Exhibit 99.3

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF ROCKET LAB CORPORATION AND IRIDIUM COMMUNICATIONS INC.

(in thousands, except share and per share values)

 

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”). 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 immediately following the First Merger, the surviving corporation in the First Merger will merge with and into Merger Sub II, with Merger Sub II continuing as the surviving entity (the “Second Merger” and together with the First Merger, the “Mergers”). The Mergers are generally intended to qualify as a tax-free reorganization for U.S. federal income tax purposes so long as the value of the Stock Consideration relative to the Cash Consideration (each as defined below) received by the holders of Iridium Common Stock (defined below) meets the conditions for tax-free treatment. Should those conditions not be met, the Second Merger will not occur and the Mergers will not qualify as a tax-free reorganization for U.S. federal income tax purposes. “Combined Company” refers to Rocket Lab and its subsidiaries, including Iridium and its subsidiaries, taken as a whole, immediately after giving effect to the Mergers.

 

As a result of the Mergers, at the effective time of the First Merger (the “First Effective Time” or “Purchase”) each issued and outstanding share of common stock of Iridium, par value $0.001 per share (“Iridium Common Stock”), other than as specified in the Merger Agreement, will be converted into the right to receive (i) $27.00 in cash (the “Cash Consideration”) and (ii) a number of shares (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”) of Rocket Lab’s common stock, par value $0.0001 per share (“Rocket Lab Common Stock”), equal to the “Exchange Ratio” as follows, in each case without interest: (i) if the Rocket Lab Stock Price (as defined below) is equal to or less than $67.50, then the Exchange Ratio will be 0.4000; (ii) if the Rocket Lab Stock Price is greater than $67.50 but less than $112.50, then the Exchange Ratio will be the quotient obtained by dividing $27.00 by the Rocket Lab Stock Price, rounded to four decimal places; and (iii) if the Rocket Lab Stock Price is equal to or greater than $112.50, then the Exchange Ratio will be 0.2400. “Rocket Lab Stock Price” is defined as the volume weighted average price per share of Rocket Lab Common Stock on the Nasdaq Global Select Market for the period of the ten consecutive trading days ending on and including the second full trading day prior to the First Effective Time.

 

The Merger Agreement provides that at the First Effective Time (i) each outstanding restricted stock unit covering Iridium Common Stock (the “Iridium RSU Awards”), including any Iridium RSU Award that includes performance-based vesting conditions (the “Iridium PSU Awards”), will be assumed by Rocket Lab and converted into a restricted stock unit award with respect to shares of Rocket Lab Common Stock (each, an “Assumed Iridium RSU Award”) subject to the same terms and conditions as applied to such Iridium RSU Award or Iridium PSU Award immediately prior to the closing of the Mergers “(Closing)” (including the same vesting and leaver provisions), except that such Assumed Iridium RSU Award will cover a whole number of shares of Rocket Lab Common Stock equal to the number of shares of Iridium Common Stock covered by such Iridium RSU Award or Iridium PSU Award immediately prior to the First Effective Time (and, with respect to Iridium PSU Awards, determined as if all applicable performance-based vesting conditions had been satisfied at target) multiplied by an Equity Award Exchange Ratio (as defined in the Merger Agreement) equal to (a) the Cash Consideration divided by the Rocket Lab Stock Price plus (b) the Exchange Ratio (rounded down to the nearest whole share), and each Assumed Iridium RSU Award will vest in full in the event of a termination of employment without cause within 12 months following the First Effective Time (in addition to any other provisions that apply to the corresponding Iridium RSU Award or Iridium PSU Award, including under the Iridium Executive Severance Plan), and (ii) each outstanding option to purchase Iridium Common Stock (the “Iridium Option Awards”) and each outstanding cash-settled stock appreciation right award with respect to Iridium Common Stock (the “Iridium CSAR Awards”) will be fully vested and exercisable and canceled and converted into the right to receive the Merger Consideration in respect of each share of Iridium Common Stock covered by such Iridium Option Award or Iridium CSAR Award (paid only in cash, in respect of an Iridium CSAR Award), calculated net of the exercise price or strike price, as applicable, of such Iridium Option Award or Iridium CSAR Award, less applicable withholdings. In connection with the Merger Agreement, Iridium’s Board of Directors approved cash retention awards (the “Iridium Retention Awards”) for certain employees. The Iridium Retention Awards are payable in two tranches, subject to the recipient’s continued employment, with 60% vesting upon the closing of the Mergers and the remaining 40% vesting on the six-month anniversary of the closing date.

 

1

 

 

In connection with the Merger Agreement, Rocket Lab entered into a commitment letter with Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc., Wells Fargo Bank, National Association and Wells Fargo Securities, LLC and, 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 $3,600,000 (the “Bridge Facility”). Prior to the Closing, Rocket Lab intends to replace the Bridge Facility commitments with permanent financing on more favorable terms, however, such alternatives are not currently determinable. As a result, the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026 and for the year ended December 31, 2025 assumes the Bridge Facility, which has a maturity of less than one year, was funded at the Closing and is outstanding for the entirety of the pro forma periods. In connection with the Mergers, the Company is evaluating amendments to certain existing debt agreements of Iridium which, if completed, could reduce borrowings under the Bridge Facility and the related interest expense. As the proposed amendments are not yet determinable, no adjustments related to such amendments have been reflected in these unaudited pro forma condensed combined financial statements.

 

The unaudited pro forma condensed combined balance sheet gives effect to the Purchase as if consummated as of June 30, 2026, and is derived from:

 

  For the Company, the unaudited condensed consolidated financial statements as of June 30, 2026.

 

  For Iridium, the unaudited condensed consolidated financial statements as of June 30, 2026.

 

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2026, gives effect to the Purchase as if it had occurred on January 1, 2025, and is derived from:

 

  For the Company, the unaudited condensed consolidated financial statements for the six months ended June 30, 2026.

 

  For Iridium, the unaudited condensed consolidated financial statements for the six months ended June 30, 2026.

 

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025, gives effect to the Purchase as if it had occurred on January 1, 2025, and is derived from:

 

  For the Company, the audited consolidated financial statements for the year ended December 31, 2025.

