34 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2023 and December 31, 2022, the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively, the consolidated financial statements), and our report dated February 15, 2024 expressed an unqualified opinion on those consolidated financial statements.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and December 31, 2023, the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated February 13, 2025 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
18 unchanged sentences
Other Information
+Added: During the three months ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
4 unchanged sentences
Directors, Executive Officers and Corporate Governance
−Removed: The information required by this Item is incorporated by reference to the sections of our 2024 Proxy Statement entitled “Board of Directors and Committees,” “Election of Directors,” “Management” and “Delinquent Section 16(a) Reports.”
+Added: The information required by this Item is incorporated by reference to the sections of our 2025 Proxy Statement entitled “Information Regarding the Board of Directors and Committees and Corporate Governance,” “Election of Directors,” “Management,” and “Delinquent Section 16(a) Reports.”
Executive Compensation
−Removed: The information required by this Item is incorporated by reference to the sections of our 2024 Proxy Statement entitled “Compensation Discussion and Analysis,” “Executive Compensation” and “Director Compensation.”
+Added: The information required by this Item is incorporated by reference to the sections of our 2025 Proxy Statement entitled “Compensation Discussion and Analysis,” “Executive Compensation” (excluding the information under the subheading “Pay Versus Performance”) and “Director Compensation.”
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
9 unchanged sentences
Report of KPMG LLP, Independent Registered Public Accounting Firm
−Removed: Report of Ernst & Young LLP, Independent Registered Public Accounting Firm
Consolidated Balance Sheets
8 unchanged sentences
3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation dated May 12, 2015, incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on May 15, 2015.
−Removed: 3.3 Amended and Restated Bylaws, incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K filed with the SEC on May 15, 2015.
+Added: 3.3 Amended and Restated Bylaws, incorporated by reference to Exhibit 3.
+Added: 1 of the Registrant’s Current Report on Form 8-K filed with the SEC on December 5, 202 4 .
4.1 Specimen Common Stock Certificate, incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-1 (Registration No.
333-147722) filed with the SEC on February 4, 2008.
−Removed: 4.2 Description of the Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 25, 2020.
+Added: 4.2 Description of the Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended .
Amendment and Restatement Agreement, dated September 20, 2023, among Iridium Holdings LLC, Iridium Communications Inc., Iridium Satellite LLC, Various Lenders, and Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 20, 2023.
+Added: 10.2# Amendment No.
+Added: 1, dated as of March 25, 2024, to the Amended and Restated Credit Agreement, dated September 20, 2023, among Iridium Holdings LLC, Iridium Communications Inc., Iridium Satellite LLC, various lenders, and Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 27 , 202 4 .
+Added: Amendment No.
+Added: 2, dated as of June 4, 2024, among Iridium Holdings LLC, Iridium Satellite LLC, the other guarantors party thereto, the various lenders party thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 5, 2024.
+Added: Amendment No.
+Added: 3, dated as of July 30, 2024, to the Amended and Restated Credit Agreement, dated September 20, 2023, among Iridium Holdings LLC, Iridium Communications Inc., Iridium Satellite LLC, various lenders, and Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 30, 2024.
10.5 Security Agreement dated November 4, 2019 among Iridium Carrier Holdings LLC, Iridium Carrier Services LLC, Iridium Constellation LLC, Iridium Government Services LLC, Iridium Holdings LLC, Iridium Satellite LLC, and Deutsche Bank AG New York Branch, as Collateral Agent, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 4, 2019.
12 unchanged sentences
Desch, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 5, 2011.
+Added: 10.15* Employment Agreement, dated as of December 27, 2024, by and between the Registrant and Vincent J.
10.16* Employment Agreement, dated as of March 31, 2010, by and between the Registrant and Thomas J.
10 unchanged sentences
10.22* Amended and Restated Performance Share Program established under the Iridium Communications Inc.
−Removed: Amended and Restated 2015 Equity Incentive Plan, incorporated by reference to Exhibit 10.
−Removed: 1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 19 , 20 22 .
+Added: Amended and Restated 2015 Equity Incentive Plan .
10.23* Form of Performance Share Award Grant Notice and Performance Share Award Agreement for use in connection with the Performance Share Program established under the Iridium Communications Inc.
−Removed: 2015 Equity Incentive Plan, incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 20, 2023.
+Added: 2015 Equity Incentive Plan , incorporated by reference to Exhibit 10.
+Added: 2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 18 , 202 4 .
10.24* Iridium Communications Inc.
2 unchanged sentences
2012 Equity Incentive Plan, incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 23, 2012.
−Removed: Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement for use in connection with the Iridium Communications Inc.
−Removed: 2012 Equity Incentive Plan, incorporated by reference to Exhibit 99.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 23, 2012.
10.26* Non-Employee Director Compensation Plan dated December 5 , 202 4 .
10.27* Iridium Communications Inc.
−Removed: 202 3 Performance Bonus Plan, incorporated herein by reference to Exhibit 10.
−Removed: 3 of the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 20 , 202 3 .
+Added: 202 4 Performance Bonus Plan, incorporated herein by reference to Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 18 , 202 4 .
