2026 acquisition of Aireon, which added $338 million in debt obligations to Iridium's balance sheet after the June 30, 2026 pro forma date. Rocket Lab expects to repay the remaining Aireon debt at closing of the Iridium merger, which would increase the total financing requirement beyond the amounts reflected in these pro forma statements.