 

  For Iridium, the audited consolidated financial statements for the year ended December 31, 2025.

 

This information should be read together with Rocket Lab’s (i) audited consolidated financial statements and related notes in Rocket Lab’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on February 26, 2026 and (ii) unaudited condensed consolidated financial statements and related notes in Rocket Lab’s Quarterly Report on Form 10-Q for the six months ended June 30, 2026 filed with the SEC on August 10, 2026 and Iridium’s (i) audited consolidated financial statements for the year ended December 31, 2025 and related notes included in Exhibit 99.1 to this Current Report on Form 8-K and (ii) unaudited condensed consolidated financial statements for the six months ended June 30, 2026 and related notes included in Exhibit 99.2 to this Current Report on Form 8-K.

 

The unaudited pro forma condensed combined financial information has been prepared by the Company using the acquisition method of accounting for the Purchase, where the Company is the “accounting acquirer” and Iridium is the “accounting acquiree”. The pro forma adjustments are based upon the information currently available and certain assumptions and estimates that the Company believes are reasonable as of the date hereof as described in the accompanying notes. The following unaudited pro forma condensed combined balance sheet as of June 30, 2026, and the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026, and for the year ended December 31, 2025, are based on the historical financial statements of Rocket Lab and Iridium. Unless otherwise indicated, all amounts presented in the unaudited pro forma condensed combined financial information and accompanying notes are expressed in thousands of U.S. dollars, except share and per share amounts. These unaudited pro forma condensed combined financial statements and information are provided for illustrative and informational purposes only. They do not purport to represent or be indicative of the consolidated results of operations or financial condition of the Company had the Purchase been completed as of the assumed date or for the periods presented, or which may be realized in the future, and should not be construed as representative of the future consolidated results of operations or financial condition of the combined entity. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information.

 

For purposes of the unaudited pro forma condensed combined financial information, “Historical” refers to Rocket Lab’s and Iridium’s respective audited consolidated financial statement amounts or unaudited consolidated condensed financial statement amounts prior to giving effect to the Mergers. “Historical, as Reclassified” refers to

 

2

 

 

Iridium’s historical audited consolidated financial statement amounts or unaudited consolidated condensed financial statement amounts after giving effect to the reclassification adjustments described in Note 3, which were made to conform Iridium’s financial statement presentation to Rocket Lab’s presentation.

 

An updated determination of the fair value of Iridium’s assets acquired and liabilities assumed will be performed within one year after the Closing. The final purchase price allocation may be materially different from the preliminary purchase consideration allocation presented in the unaudited pro forma condensed combined financial information. Any changes in the fair values of the net assets or total purchase consideration as compared with the information shown in the unaudited pro forma condensed combined financial information may change the amount of the total purchase price allocated to goodwill, and other assets and liabilities, which may impact the combined entity’s balance sheet and statement of operations. As a result of the foregoing, the pro forma adjustments are preliminary and differences between these preliminary estimates and the final acquisition accounting may arise that could have a material impact on the accompanying unaudited pro forma condensed combined financial information and the combined entity’s future results of operations and financial position.

 

The unaudited pro forma condensed combined financial information does not reflect any expected cost savings, operating synergies, or revenue enhancements that the combined entity may achieve as a result of the Purchase or the costs necessary to achieve any such cost savings, operating synergies, or revenue enhancements.

 

3

 

  

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2026

(in thousands, except share and per share values)

 

          Iridium      Transaction          Transaction            
 

 

   

Historical, as 

    Accounting        

Accounting

       

 

 
    Rocket Lab     Reclassified     Adjustments -         Adjustments -         Pro Forma  
    (Historical)    

(Note 3)

   

Purchase

    (Note 5)  

 Financing

    (Note 6)   Combined  
Assets                                                
Current assets:                                                
Cash and cash equivalents   $ 2,129,485     $ 184,214     $ (4,882,776 )   (a)(b)(h)   $ 3,574,340     (a)   $ 1,005,263  
Marketable securities, current     172,700                                 172,700  
Accounts receivable, net     112,889       104,515                           217,404  
Contract assets     94,245       3,086                           97,331  
Inventories     266,931       63,470                           330,401  
Prepaids and other current assets     119,509       21,781       (12,600 )   (b)               128,690  
Total current assets     2,895,759       377,066       (4,895,376 )         3,574,340           1,951,789  
Non-current assets:                                                
Property, plant and equipment, net     393,946       1,927,018       9,209     (c)               2,330,173  
Intangible assets, net     320,415       82,666       4,246,672     (d)               4,649,753  
Goodwill     299,072       98,942       2,102,842     (e)               2,500,856  
Right-of-use assets - operating leases     113,690       25,096                           138,786  
Right-of-use assets - finance leases     12,349                                 12,349  
Marketable securities, non-current     85,405                                 85,405  
Restricted cash     8,413       199                           8,612  
Deferred income tax assets, net     1,057       2,198                           3,255  
Other non-current assets     57,268       51,908       (7,100 )   (f)               102,076  
Total assets   $ 4,187,374     $ 2,565,093     $ 1,456,247         $ 3,574,340         $ 11,783,054  
                                                 
                                                 
Liabilities and Stockholders’ Equity                                                
Current liabilities:                                                
Trade payables   $ 74,512     $ 28,460     $ (11,292 )   (b)   $         $ 91,680  
Accrued expenses     44,206       291       (18,661 )   (b)               25,836  
Employee benefits payable     29,118       32,685                           61,803  
Contract liabilities     351,193       79,181                           430,374  
Current installments of long-term borrowings           12,532       (12,532 )   (f)                
Bridge Facility, net                           3,574,340     (a)     3,574,340  
Other current liabilities     29,167       24,345                           53,512  
Total current liabilities     528,196       177,494       (42,485 )         3,574,340           4,237,545  
Non-current liabilities:                                                
Convertible senior notes, net     13,129                                 13,129  
Long-term borrowings, net excluding current installments     1,716       1,749,342       (1,749,342 )   (f)               1,716  
Non-current operating lease liabilities     104,378       25,289                           129,667  
Non-current finance lease liabilities     14,468                                 14,468  
Deferred tax liabilities     10,146       138,424       673,208     (g)               821,778  
Other non-current liabilities     23,188       2,033                           25,221  
Total liabilities     695,221       2,092,582       (1,118,619 )         3,574,340           5,243,524  
                                                 
