Virgin Galactic Holdings Inc SEC Filings

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.

Virgin Galactic Holdings, Inc. is registering up to $45,588,728.57 of common stock for issuance and sale through its existing at-the-market equity program with Jefferies LLC. This restores capacity that was previously reduced on an earlier shelf registration to make room for a registered direct offering tied to convertible senior note refinancing, keeping the at-the-market program’s total potential offering size at $300,000,000.

Under an Open Market Sale Agreement, Jefferies may sell Virgin Galactic common stock on the New York Stock Exchange as an “at the market offering,” receiving up to 3.0% of gross sales as commission. Virgin Galactic intends to use any net proceeds primarily to 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 strategic investments.

Virgin Galactic Holdings, Inc. is overhauling its capital structure through linked debt and equity transactions. The company agreed to repurchase approximately $354.6 million in principal of its 2.50% convertible senior notes due 2027 using cash from a registered direct equity offering and a new private placement of debt and warrants. It plans to raise about $45.6 million by selling common shares and pre-funded warrants in a registered offering, with a maximum of 10.6 million shares of common stock and shares underlying pre-funded warrants, priced off a volume-weighted average price and a defined minimum price. In a concurrent private placement, Virgin Galactic will issue about $202.6 million of 9.80% First Lien Notes due 2028 and warrants to buy up to roughly 30.3 million shares. After these transactions, the outstanding principal on the existing convertible notes is expected to fall from $425.0 million to about $70.4 million. Closing is scheduled for December 18, 2025, subject to customary conditions.

Virgin Galactic Holdings is raising approximately $45.6 million in a registered direct offering of common stock, pre-funded warrants, and the shares issuable upon warrant exercise. The aggregate offering price of the common stock and pre-funded warrants is $45,588,728.57, with pricing based on a volume-weighted average price and a Minimum Price framework, including a Minimum Price of $4.32 per share. Pre-funded warrants carry a de minimis exercise price of $0.0001 per share, are exercisable starting six business days after issuance, and are subject to ownership caps generally set at 4.9%, with an option to increase up to 9.9%.

Concurrently, the company plans a private placement of 9.80% first lien notes due 2028 and additional purchase warrants, and has arranged cash repurchases of a portion of its 2.50% Convertible Senior Notes due 2027. Net proceeds from the registered offering, together with any proceeds from the new notes and purchase warrants, are intended primarily to fund these note repurchases and related costs. The filing highlights risks around potential dilution, higher secured leverage and restrictive covenants, lack of a trading market for the pre-funded warrants, and the possibility that one or more of the interconnected transactions may not close as anticipated.

Virgin Galactic Holdings, Inc. is updating its at-the-market stock offering, now covering up to $254,411,271.43 of common stock under its existing Sales Agreement with Jefferies. This reduces the prior capacity of $300,000,000 while keeping the Sales Agreement itself unchanged. From November 6, 2024 through this supplement date, the company has already sold 34,142,965 shares for gross proceeds of $138,259,285.16, leaving $116,151,986.27 available under the supplemented prospectus. The company also plans to file a new registration statement for an additional $45,588,728.57 that may be sold under the same Sales Agreement.

Virgin Galactic plans to use net proceeds to 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 and potential debt repayment. Shares may be sold from time to time on the NYSE, where the stock trades under the symbol SPCE and last closed at $4.55 on December 8, 2025. Jefferies will act as sales agent on a best-efforts basis for a commission of up to 3.0% of the gross sales price.

Virgin Galactic (SPCE) reported Q3 2025 results with a narrower loss and continued development spending. Revenue was $365 thousand, and net loss was $64.4 million, or $1.09 per share. Operating loss was $66.2 million as expenses trended lower year over year.

Liquidity comprised cash, cash equivalents and restricted cash of $158.8 million and marketable securities of $264.8 million as of September 30, 2025. The company continued using its 2024 at‑the‑market program, selling 30.0 million shares for $109.2 million in gross proceeds during the nine-month period; cumulatively, 34.1 million shares have raised $138.3 million in gross proceeds since inception. Convertible senior notes due 2027 remain at $425.0 million principal.

Management plans to open tranches of sales reservations in the first quarter of 2026 and holds approximately 675 reservations, representing about $189 million in expected future spaceflight revenue upon completion. The flight test program for Delta Class spaceships is expected to commence in the third quarter of 2026, with the first commercial research spaceflight in the fourth quarter of 2026 and private astronaut flights six to eight weeks later.

The company executed an MOU to settle the Lavin class action for $8.5 million, with about $6.1 million expected from insurers; a $2.4 million net settlement expense was recorded year‑to‑date.

Virgin Galactic Holdings, Inc. furnished an 8-K announcing it issued a press release with financial and other results for the fiscal quarter ended September 30, 2025. The press release is included as Exhibit 99.1 and incorporated by reference.

The company states the information furnished (including Exhibit 99.1) is not deemed “filed” under Section 18 of the Exchange Act and is not subject to its liabilities, except as expressly incorporated by reference.

Virgin Galactic (SPCE) reported an insider transaction by officer Aparna Chitale (CPO & EVP, Customer Operations). On 10/21/2025, 51 shares of common stock were withheld at $4.14 per share under transaction code F, which reflects shares withheld to cover taxes upon the quarterly vesting of restricted stock units granted on September 30, 2021. Following this administrative withholding, the reporting person directly beneficially owns 8,787 shares.

Douglas T. Ahrens, Chief Financial Officer of Virgin Galactic Holdings, Inc. (SPCE), reported Section 16 transactions dated 10/07/2025. The report shows 1,377 restricted stock units converted into common shares at no cash price as vested RSUs were settled, and the issuer withheld 742 and 458 shares to satisfy tax-withholding obligations at $4.08 per share. After these transactions the reporting person beneficially owns 24,440 shares of common stock and holds derivative RSU interests covering 8,260 shares that remain unvested from the March 16, 2023 award. The RSU grant vests 25% on March 16, 2024, with the remaining 75% scheduled to vest in 12 quarterly installments beginning 06/16/2024, and may be settled in stock or cash upon vesting. The form was signed by an attorney-in-fact on 10/08/2025.