Rocket Lab's registration statement puts a floor and a ceiling on the stock half of the Iridium price, and between the two an Iridium holder receives exactly $27.00 of shares

Two numbers do the work in the registration statement Rocket Lab filed on Thursday, and they are $67.50 and $112.50.

The company registered shares for its proposed acquisition of Iridium Communications on Form S-4, file number 333-298287, in a preliminary proxy statement and prospectus dated August 13. Under the merger agreement the parties signed on June 28, each Iridium share converts into $27.00 in cash plus a number of Rocket Lab shares set by an exchange ratio.

The ratio is where they sit. If the Rocket Lab stock price is $67.50 or below, the ratio is fixed at 0.4000. If it is $112.50 or above, the ratio is fixed at 0.2400, and anywhere between the two boundaries the ratio is $27.00 divided by the stock price, rounded to four decimal places.

Multiply the middle case out and the stock component is worth $27.00, whatever the price does inside the band. At the lower boundary, 0.4000 shares at $67.50 is $27.00 again, and at the upper boundary 0.2400 shares at $112.50 comes to the same figure. Outside the band the arithmetic stops holding: below $67.50 an Iridium holder receives less than $27.00 of stock, and above $112.50 they receive more.

The stock price in question is not the price on any single day. The filing defines it as the volume weighted average price on Nasdaq over the ten consecutive trading days ending on and including the second full trading day before the merger takes effect.

The other filing

Rocket Lab lodged a prospectus supplement the same morning, covering up to $1,944,369,826 of common stock under an equity distribution agreement with Deutsche Bank Securities and Wells Fargo Securities as sales agents. That agreement replaces one dated May 20, 2026, which had covered up to $3,000,000,000. The company states it has sold $1,055,630,173 of stock under the prior agreement, that the new one covers the amount which remained unsold, and that no additional amount is being offered.

The document also provides for forward sale agreements with Deutsche Bank AG, London Branch and Wells Fargo Bank, National Association, under which a bank borrows and sells shares first and the company receives its proceeds at settlement instead. Commissions run to 2.00 percent.

Iridium's board has unanimously approved the merger agreement, and adoption needs a majority of the outstanding shares entitled to vote. The date of the special meeting is still a blank in the filing.