Stockholders’ equity:                                                
Preferred stock, $0.0001 par value, authorized shares: 100,000,000; issued and outstanding shares: 40,951,250 at June 30, 2026     4                                 4  
Common stock, $0.0001 par value; authorized shares: 2,500,000,000; issued shares: 639,131,688 at June 30, 2026; outstanding shares 598,180,438 at June 30, 2026     60       106       4,020     (h)               4,186  
Treasury stock, at cost; shares: 40,951,250 at June 30, 2026                                      
Additional paid-in capital     4,606,854       864,367       2,067,839     (h)               7,539,060  
Accumulated deficit     (1,106,190 )     (387,281 )     498,326     (b)(h)               (995,145 )
Accumulated other comprehensive loss     (8,575 )     (4,681 )     4,681     (h)               (8,575 )
Total stockholders’ equity     3,492,153       472,511       2,574,866                     6,539,530  
Total liabilities and stockholders’ equity   $ 4,187,374     $ 2,565,093     $ 1,456,247         $ 3,574,340         $ 11,783,054  

 

The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.

 

4

 

  

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2026

(in thousands, except per share data)

 

          Iridium     Transaction         Transaction            
    Rocket Lab     Historical, as
Reclassified
    Accounting
Adjustments -
        Accounting
Adjustments -
         Pro Forma  
    (Historical)    

 (Note 3)

   

Purchase

    (Note 5)  

 Financing

    (Note 6)  

Combined

 
Revenues:                                                
Product revenues   $ 308,835     $ 40,986     $         $         $ 349,821  
Service revenues     125,579       403,308                           528,887  
Total revenues     434,414       444,294                           878,708  
                                                 
Cost of revenues:                                                
Cost of product revenues     198,523       35,549       1,748     (i)(j)               235,820  
Cost of service revenues     74,822       190,285       24,087     (i)(j)               289,194  
Total cost of revenues     273,345       225,834       25,835                     525,014  
Gross profit     161,069       218,460       (25,835 )                   353,694  
                                                 
Operating expenses:                                                
Research and development, net     162,942       11,704       548     (j)               175,194  
Selling, general and administrative     111,610       122,035       50,945     (i)(j)(k)               284,590  
Total operating expenses     274,552       133,739       51,493                     459,784  
Operating income (loss)     (113,483 )     84,721       (77,328 )                   (106,090 )
                                                 
Other income (expense):                                                
Interest expense     (1,855 )     (41,859 )     41,859     (l)     (141,357 )   (b)     (143,212 )
Interest income     26,635       3,247                           29,882  
Loss on foreign exchange     (1,798 )     (645 )                         (2,443 )
Other income, net     (244 )     (2,239 )                         (2,483 )
Total other income (expense), net     22,738       (41,496 )     41,859           (141,357 )         (118,256 )
Income (loss) before income taxes     (90,745 )     43,225       (35,469 )         (141,357 )         (224,346 )
                                                 
Benefit (provision) for income taxes     (3,535 )     (11,952 )     52,305     (m)     32,851     (c)     69,669  
Net income (loss)   $ (94,280 )   $ 31,273     $ 16,836         $ (108,506 )       $ (154,677 )
Weighted-average common shares outstanding                                             (Note 7)  
Basic and diluted     617,625       106,648                               658,944  
Net income (loss) per share                                                
Basic and diluted net income (loss) per share   $ (0.15 )   $ 0.29                             $ (0.23 )

 

The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.

 

5

 

  

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2025

(in thousands, except per share data)

 

    Rocket Lab    

Iridium

Historical, as

Reclassified

   

Transaction

Accounting

Adjustments-

       

Transaction

Accounting

Adjustments -

        Pro Forma  
    (Historical)     (Note 3)     Purchase     (Note 5)   Financing     (Note 6)   Combined  
Revenues:                                                
Product revenues   $ 371,617     $ 81,109     $         $         $ 452,726  
Service revenues     230,182       790,550                           1,020,732  
Total revenues     601,799       871,659                           1,473,458  
                                                 
Cost of revenues:                                                
Cost of product revenues     252,848       68,659       3,546     (i)(j)               325,053  
Cost of service revenues     141,770       375,723       59,928     (i)(j)               577,421  
Total cost of revenues     394,618       444,382       63,474                     902,474  
Gross profit     207,181       427,277       (63,474 )                   570,984  
                                                 
Operating expenses:                                                
Research and development, net     270,716       19,758       2,317     (j)               292,791  
Selling, general and administrative     165,303       171,539       254,793     (i)(j)(k)               591,635  
Total operating expenses     436,019       191,297       257,110                     884,426  
Operating income (loss)     (228,838 )     235,980       (320,584 )                   (313,442 )
                                                 
Other income (expense):                                                
Interest expense     (26,489 )     (93,529 )     93,529     (l)     (285,669 )   (b)     (312,158 )
Interest income     25,512       5,277                           30,789  
Loss on foreign exchange     (463 )     (2,823 )                         (3,286 )
Other income, net     4,381       (2,915 )                         1,466  
Total other income (expense), net     2,941       (93,990 )     93,529           (285,669 )         (283,189 )
Income (loss) before income taxes     (225,897 )     141,990       (227,055 )         (285,669 )         (596,631 )
                                                 
Benefit (provision) for income taxes     27,688       (27,618 )     327,134     (m)     66,389     (c)     393,593  
Net income (loss)   $ (198,209 )   $ 114,372     $ 100,079         $ (219,280 )       $ (203,038 )
Weighted-average common shares outstanding                                             (Note 7)   
Basic     530,665       107,240                               571,596  
Diluted     530,665       107,837                               571,596  
Net income (loss) per common share                                                
Basic net income (loss) per share   $ (0.37 )   $ 1.07                             $ (0.36 )
Diluted net income (loss) per share   $ (0.37 )   $ 1.06                             $ (0.36 )

  

The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.

