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Virgin Galactic (NYSE: SPCE) swaps $52,479,000 of 2027 notes for equity

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Form Type
8-K/A

Rhea-AI Filing Summary

Virgin Galactic Holdings, Inc. amended a prior report to confirm it has closed a privately negotiated exchange of part of its 2.50% Convertible Senior Notes due 2027. The company exchanged $52,479,000 in principal plus accrued interest for 17,350,341 shares of common stock and pre-funded warrants.

This transaction reduces the outstanding 2027 notes by approximately 75%, from $70.4 million to $17.9 million in aggregate principal, which helps manage liquidity and strengthen the balance sheet as the company prepares for planned commercial operations in the fourth quarter of 2026. The securities were issued in a private, unregistered offering to qualified institutional buyers and institutional accredited investors under Section 4(a)(2) of the Securities Act.

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Insights

Virgin Galactic converts most 2027 notes into equity, easing near-term debt.

Virgin Galactic completed a privately negotiated exchange of 2.50% Convertible Senior Notes due 2027. It swapped $52,479,000 of principal plus accrued interest for 17,350,341 shares and pre-funded warrants, cutting note principal from $70.4 million to $17.9 million.

This reduces fixed-income obligations and supports liquidity as the company moves toward targeted commercial operations in the fourth quarter of 2026. The trade-off is equity issuance to a single institutional holder, with pre-funded warrants structured to manage beneficial ownership while remaining economically similar to common shares.

The exchange relies on Section 4(a)(2) and is limited to qualified institutional buyers and institutional accredited investors, keeping it outside public markets. Future filings may clarify any additional liability management steps or capital needs as the remaining 2027 notes approach maturity.

Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Notes exchanged $52,479,000 principal 2.50% Convertible Senior Notes due 2027 swapped into equity
Shares issued 17,350,341 shares Common stock issued in exchange for 2027 notes
Notes outstanding before $70.4 million Aggregate principal of 2027 notes before exchange
Notes outstanding after $17.9 million Aggregate principal of 2027 notes post-exchange
Reduction in notes approximately 75% Decrease in outstanding 2027 notes principal
Warrant exercise price $0.0001 per share Nominal exercise price of pre-funded warrants
Target commercial operations Q4 2026 Planned timing for commercial operation mentioned with exchange rationale
privately negotiated exchange transaction financial
"On June 29, 2026, the Company successfully closed the privately negotiated exchange transaction (the “Exchange”)"
2.50% Convertible Senior Notes due 2027 financial
"with a holder of its 2.50% Convertible Senior Notes due 2027 (the “2027 Notes”)"
pre-funded warrants financial
"shares (the “Shares”) of the Company’s common stock and pre-funded warrants."
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
qualified institutional buyers regulatory
"only to investors that qualify as “qualified institutional buyers” (as such term is defined in Rule 144A of the Securities Act)"
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
accredited investors regulatory
"and institutional “accredited investors” (as such term is defined in Rule 501 of Regulation D under the Securities Act)."
Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.
Section 4(a)(2) of the Securities Act regulatory
"in reliance on the exemption from the registration requirements of the Securities Act ... provided by Section 4(a)(2) of the Securities Act."
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
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Understanding 8-K Material Events →
FALSE000170694600017069462026-06-222026-06-22

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
____________________________

FORM 8-K/A
____________________________

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 22, 2026
____________________________________________________________________________________________________________


Virgin Galactic Holdings, Inc.
(Exact name of registrant as specified in its charter)
 ____________________________





Delaware 001-38202 85-3608069
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
1700 Flight Way
Tustin, California
92782
(Address of principal executive offices)(Zip Code)
(949) 774-7640
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
 ____________________________

 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:
 
☐
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 the Exchange Act (17 CFR 240.13e-4(c))
 Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)

Name of each exchange on which registered 
Common stock, $0.0001 par value per share SPCE New York Stock Exchange

