Iridium Communications shareholders vote Thursday on Rocket Lab’s buyout. The special meeting starts at 8:30 a.m. ET on September 24. Approval needs a majority of outstanding Iridium shares, not only the shares that cast a ballot.
That vote is the next hard date on the calendar. For Rocket Lab shareholders, a lot of the financing math is already visible.
What Iridium holders are being offered
Under the merger agreement announced June 28, each Iridium share is to receive $54 of value in two pieces: $27 in cash and a block of Rocket Lab stock.
The stock piece is not a fixed number of shares. It uses an exchange ratio tied to Rocket Lab’s 10-day volume-weighted average price ending two trading days before closing.
If that VWAP is at or below $67.50, Iridium holders get 0.4000 Rocket Lab shares per Iridium share. If the VWAP is at or above $112.50, they get 0.2400 shares. Between those prices, the ratio is $27 divided by the VWAP. Proxy materials put the notional package at $54 a share and the enterprise value near $8 billion. Closing is still aimed at mid-2027 if regulators clear the deal.
For Iridium holders, Thursday is mostly a yes-or-no on that package. Pass it, and the stock trades more like a merger spread until close. Fail it, and the premium has to be rebuilt from scratch.
Why spectrum matters more than the Starlink comparison
Retail boards have spent months calling this a Starlink fight. The companies are not selling the same product.
Iridium’s NEXT constellation is 66 cross-linked satellites using L-band spectrum. The network is built for lower-bandwidth links that need to hold up in weather, over oceans, and in remote places. Peter Beck has described the user base as people and systems that cannot lose signal: pilots, mariners, first responders, governments, and remote sensors.
Iridium also sells positioning, navigation, and timing services for cases where GPS is jammed or weak. That is a different business from consumer broadband. Treating the deal as “Rocket Lab versus SpaceX internet” skips the asset Beck keeps naming: scarce, coordinated spectrum plus an operating network and partner channel.
Iridium reported about 2.55 million active subscribers and roughly $872 million of 2025 revenue, including about $495 million of operating EBITDA in company deal materials. Rocket Lab’s 2025 revenue was about $602 million. On a simple stack, the satcom cash flow is larger than Rocket Lab’s entire 2025 top line.
The dilution is already partly done
Rocket Lab did not wait for closing to raise the cash half of the deal.
On September 15, the company said it finished an at-the-market stock sale of about 29.3 million shares for roughly $1.94 billion in gross proceeds. It also said Iridium’s lenders amended the existing $1.775 billion term loan so the acquisition is not treated as a change of control, and that Rocket Lab USA will guarantee that loan after closing. With that package in place, Rocket Lab terminated the $3.6 billion bridge facility it lined up in June.
Against roughly 598 million common shares outstanding around early August, the ATM alone is about 5% dilution on the common share count. Preferred shares that convert one-for-one lower that percentage a bit on a fully diluted basis. The cash half of the Iridium package is roughly $2.9 billion before fees, based on about 106 million Iridium shares at $27 cash each. The ATM does not cover the stock half.
At closing, Iridium holders still receive Rocket Lab shares inside the collar. Across Iridium’s share count, that is roughly 25 million to 42 million additional Rocket Lab shares, depending on where the VWAP lands. Add the ATM and the merger stock, and the combined increase can approach the low teens as a percent of the pre-deal common base. Exact percentages will move with the closing VWAP and with Iridium’s final share count.
That is the investment point many headline readers miss. Thursday’s vote does not create the ATM dilution. That capital raise already happened. The vote decides whether the second wave of shares is still coming.
Government cash changes the mix
Both companies already sell a lot to Washington.
About 47% of Rocket Lab’s 2025 revenue came from federal agencies or primes. About 29% of Iridium’s did. Iridium’s largest federal piece is the Enhanced Mobile Satellite Services contract with the Defense Department, a fixed-price “family plan” for government users on the NEXT network. The current run rate is about $110.5 million a year through September 2026. Iridium expects to negotiate a follow-on before that date, or use a short extension into early 2027.
If the merger closes, Rocket Lab inherits that recurring government satcom cash along with commercial maritime, aviation, and IoT traffic. It also inherits concentration risk and a renewal clock on EMSS. Combined headcount would be large as well: roughly 2,600 at Rocket Lab and about 1,000 at Iridium, per company figures cited after the announcement.
What is still open after the vote
Even a clean Iridium yes leaves work on the table.
Regulators still have to clear the combination, including spectrum and competition reviews. Rocket Lab has to integrate a global satcom operator without losing focus on Electron, Neutron, and spacecraft manufacturing. Proxy lawsuits and supplemental disclosures are already part of the record. That is common at this deal size, and it still adds noise into the vote window.
Rocket Lab traded near $71 on Wednesday. Treat that print as a snapshot. Inside the collar band, a lower Rocket Lab VWAP means more shares issued to Iridium holders. A higher VWAP means fewer shares and less dilution on that leg.
What investors should watch
Thursday’s meeting is binary for Iridium. For Rocket Lab, the better checklist is longer.
Watch the vote result and any turnout commentary. Watch how the stock prices the remaining merger shares versus the satcom cash flow Iridium would bring. Watch the EMSS renewal path into 2027. Watch regulatory milestones between the vote and the mid-2027 close target.
The story is not simply that space stocks are popular. It is whether Rocket Lab can turn scarce L-band capacity and recurring government and commercial satcom cash into a better business after paying for it with a larger share count.