 

6

 

 

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(in thousands, except share and per share values)

 

Note 1 - Basis of Pro Forma Presentation

 

The unaudited pro forma condensed combined financial information has been prepared by the Company in connection with its acquisition of Iridium and the related financing, a leading provider of global voice, data and positioning, navigation and timing satellite services and the only commercial provider of communications services offering true global coverage, connecting people, organizations, and assets to and from anywhere in real time. Iridium sells products and services to government and commercial end users by recruiting and expanding a global wholesale distribution network.

 

The Company’s and Iridium’s historical financial statements were prepared in accordance with U.S. generally accepted accounting principles in the United States (“GAAP”). Management has included certain reclassification adjustments for consistency in presentation as discussed in Note 3. The Company is currently in the process of evaluating Iridium’s accounting policies which may identify differences between the accounting policies of the Company and Iridium. Based on the information currently available, the Company has determined on a preliminary basis that, except for those identified and adjusted for in the pro forma financials herein, no significant adjustments are necessary to conform Iridium’s accounting policies to the Company’s accounting policies.

 

The accompanying unaudited pro forma condensed combined financial information and related notes were prepared using the acquisition method of accounting in accordance with Accounting Standards Codification 805, Business Combinations, (“ASC 805”) in which Rocket Lab is the accounting acquirer and Iridium is the accounting acquiree. ASC 805 requires, among other things, that the assets acquired, and liabilities assumed, in a business combination, be recognized at their fair values as of the acquisition date unless subject to certain measurement exceptions. For purposes of the unaudited pro forma condensed combined balance sheet, the purchase price has been allocated to the assets acquired and liabilities assumed of Iridium based upon management’s preliminary estimate of their fair values. The excess of the purchase price consideration over the fair value of assets acquired and liabilities assumed represents goodwill. Accordingly, the purchase price allocation and related adjustments reflected in the unaudited pro forma condensed combined financial information are preliminary and subject to adjustment based on a final determination of fair value and tax contingency matters. The purchase price consideration as well as the estimated fair values of the assets and liabilities will be updated and finalized as soon as practicable, but no later than one year from the Closing.

 

The pro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable. The unaudited pro forma condensed combined financial information is provided for informational purposes only and does not purport to represent or be indicative of the consolidated results of operations or financial condition of the Company had the Purchase been completed as of the dates presented and should not be construed as representative of the future consolidated results of operations or financial condition of the combined entity. Accordingly, the unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. Rocket Lab believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Purchase and related transactions based on information available to management at the time and that the pro forma adjustments give appropriate effect to those assumptions in the unaudited pro forma condensed combined financial information.

 

The unaudited pro forma condensed combined financial information should be read in conjunction with the historical Rocket Lab and Iridium audited consolidated financial statements as of and for the year ended December 31, 2025, and unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2026 and notes thereto and does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Purchase. The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Purchase and related transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the Combined Company.

 

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

 

7

 

 

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 remaining balances of the additional Aireon indebtedness is expected to be repaid by Rocket Lab at closing.

 

Note 2 - Significant Accounting Policies

 

The accounting policies used in the preparation of these unaudited pro forma condensed combined financial statements are based on the footnotes in Rocket Lab’s audited consolidated financial statements as of and for the year ended December 31, 2025, and Rocket Lab’s unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2026. During the preparation of the unaudited pro forma condensed combined financial statements, management performed a preliminary analysis of Iridium’s financial information to identify differences in accounting policies as compared to those of Rocket Lab and determined that with the information currently available, there were no significant accounting policy differences between the companies requiring adjustments to conform Iridium’s accounting policies to Rocket Lab accounting policies for purposes of unaudited pro forma condensed combined financial statements. This conclusion is subject to change as Rocket Lab continues to conduct a detailed review of Iridium’s accounting policies which may result in the identification of additional differences between the accounting policies of the two companies that, when conformed, could have a material impact on the unaudited pro forma condensed combined financial information.

 

Note 3 - Iridium Reclassification Adjustments

 

During the preparation of the unaudited pro forma condensed combined statement of operations, management performed a preliminary analysis of Iridium’s financial information to identify differences in Iridium’s financial statement presentation as compared to the financial statement presentation of the Company and has made certain reclassification adjustments to conform Iridium’s historical financial statement presentation to the Company’s financial statement presentation. The Company is currently performing a full and detailed review of Iridium’s financial statement presentation, which could result in the amounts in the Company’s future financial statements being materially different from the amounts set forth in the unaudited pro forma condensed combined financial information presented herein.

 

The following table reflects certain reclassification adjustments to conform Iridium’s historical consolidated balance sheet presentation as of June 30, 2026 to Rocket Lab’s historical consolidated balance sheet presentation as of June 30, 2026, which have no impact on net assets and are summarized below (in thousands):

 

8

 

 

Consolidated Balance Sheet presentation as of June 30, 2026
Rocket Lab   Iridium  

Iridium

Historical

    Reclassification     Note  

Iridium

Historical, as

Reclassified

 
Cash and cash equivalents   Cash and cash equivalents   $ 184,214     $         $ 184,214  
Accounts receivable, net   Accounts receivable, net     104,515                 104,515  
Contract assets               3,086     (a)     3,086  
Inventories   Inventory     63,470                 63,470  
Prepaids and other current assets   Prepaid expenses and other current assets     24,867       (3,086 )   (a)     21,781  
Property, plant and equipment, net   Property and equipment, net     1,927,018                 1,927,018  
Intangible assets, net   Intangible assets, net     82,666                 82,666  
Goodwill   Goodwill     98,942                 98,942  
Right-of-use assets - operating leases               25,096     (b)     25,096  
Restricted cash               199     (b)     199  
Deferred income tax assets, net               2,198     (b)     2,198  
Other non-current assets   Other assets     41,890       10,018     (b) (c)     51,908  
    Equity method investments     37,511       (37,511 )   (c)      
Trade payables   Accounts payable     11,521       16,939     (d)     28,460  
Accrued expenses   Accrued expenses and other current liabilities     74,260       (73,969 )   (d)     291  
Employee benefits payable               32,685     (d)     32,685  
Contract liabilities   Deferred revenue     37,222       41,959     (e)     79,181  
Current installments of long-term borrowings   Short-term secured debt     12,532                 12,532  
Other current liabilities               24,345     (d)     24,345  
Long-term borrowings, net excluding current installments   Long-term secured debt, net     1,749,342                 1,749,342  
Non-current operating lease liabilities               25,289     (f)     25,289  
Deferred tax liabilities   Deferred income tax liabilities, net     138,424                 138,424  
    Deferred revenue, net of current portion     41,959       (41,959 )   (e)      
Other non-current liabilities   Other long-term liabilities     27,322       (25,289 )   (f)     2,033  
Common stock   Common stock     106                 106  
Additional paid-in capital   Additional paid-in capital     864,367                 864,367  
Accumulated deficit   Accumulated deficit     (387,281 )               (387,281 )
Accumulated other comprehensive loss   Accumulated other comprehensive income (loss), net of tax   $ (4,681 )   $         $ (4,681 )

