8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 8, 2022

Iridium Communications Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33963	26-1344998
(State or other jurisdiction<br>of incorporation)	(Commission<br>File Number)	(I.R.S. Employer<br>Identification No.)

1750 Tysons Boulevard

Suite 1400

McLean, VA 22102

(Address of principal executive offices)

703-287-7400

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
---	---
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
---	---
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))
---	---

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange<br>on which registered
Common Stock, $0.001 par value	IRDM	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On December 8, 2022, Iridium Communications Inc. issued a press release announcing that its Board of Directors had initiated a quarterly dividend and declared a cash dividend on its common stock of $0.13 per share. The dividend is payable on March 30, 2023, to stockholders of record as of March 15, 2023. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release dated December 8, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).*
*	Submitted electronically with this Report in accordance with the provisions of Regulation S-T
---	---

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		IRIDIUM COMMUNICATIONS INC.
Date: December 8, 2022	By:	/s/ Thomas J. Fitzpatrick
		Name:        Thomas J. Fitzpatrick
		Title:          Chief Financial Officer

EX-99.1

Exhibit 99.1

Media Contact:<br> <br><br><br><br>Jordan Hassin<br> <br>Iridium Communications Inc.<br><br><br>Jordan.Hassin@Iridium.com<br> <br>+1 (703) 287-7421<br> <br>Twitter: @Iridiumcomm	Investor Contact:<br> <br><br><br><br>Kenneth Levy<br> <br>Iridium Communications Inc.<br><br><br>Ken.Levy@Iridium.com<br> <br>+1 (703) 287-7570

Iridium Announces Quarterly Dividend Program

McLean, VA., December 8, 2022—Iridium Communications Inc. (Nasdaq: IRDM) today announced that its Board of Directors has initiated a quarterly dividend program and declared the first ever cash dividend on its common stock of $0.13 per share. The dividend is payable on March 30, 2023, to stockholders of record at close of business on March 15, 2023. Iridium intends to pay regular quarterly dividends, with each payment subject to Board approval.

This program continues Iridium’s commitment to rewarding its shareholders, joining two previously authorized share repurchase programs that total $600 million. Iridium has repurchased approximately $413 million worth of its common stock as of the end of the third quarter of 2022 and will continue to be disciplined in that program’s execution. Iridium also expects to remain within its target leverage range of 2.5 times to 3.5 times operational EBITDA (earnings before interest, income taxes, depreciation, and amortization) at the end of 2023.

“By remaining focused on our mission of connecting people and “things” from anywhere on the planet, we continue to see record subscriber and free cash flow growth. As a result, Iridium is once again positioned to reward its shareholders,” said Matt Desch, CEO, Iridium. “As we look towards 2023, we remain committed to innovations that exploit the unique capabilities of our network and further our value and position as an industry leader.”

The Company also recently participated in several investor conferences, some of which provide post-event replays that are accessible at https://investor.iridium.com/events

For more information about Iridium visit: www.iridium.com

Iridium Communications Inc. ****

Iridium^®^ is the only mobile voice and data satellite communications network that spans the entire globe. Iridium enables connections between people, organizations and assets to and from anywhere, in real time. Together with its ecosystem of partner companies, Iridium delivers an innovative and rich portfolio of reliable solutions for markets that require truly global communications. In 2019, the company completed a generational upgrade of its satellite network and launched its new specialty broadband service, Iridium Certus^®^. Iridium Communications Inc. is headquartered in McLean, Va., U.S.A., and its common stock trades on the Nasdaq Global Select Market under the ticker symbol IRDM. For more information about Iridium products, services and partner solutions, visit www.iridium.com.

Statements in this press release that are not purely historical facts may constitute forward-looking statements as defined in the Private SecuritiesLitigation Reform Act of 1995. Forward-looking statements include statements regarding Iridium’s expectations with respect to amount and timing of dividends and share repurchases, as well as net leverage. Forward-lookingstatements can be identified by the words “anticipates,” “may,” “can,” “believes,” “expects,” “projects,” “intends,” “likely,” “will,” “to be” andother expressions that are predictions or indicate future events, trends or prospects. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievementsof Iridium to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, uncertainties regarding customer demand forIridium’s products and services, including demand from the U.S. government; Iridium’s ability to maintain the health, capacity and content of its satellite constellation, the development of and market for Iridium’s products andservices, and Iridium’s ability to complete its share repurchase programs, as well as general industry and economic conditions, and competitive, legal, governmental and technological factors. Other factors that could cause actual results todiffer materially from those indicated by the forward-looking statements include those factors listed under the caption “Risk Factors” in the Company’s Form 10-K for the year endedDecember 31, 2021, filed with the Securities and Exchange Commission (“SEC”) on February 17, 2022, and the Company’sForm 10-Q for the quarter ended September 30, 2022, filed with the SEC on October 20, 2022, as well as other filings Iridium makeswith the SEC from time to time. There is no assurance that Iridium’s expectations will be realized. If one or more of these risks or uncertainties materialize, or if Iridium’s underlying assumptions prove incorrect, actual results may varymaterially from those expected, estimated or projected. Iridium’s forward-looking statements are based on information available to it as of the date of this press release and speak only as of the date of this press release, and Iridiumundertakes no obligation to update forward-looking statements.

###