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.   ☐



Explanatory Note

This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by Virgin Galactic Holdings, Inc. (the “Company”) with the Securities and Exchange Commission on June 22, 2026 (the “Original 8-K”). This Form 8-K/A is being filed solely for the purpose of updating the disclosure under Item 3.02 of the Original 8-K.
Item 3.02.
Unregistered Sales of Equity Securities.
On June 29, 2026, the Company successfully closed the privately negotiated exchange transaction (the “Exchange”) previously disclosed in the Original 8-K with a holder of its 2.50% Convertible Senior Notes due 2027 (the “2027 Notes”). The Company entered into the Exchange to improve liquidity, manage its cash position and strengthen its balance sheet as it prepares for commercial operation in the fourth quarter of 2026.
In the Exchange, $52,479,000 in aggregate principal amount of the 2027 Notes plus accrued interest were exchanged for an aggregate of 17,350,341 shares (the “Shares”) of the Company’s common stock and pre-funded warrants. The holder of the 2027 Notes agreed to accept the Shares in lieu of the cash payment obligation that they otherwise would be entitled to receive for the principal and interest under the 2027 Notes. The pre-funded warrants, which have a nominal exercise price of $0.0001 per share, were issued in lieu of shares of the Company’s common stock in the Exchange solely for the holder to manage its beneficial ownership, and are intended to be economically equivalent to the shares of common stock.
With the completion of the Exchange, the Company has reduced the outstanding 2027 Notes by approximately 75%, from $70.4 million to $17.9 million in aggregate principal amount outstanding.
The issuance of the Shares by the Company is being made in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act. The Shares will be issued only to investors that qualify as “qualified institutional buyers” (as such term is defined in Rule 144A of the Securities Act) and institutional “accredited investors” (as such term is defined in Rule 501 of Regulation D under the Securities Act). The Shares have not been registered under the Securities Act or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and such other jurisdictions.

***
Forward Looking Statements

This Current Report on Form 8-K/A contains forward-looking statements, including, without limitation, statements relating to the timing of commercial operations. These forward-looking statements are based on management’s current expectations and involve a number of risks and uncertainties. For a more complete discussion of these risk factors, see the Company’s filings with the Securities and Exchange Commission, including the Company’s most recent annual report on Form 10-K. If one or more of these risks or other risks materialize, actual results may vary materially from those expressed. The Company cautions readers not to place undue reliance on these forward-looking statements, which speak only as of the date of this report, and the Company undertake no obligation to update or revise any forward-looking statement, except to the extent required by applicable law.


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

 
VIRGIN GALACTIC HOLDINGS, INC.
Date: June 29, 2026 By:/s/ Douglas Ahrens
 Name:Douglas Ahrens
 Title:Chief Financial Officer and Treasurer

Source: View Original Filing on SEC EDGAR

FAQ

What capital transaction did Virgin Galactic (SPCE) complete in this 8-K/A?

Virgin Galactic completed a privately negotiated exchange of its 2.50% Convertible Senior Notes due 2027, swapping $52,479,000 in principal plus accrued interest for 17,350,341 shares of common stock and pre-funded warrants. This updates earlier disclosure under Item 3.02.

How much of Virgin Galactic’s 2027 convertible notes remain outstanding after the exchange?

After the exchange, Virgin Galactic’s 2.50% Convertible Senior Notes due 2027 were reduced from $70.4 million to $17.9 million in aggregate principal amount. The company states this reflects an approximate 75% reduction in the outstanding 2027 notes balance.

How many shares did Virgin Galactic issue in the exchange of its 2027 notes?

Virgin Galactic issued an aggregate of 17,350,341 shares of common stock in the exchange, along with pre-funded warrants. These securities were delivered to the noteholder in lieu of the cash principal and interest otherwise payable under the 2.50% Convertible Senior Notes due 2027.

Why did Virgin Galactic conduct this exchange of its 2027 convertible notes?

Virgin Galactic entered into the exchange to improve liquidity, manage its cash position, and strengthen its balance sheet. Management links this liability management step to preparations for commercial operation targeted for the fourth quarter of 2026, reducing future cash outflows for the exchanged notes.

Were the new Virgin Galactic shares registered with the SEC for this exchange?

The shares and pre-funded warrants issued in the exchange were not registered under the Securities Act. Virgin Galactic relied on the Section 4(a)(2) exemption, issuing only to qualified institutional buyers and institutional accredited investors, meaning public resale requires registration or another applicable exemption.

What are the pre-funded warrants issued by Virgin Galactic in this transaction?

The pre-funded warrants have a nominal exercise price of $0.0001 per share and were issued instead of additional common shares. They are intended to be economically equivalent to common stock and help the holder manage beneficial ownership levels while participating in the exchange.

How does this exchange relate to Virgin Galactic’s plans for commercial operations?

The company states the exchange supports liquidity and balance sheet strength as it prepares for planned commercial operation in the fourth quarter of 2026. Reducing outstanding 2027 note principal lessens future cash repayment obligations ahead of that targeted operational milestone.

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