 

  a. Reclassification of $3,086 related to commissions and other contract costs from Other prepaid expenses and Other current assets to Contract assets.

  b. Reclassification of $27,493 of Other assets to Right-of-use assets - operating leases, Restricted cash, and Deferred income tax assets, net in the amounts of $25,096, $199, and $2,198, respectively.

  c. Reclassification of $37,511 from Equity method investments to Other non-current assets. Refer to note (b) above for the reclassification of $27,493 from Other assets.

 

9

 

 

  d. Reclassification of $73,969 of Accrued expenses and other current liabilities to Trade payables, Employee benefits payable, and Other current liabilities, in the amounts of $16,939, $32,685, and $24,345, respectively.

  e. Reclassification of $41,959 from Deferred revenue, net of current portion to Contract liabilities.

  f. Reclassification of $25,289 from Other long-term liabilities to Non-current operating lease liabilities.

 

The table below reflects certain adjustments made to present Iridium’s historical Consolidated Statement of Operations for the six months ended June 30, 2026 to conform with that of Rocket Lab’s historical consolidated statement of operations for the six months ended June 30, 2026 (in thousands):

 

10

 

 

Consolidated Statement of Operations presentation for the six months ended June 30, 2026
Rocket Lab   Iridium  

Iridium

Historical

    Reclassification     Note  

Iridium

Historical, as

Reclassified

 
Product revenues   Subscriber equipment   $ 40,986     $         $ 40,986  
Service revenues   Services     319,357       83,951     (a)     403,308  
    Engineering and support services     83,951       (83,951 )   (a)      
Cost of product revenues   Cost of subscriber equipment     26,492       9,057     (b)     35,549  
Cost of service revenues   Cost of services     100,950       89,335     (b)     190,285  
Research and development, net   Research and development     11,704                 11,704  
Selling, general and administrative   Selling, general, and administrative     112,823       9,212     (b)     122,035  
    Depreciation and amortization     107,604       (107,604 )   (b)      
Interest expense   Interest expense, net     (38,612 )     (3,247 )   (c)     (41,859 )
Interest income               3,247     (c)     3,247  
Loss on foreign exchange               (645 )   (d)     (645 )
Other income, net   Other expense, net     (642 )     (1,597 )   (d) (e)     (2,239 )
    Loss on equity method investments     (2,242 )     2,242     (e)      
Benefit (provision) for income taxes   Income tax expense     (11,952 )               (11,952 )

 

  a. Reclassification of $83,951 of Engineering and support services to Service revenues.

  b. Reclassification of $107,604 of Depreciation and amortization consisting of $9,057 to Cost of product revenues, $89,335 to Cost of service revenues, and $9,212 to Selling, general and administrative.

  c. Reclassification of $3,247 from Interest expense, net to Interest income.

  d. Reclassification of $645 from Other expense, net to Loss on foreign exchange.

  e. Reclassification of $2,242 from Loss on equity method investments to Other income, net.

 

The table below reflects certain adjustments made to present Iridium’s historical consolidated statement of operations for the year ended December 31, 2025 to conform with that of Rocket Lab’s historical consolidated statement of operations for the year ended December 31, 2025 (in thousands):

 

11

 

 

Consolidated Statement of Operations presentation for the year ended December 31, 2025
Rocket Lab   Iridium  

Iridium

Historical

    Reclassification     Note  

Iridium

Historical, as

Reclassified

 
Product revenues   Subscriber equipment   $ 81,109     $         $ 81,109  
Service revenues   Services     633,958       156,592     (a)     790,550  
    Engineering and support services     156,592       (156,592 )   (a)      
Cost of product revenues   Cost of subscriber equipment     50,426       18,233     (b)     68,659  
Cost of service revenues   Cost of services     197,577       178,146     (b)     375,723  
Research and development, net   Research and development     19,758                 19,758  
Selling, general and administrative   Selling, general, and administrative     157,711       13,828     (b)     171,539  
    Depreciation and amortization     210,207       (210,207 )   (b)      
Interest expense   Interest expense, net     (88,252 )     (5,277 )   (c)     (93,529 )
Interest income               5,277     (c)     5,277  
Loss on foreign exchange               (2,823 )   (d)     (2,823 )
Other income, net   Other expense, net     (2,915 )         (d) (e)     (2,915 )
    Loss on equity method investments     (2,823 )     2,823     (e)      
Benefit (provision) for income taxes   Income tax expense     (27,618 )               (27,618 )

 

  a. Reclassification of $156,592 of Engineering and support services to Service revenues.

  b. Reclassification of $210,207 of Depreciation and amortization consisting of $18,233 to Cost of product revenues, $178,146 to Cost of service revenues, and $13,828 to Selling, general and administrative.

  c. Reclassification of $5,277 from Interest expense, net to Interest income.

  d. Reclassification of $2,823 from Other expense, net to Loss on foreign exchange.

  e. Reclassification of $2,823 from Loss on equity method investments to Other expense, net.

 

Note 4 - Preliminary Purchase Price Allocation

 

Estimated Merger Consideration

 

The estimated aggregate Merger Consideration has been determined based on the volume weighted average price of shares of Rocket Lab Common Stock for the period of 10 consecutive trading days ending on August 7, 2026, the latest practicable date prior to the date of this Current Report on Form 8-K, of $69.3305.

