Virgin Galactic Holdings Inc SEC Filings

Virgin Galactic Holdings, Inc. is registering 68,061,371 shares of common stock for resale by existing holders, not for a new capital raise. The shares consist of 31,734,751 shares issuable upon exercise of 9.80% first lien purchase warrants at an exercise price of $6.696 per share, and 36,326,620 shares issuable upon redemption of 9.80% first lien notes due 2028. These securities were originally issued in a December 18, 2025 private placement in which the company also repurchased approximately $354.6 million of its 2.50% convertible senior notes due 2027 and issued $212.5 million in new notes. The company will not receive proceeds from any resale of shares by the selling stockholders, but will receive cash only if purchase warrants are exercised. Beneficial ownership of each selling holder is capped at generally 4.9%, with the option to increase up to 9.9% upon notice, limiting any single holder’s ownership from these instruments.

Virgin Galactic Holdings, Inc. has filed a registration statement covering the resale of up to 68,061,371 shares of its common stock by existing investors. These shares may be issued in the future upon (i) exercise of purchase warrants for 31,734,751 shares at an exercise price of $6.696 per share and (ii) redemptions of $212.5 million of 9.80% first lien notes due 2028 that can be settled in cash, stock, or a mix, subject to pricing and exchange rules. The company will not sell any shares directly in this offering and will not receive proceeds from stockholder resales, other than any cash paid upon warrant exercises. The registration fulfills obligations under a registration rights agreement entered into in connection with a December 18, 2025 refinancing in which the company repurchased $354.6 million of its 2.50% convertible senior notes due 2027 and issued new notes and warrants.

Virgin Galactic Holdings, Inc. is offering up to $45,588,728.57 of its common stock through its existing at-the-market sales program with Jefferies LLC. This restores the same amount of capacity that was previously reduced to facilitate a registered direct offering tied to convertible senior note refinancing transactions. Shares may be sold from time to time on the NYSE at prevailing market prices, with Jefferies acting as sales agent and earning up to a 3.0% commission on gross sales.

The company plans to use any net proceeds to further accelerate development and production of its next-generation spaceflight fleet, including an additional mothership and third and fourth Delta Class spaceships, and for general corporate purposes such as working capital, administrative needs, potential debt repayment and possible complementary investments or acquisitions.

Virgin Galactic Holdings, Inc. CEO and President Michael Colglazier, who is also a director, reported routine equity award activity. On 12/30/2025, 2,272 restricted stock units were converted into common stock at an exercise price of $0. On the same date, the issuer withheld 1,224 and 797 common shares at $3.15 per share to cover tax obligations tied to RSU vesting from grants made on March 17, 2022 and March 16, 2023.

After these transactions, Colglazier beneficially owned 33,792 common shares directly, plus indirect holdings of 15,892 shares in a family revocable trust and 1,692 shares in each of two family trusts for his sons. He also held 11,364 unvested RSUs from the March 16, 2023 grant, which convert into common stock on a one-for-one basis and vest 25% on March 16, 2024 with the remaining 75% in 12 quarterly installments beginning June 16, 2024, subject to continued service.

Virgin Galactic Holdings, Inc. CFO reports equity transactions under Form 4. Chief Financial Officer Douglas T. Ahrens reported activity in Virgin Galactic common stock on 12/30/2025 related to previously granted restricted stock units (RSUs). He acquired 1,376 shares of common stock at $0 upon the vesting and conversion of RSUs, and the company withheld 741 shares and 458 shares at a price of $3.15 per share to satisfy tax withholding obligations on RSUs granted on March 16, 2023 and March 16, 2022, respectively. After these transactions, he directly owned 24,617 shares of common stock and held 6,884 unvested RSUs from the March 16, 2023 grant, which continue to vest in scheduled quarterly installments.

Virgin Galactic Holdings reported an insider equity transaction by its CPO & EVP, Customer Operations. On 12/30/2025, 525 restricted stock units were converted into common stock at an exercise price of $0. On the same date, the company withheld 283 shares from RSUs granted on March 16, 2023 and 153 shares from RSUs granted on March 16, 2022 to cover the reporting person’s tax obligations at a price of $3.15 per share. After these transactions, the officer directly held 8,876 shares of common stock and 2,622 unvested restricted stock units from the March 16, 2023 grant, which vest over a scheduled quarterly timetable.

Virgin Galactic Holdings, Inc. has overhauled its capital structure by repurchasing approximately $354.6 million of its 2.50% convertible senior notes due 2027, cutting the outstanding amount to about $70.4 million. The company funded this mainly through a mix of equity and new debt: a registered direct sale of roughly 2.2 million common shares and pre-funded warrants for about 8.4 million shares, plus a concurrent private placement of about $212.5 million of new 9.80% first lien notes due 2028 and warrants to buy roughly 31.7 million shares at $6.696 per share. The new notes are secured by first-priority liens on substantially all company and subsidiary assets, pay 9.80% interest, mature in 2028, and include mandatory quarterly redemptions and customary covenants and events of default.

Virgin Galactic Holdings, Inc. executive Sarah E. Kim reported a routine equity transaction involving a small number of shares. On December 16, 2025, 42 shares of common stock were withheld by the company at a price of $3.02 per share to cover her tax withholding obligation when restricted stock units granted on December 5, 2022 vested. After this tax-related withholding, she beneficially owns 7,025 shares of Virgin Galactic common stock directly.