10.28* Iridium Communications Inc.
−Removed: Amended and Restated 2015 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.
−Removed: 1 to the R egistrant's Current Report on F orm 8- K, filed wi th the SEC on May 5, 2023 .
+Added: Amended and Restated 2015 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 5, 2023.
10.29* Forms of Option Grant Notice and Option Agreement for use in connection with the Iridium Communications Inc.
1 unchanged sentence
10.30* Forms of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement for use in connection with the Iridium Communications Inc.
−Removed: Amended and Restated 2015 Equity Incentive Plan.
+Added: Amended and Restated 2015 Equity Incentive Plan, incorporated by reference to Exhibit 10.27 of the Registrant’s Annual Report on Form 10-K filed with the SEC on February 15, 2024.
10.31* Forms of Non-Employee Director Option Grant Notice and Non-Employee Director Option Agreement for use in connection with the Iridium Communications Inc.
2 unchanged sentences
2015 Equity Incentive Plan, incorporated by reference to Exhibit 10.5 of the Registrant’s Current Report on Form 8-K filed with the SEC on May 15, 2015.
−Removed: UK Sub-Plan of the Iridium Communications Inc.
−Removed: 2015 Equity Incentive Plan, incorporated by reference to Exhibit 10.40 of the Registrant’s Annual Report on Form 10-K filed with the SEC on February 11, 2021.
−Removed: Forms of UK Option Grant Notice and UK Option Agreement for use in connection with the Iridium Communications Inc.
−Removed: Amended and Restated 2015 Equity Incentive Plan, incorporated by reference to Exhibit 10.7 of the Registrant’s Current Report on Form 8-K filed with the SEC on May 15, 2015.
−Removed: Forms of UK Restricted Stock Unit Award Grant Notice and UK Restricted Stock Unit Award Agreement for use in connection with the Iridium Communications Inc.
−Removed: Amended and Restated 2015 Equity Incentive Plan, incorporated by reference to Exhibit 10.42 of the Registrant's Annual Report on Form 10-K filed with the SEC on February 11, 2021.
−Removed: Forms of UK Non-Employee Director Option Grant Notice and UK Non-Employee Director Option Agreement for use in connection with the Iridium Communications Inc.
−Removed: Amended and Restated 2015 Equity Incentive Plan, incorporated by reference to Exhibit 10.9 of the Registrant’s Current Report on Form 8-K filed with the SEC on May 15, 2015.
−Removed: Forms of UK Non-Employee Director Restricted Stock Unit Award Grant Notice and UK Non-Employee Director Restricted Stock Unit Award Agreement for use in connection with the Iridium Communications Inc.
−Removed: Amended and Restated 2015 Equity Incentive Plan, incorporated by reference to Exhibit 10.10 of the Registrant’s Current Report on Form 8-K filed with the SEC on May 15, 2015.
−Removed: 16.1 Letter from Ernst & Young LLP dated March 4, 2022 to the Securities and Exchange Commission regarding change in certifying accountant, incorporated by reference to Exhibit 16.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on March 4, 2022.
+Added: 19.1 Iridium Communications Inc.
+Added: Insider Trading Policy.
21.1 List of Subsidiaries.
23.1 Consent of KPMG LLP, independent registered public accounting firm.
−Removed: 23.2 Consent of Ernst & Young LLP, independent registered public accounting firm.
31.1 Certification of Chief Executive Officer pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.
2 unchanged sentences
Iridium Communications Inc.
−Removed: Incentive Compensation Recoup ment Policy.
−Removed: 101.INS XBRL Instance Document
−Removed: 101.SCH XBRL Taxonomy Extension Schema
−Removed: 101.CAL XBRL Taxonomy Extension Calculation Linkbase
−Removed: 101.DEF XBRL Taxonomy Extension Definition Linkbase
−Removed: 101.LAB XBRL Taxonomy Extension Label Linkbase
−Removed: 101.PRE XBRL Taxonomy Extension Presentation Linkbase
+Added: Incentive Compensation Recoupment Policy, incorporated by reference to Exhibit 97.1 of the Registrant’s Current Report on Form 10-K filed with the SEC on February 15, 2024.
+Added: 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document)
+Added: 101.SCH Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
9 unchanged sentences
February 13, 2025 By:
−Removed: /s/ Thomas J.
+Added: /s/ Vincent J.
Chief Financial Officer
4 unchanged sentences
Desch (Principal Executive Officer)
−Removed: /s/ Thomas J.
−Removed: Fitzpatrick Chief Financial Officer, Chief Administrative Officer and Director February 15, 2024
−Removed: Fitzpatrick (Principal Financial Officer)
+Added: /s/ Vincent J.
+Added: O’Neill Chief Financial Officer February 13, 2025
+Added: O’Neill (Principal Financial Officer)
/s/ Timothy P.
5 unchanged sentences
Canfield Director February 13, 2025
+Added: /s/ Thomas J.
+Added: Fitzpatrick Director February 13, 2025
Anthony Frazier Director February 13, 2025
Anthony Frazier
−Removed: Harman Director February 15, 2024
Krongard Director February 13, 2025
7 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.