 

The pro forma financial information reflects estimated aggregate consideration of approximately $7,589,872 for the Mergers, as calculated below.

 

The preliminary purchase consideration consists of the Cash Consideration and the Stock Consideration. The actual fair value at the Closing will vary based on inputs such as the market price of Rocket Lab Common Stock and the number of shares of Iridium Common Stock outstanding. An estimate of the preliminary purchase consideration is as follows (in thousands, except number of shares and per share amounts):

 

(in thousands, except price per share).       Estimated Purchase Price  
Shares of Iridium Common Stock outstanding at June 30, 2026   [A]     105,956,272  
Total Stock Consideration            
Exchange Ratio   [B]     0.3894  
Estimated shares of Rocket Lab Common Stock issuable to Iridium stockholders   [A] * [B] = [C]     41,259,372  

Multiplied by 10-day VWAP per share of Rocket Lab Common Stock ending August 7, 2026

   [D]   $ 69.33  

 

12

 

 

(in thousands, except price per share).       Estimated Purchase Price  
Estimated fair value of Stock Consideration    [C] * [D] = [E]     2,860,533  
Total Cash Consideration            
Cash Consideration per share    [F]   $ 27  
Total Cash Consideration    [A] * [F] = [G]     2,860,819  
Acquisition date fair value attributable to:            
Iridium RSU Awards       $ 80,682  
Iridium CSAR Awards¹         5,443  
Iridium Option Awards ²         7,674  
Total fair value from stock awards   [H]     93,799  
Pay-off of Iridium’s existing debt   [I]     1,774,721  
Total estimated preliminary consideration   [E] + [G] + [H] +[I]   $ 7,589,872  

 

¹These equity awards will be cash-settled in connection with the Mergers.
²Represents the estimated acquisition-date fair value of outstanding Iridium Option Awards which will be fully vested and exercisable and canceled at the Closing and converted into the right to receive the Merger Consideration in respect of each share of Iridium Common Stock covered by such Iridium Option Award, calculated net of the applicable exercise price.

 

In connection with the Mergers, outstanding Iridium RSU Awards and Iridium PSU Awards will be converted into Rocket Lab RSUs. A portion of the fair value of the converted RSUs and PSUs will be attributed to pre-combination service and included as a component of purchase consideration. The amount allocated to purchase consideration related to the converted RSUs is $80,682. In addition, Iridium Option Awards covering 153,694 shares of Iridium Common Stock will be converted into the right to receive the Merger Consideration in respect of those shares, calculated net of the applicable exercise price, and will be included as a component of purchase consideration at an estimated fair value of $7,674. The outstanding Iridium CSAR Awards covering 229,796 shares of Iridium Common Stock will be converted into the right to receive the Merger Consideration payable solely in cash, and are also included as a component of purchase consideration at an estimate fair value of $5,443.

 

Merger consideration sensitivity

 

The actual purchase price will fluctuate with the market price of shares of Rocket Lab Common Stock until the merger is consummated. As a result, the final purchase price could differ significantly from the current estimate, which could materially impact the unaudited pro forma financial statements. The Exchange Ratio mechanics cause changes in Rocket Lab Stock Price between $67.50 to $112.50 to result in immaterial differences to preliminary purchase consideration. For every $1 increase in the share price above the $112.50 threshold, preliminary purchase consideration is expected to increase by approximately $25,430. For every $1 decrease in the share price below the $67.50 threshold, preliminary purchase consideration is expected to decrease by approximately $42,383.

 

Any change in the value of equity awards allocated to purchase consideration due to a change in the Rocket Lab Stock Price is not expected to be significant.

 

Preliminary Purchase Price Allocation

 

For the preliminary estimate of fair values of assets acquired and liabilities assumed of Iridium, the Company used publicly available benchmarking information as well as a variety of other assumptions, including market participant assumptions. The Company has, and is expected to use, widely accepted income-based, market-based, and cost-based valuation approaches upon finalization of purchase accounting for the Purchase. Actual results may differ materially from the assumptions within this unaudited pro forma condensed combined financial information.

 

The unaudited pro forma adjustments are based upon available information and certain assumptions the Company believes are reasonable under the circumstances.

 

13

 

 

The following table summarizes the preliminary purchase price allocation as of the date of the Purchase (in thousands):

 

   

Estimated Fair

Value

 
Total estimated purchase price   $ 7,589,872  
Assets:        
Cash and cash equivalents     184,214  
Accounts receivable, net     104,515  
Contract assets     3,086  
Inventories     63,470  
Prepaids and other current assets     21,781  
Property, plant and equipment, net     1,927,018  
Intangible assets, net     4,329,338  
Right-of-use assets - operating leases     25,096  
Restricted cash     199  
Deferred income tax assets, net     2,198  
Other non-current assets     44,808  
Total assets acquired     6,705,723  
Liabilities:        
Trade payables     28,460  
Accrued expenses     291  
Employee benefits payable     32,685  
Contract liabilities     79,181  
Other current liabilities     24,345  
Non-current operating lease liabilities     25,289  
Deferred tax liabilities     1,125,351  
Other non-current liabilities     2,033  
Total liabilities assumed     1,317,635  
Identifiable net assets acquired     5,388,088  
Goodwill     2,201,784  
Total estimated purchase price   $ 7,589,872  

 

Note 5 – Purchase Adjustments

 

Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2026

 

  a. Reflects the adjustments to Cash and cash equivalents for the following (in thousands):

 

Description   Amount  
Cash Consideration   $ (2,860,819 )
Pay-off of Iridium’s existing debt     (1,774,721 )
Equity issuance cost     (18,000 )
Transaction costs paid at the Closing     (229,236 )
Total pro forma adjustment   $ (4,882,776 )

 

  b. Reflects transaction costs accrued and unpaid as of June 30, 2026, consisting of $11,292 recorded in Trade payables, $18,661 recorded in Accrued expenses, $211,883 of projected transaction costs in Accumulated deficit, and $12,600 in Prepaids and other current assets representing commitment fees related to the Bridge Facility.

 

  c.

Property, plant and equipment of Iridium, consisting primarily of its operational satellite constellation and ground infrastructure. Management considered the operational status of the constellation, recent technical assessments, the specialized nature of the assets, and a replacement cost analysis to determine a preliminary range of fair value of these assets. The recorded balance represents a point within that range. Amounts are subject to change upon completion of the valuation. The adjustment represents the portion of the stock-based compensation adjustment related to converted equity awards that is capitalized to PPE. See adjustment (j) for additional information regarding the related stock-based compensation expense recognized in the unaudited pro forma consolidated statement of operations.

 

  d. Reflects the adjustment of $4,246,672 for Intangible assets, net to equal preliminary fair value of $4,329,338.

 

14

 

  

  e. Represents the recognition of preliminary goodwill associated with the Purchase. Goodwill represents the total preliminary estimated Merger Consideration in excess of the fair value of the underlying net assets.

 

    As of June 30, 2026  
Estimated goodwill   $ 2,201,784  
Elimination of Iridium historical goodwill     (98,942 )
Net adjustment to goodwill   $ 2,102,842  

 

  f. Reflects the payoff of Iridium’s outstanding debt obligations in connection with the Mergers, including the elimination of the related debt balances and associated hedging assets and liabilities. The table below summarizes the impacted accounts included in the adjustment.

 

    As of June 30, 2026  
Other non-current assets   $ 7,100  
Current installments of long-term borrowings     12,532  
Long-term borrowings, net excluding current installments     1,749,342  

 

  g. Reflects the adjustment of $986,927 to Deferred tax liabilities arising from purchase adjustments which was calculated using a blended 23.24% U.S. federal, state, and local statutory tax rate, net of federal tax benefit, multiplied by the fair value adjustments made to assets acquired and liabilities assumed, excluding goodwill, net of the $313,719 adjustment for the release of Rocket Lab valuation allowances.

 

  h. The following table summarizes the pro forma adjustments for equity (in thousands):

 

   

Preferred

Stock

   

Common

Stock

   

Additional

paid-in

capital

   

Accumulated

other

comprehensive

loss

   

Accumulated

deficit

 
Elimination of Iridium’s historical equity balances   $     $ (106 )   $ (864,367 )   $ 4,681     $ 387,281  
Rocket Lab transaction-related costs(1)                             (211,883 )
Aggregate Stock Consideration             4,126       2,950,206                
Capitalization of Iridium converted equity awards(2)                             9,209  
Tax adjustments                             313,719  
Equity issuance cost                 (18,000 )            
Total pro forma adjustment   $     $ 4,020     $ 2,067,839     $ 4,681     $ 498,326  

 

(1)Mergers costs assumed to be incurred subsequent to June 30, 2026, further described in note (b).

(2)Refer to note (c).

 

Adjustments to the Unaudited Pro Forma Consolidated Statement of Operations for the six months ended June 30, 2026 and year ended December 31, 2025

 

  i. The table below shows the preliminary estimated fair value of each identifiable acquired intangible asset, their respective estimated useful lives, and straight-line amortization for each respective period.

 

              Pro Forma Amortization Expense  
(in thousands, except for useful lives)  

Preliminary

Fair Value

   

Estimated

Useful Life

(in years)

 

Six Months

Ended June

30, 2026

   

Year Ended

December 31,
2025

 
Spectrum   $ 3,315,500     Indefinite     N/A       N/A  
Customer Relationships     447,379     15     14,913       29,825  
Technology     566,459     15     18,882       37,765  
Total   $ 4,329,338         $ 33,795     $ 67,590  
Less: Historical amortization expense                 4,262     $ 3,949  
Total pro forma adjustment for amortization expense               $ 29,533     $ 63,641  

 

15

 

 

Increase in amortization expense reflected in the pro forma statement of operations during the six months ended June 30, 2026 and the year ended December 31, 2025, respectively consisted of the following (in thousands):

 

    Six Months Ended June 30, 2026  
   

Historical

Amortization

Expense

(Note 3)

   

Pro Forma

Amortization

Expense

   

Total Pro

Forma

Adjustment

 
Cost of product revenues   $     $ 1,742     $ 1,742  
Cost of service revenues     217       17,140       16,923  
Selling, general and administrative     4,045       14,913       10,868  
Total amortization expense   $ 4,262     $ 33,795     $ 29,533  

 

    Year Ended December 31, 2025  
   

Historical

Amortization

Expense

(Note 3)

   

Pro Forma

Amortization

Expense

   

Total Pro

Forma

Adjustment

 
Cost of product revenues   $     $ 3,514     $ 3,514  
Cost of service revenues     434       34,251       33,817  
Selling, general and administrative     3,515       29,825       26,310  
Total amortization expense   $ 3,949     $ 67,590     $ 63,641  

 

  j. Reflects adjustment to stock based compensation expense for the following equity awards (in thousands):

 

   

Six Months Ended

June 30, 2026

   

Year Ended

December 31, 2025

 
Iridium RSU Awards converted to Rocket Lab RSUs   $ 21,824     $ 55,070  
Iridium PSU Awards converted to Rocket Lab RSUs     4,062       7,845  
Iridium CSAR Awards     909       2,581  
Iridium Option Awards           564  
Total pro forma adjustment   $ 26,795     $ 66,060  

 

Stock based compensation expense recorded in the pro forma statement of operations during the six months ended June 30, 2026 and the year ended December 31, 2025, respectively consisted of the following:

 

   

Six Months Ended

June 30, 2026

   

Year Ended

December 31, 2025

 
Cost of product revenues   $ 6     $ 32  
Cost of service revenues     7,164       26,111  
Research and development, net     548       2,317  
Selling, general and administrative     19,077       37,600  
Total pro forma adjustment   $ 26,795     $ 66,060  

 

  k. Reflects the accrual of estimated Mergers costs of $21,000 for the six months ended June 30, 2026 and $190,883 for the year ended December 31, 2025 related to advisory, legal, and other professional fees.

 

  l. Reflects the elimination of historical interest expense of $41,859 for the six months ended June 30, 2026 and $93,529 for the year ended December 31, 2025 associated with Iridium’s debt obligations, which are extinguished as part of the Mergers. The adjustment also removes the historical amortization of deferred financing costs for the debt obligations and impacts of the associated interest rate cap.

 

  m. Reflects the income tax effect of the pro forma adjustments, including the release of Rocket Lab’s historical U.S. valuation allowance, which is equal to the U.S. valuation allowance disclosed in the Company’s 2024 Annual Report on Form 10-K. Iridium’s pro forma adjustments were calculated using a blended 23.24% U.S. federal, state, and local statutory tax rate, net of the federal tax benefit. The total pro forma income tax impact also includes a tax benefit related to Rocket Lab’s 2025 U.S. activity, calculated using a 24% statutory tax rate. No tax benefit was calculated for third-party transaction costs, pending a complete analysis of deductibility. The effective tax rate of the combined company could differ significantly from what is presented in these unaudited pro forma financial statements for a variety of reasons, including post-acquisition activities.

 

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Note 6 – Financing Adjustments

 

Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2026

 

  a. The table below reflects the adjustments to cash and cash equivalents for the following (in thousands):

 

Description   Amount  
Gross proceeds from Bridge Facility   $ 3,600,000  
Less: Bridge Facility issuance costs     (25,660 )
Total pro forma adjustment   $ 3,574,340  

 

The deferred issuance costs are presented as a direct deduction from the related debt balance. As a result, the pro forma balance sheet reflects Bridge Facility, net of $3,574,340.

 

Adjustments to the Unaudited Pro Forma Consolidated Statement of Operations for the six months ended June 30, 2026 and year ended December 31, 2025

 

  b. The table below reflects the adjustments to interest expense in connection with the expected borrowings under the Bridge Facility:

 

   

Six Months Ended

June 30, 2026

   

Year Ended

December 31, 2025

 
Effective interest amortization of Bridge Facility   $ 141,357     $ 285,669  
Total pro forma adjustment   $ 141,357     $ 285,669  

 

As of June 30, 2026, the effective interest rate of the Bridge Facility is approximately 8.0%. A change of 0.125% in the annual interest rate would change pro forma Interest expense by approximately $2,252 for the six months ended June 30, 2026 and $4,550 for the year ended December 31, 2025, assuming the full outstanding principal balance of the Bridge Facility remains outstanding.

 

  c. Reflects the income tax effect of the pro forma financing adjustments. The income tax effect was calculated using a blended statutory tax rate of 23.24%, representing the combined U.S. federal, state, and local tax rate, net of the federal benefit associated with state and local income taxes. The effective tax rate of the combined company could differ significantly from what is presented in these unaudited pro forma financial statements for a variety of reasons, including post-acquisition activities.

 

Note 7 – Earnings (Loss) Per Share

 

For the six months ended June 30, 2026, and the year ended December 31, 2025, pro forma combined basic net income (loss) per share is calculated using the historical Rocket Lab weighted average shares outstanding during each period inclusive of the assumed issuance of 41,259,372 and 40,855,184 shares respectively of Rocket Lab Common Stock issued to Iridium stockholders. The shares issued as consideration are assumed to be outstanding at the beginning of the earliest period presented, and are therefore included in the weighted average shares outstanding for all periods presented. For the six months ended June 30, 2026, and the year ended December 31, 2025, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the combined pro forma net loss resulting in potentially dilutive shares being anti-dilutive.

 

The pro forma combined weighted average basic shares outstanding were calculated as follows (in thousands, except number of shares and per share amounts):

 

   

Six Months

Ended June 30,

2026

   

Year Ended

December 31,

2025

 
Pro forma net income (loss)   $ (154,677 )   $ (203,038 )
Weighted average common shares outstanding—                
Historical Rocket Lab weighted average common shares outstanding     617,625,210       530,664,781  

 

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Six Months

Ended June 30,

2026

   

Year Ended

December 31,

2025

 
Shares of Rocket Lab Common Stock issued in the Mergers     41,259,372       40,855,184  
Iridium Options, as converted     59,848       76,104  
Pro forma Rocket Lab weighted average common shares outstanding     658,944,430       571,596,069  
Pro forma combined basic and diluted net income (loss) per share   $ (0.23 )   $ (0.36 )

 

Stock Consideration for the Mergers—Stock Price Range Sensitivity Analysis

 

The Stock Consideration portion of the Merger Consideration will be subject to a range based on the Exchange Ratio, as discussed in Note 4 above. As the Stock Consideration paid as part of the Merger Consideration is subject to the Rocket Lab Stock Price, the number of shares to be issued as Stock Consideration could vary, impacting pro forma basic and diluted weighted average shares outstanding and pro forma basic and diluted net income (loss) per share. The assumed Stock Consideration of $2,860,533 above is based on an Exchange Ratio of 0.3894, as the ten day volume weighted average price per share of Rocket Lab Common Stock ending on August 7, 2026 was between the minimum and maximum range of the Exchange Ratio as set forth in the Merger Agreement.

 

The following sensitivity analysis illustrates the impact to pro forma basic and diluted shares outstanding and pro forma basic and diluted net income (loss) per share if the Stock Consideration paid in connection with the Mergers was converted at both the minimum and maximum ends of the Exchange Ratio (in thousands, except per share amounts):

 

    Six Months Ended June 30, 2026     Year Ended December 31, 2025  
    Minimum     Maximum     Minimum     Maximum  
Shares of Iridium Common Stock as of June 30, 2026     105,956,272       105,956,272       105,956,272       105,956,272  
Rocket Lab Stock Price (minimum and maximum ends of range)   $ 67.50     $ 112.50     $ 67.50     $ 112.50  
Exchange Ratio (minimum and maximum ends of range)     0.4000       0.2400       0.4000       0.2400  
                                 
Historical Rocket Lab weighted average common shares outstanding     617,625,210       617,625,210       530,664,781       530,664,781  
Stock Consideration, as converted     42,382,509       25,429,505       42,382,509       25,429,505  
Iridium Options, as converted     59,848       59,848       76,104       76,104  
Pro forma Rocket Lab weighted average common shares outstanding     660,067,567       643,114,563       573,123,394       556,170,390  
Pro forma combined basic net income (loss) per share   $ (0.23 )   $ (0.24 )   $ (0.35 )   $ (0.37 )

  

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