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Virgin Galactic (NYSE: SPCE) signs supplemental indenture on 9.80% notes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Virgin Galactic Holdings, Inc. entered into a supplemental indenture on April 24, 2026 for its existing 9.80% First Lien Notes due 2028. The amendment, executed with subsidiary guarantors and Wilmington Savings Fund Society, FSB as trustee and notes collateral agent, is described as technical and designed to provide the Company greater flexibility in redeeming these notes.

The changes do not alter the redemption price or the Company’s payment obligations under the original December 18, 2025 indenture. The full supplemental indenture is filed as Exhibit 4.1 and incorporated by reference.

Positive

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Negative

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Coupon rate 9.80% interest First Lien Notes due 2028
Maturity year 2028 First Lien Notes maturity
Supplemental indenture date April 24, 2026 Date supplemental indenture was executed
Original indenture date December 18, 2025 Date of original First Lien Notes indenture
Supplemental Indenture financial
"entered into a supplemental indenture (the “Supplemental Indenture”), by and among the Company"
A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.
First Lien Notes financial
"for the Company’s existing 9.80% First Lien Notes due 2028 (the "First Lien Notes")"
First lien notes are debt securities backed by specific assets that give their holders the top legal claim on those assets if the borrower can’t pay—think of them like a primary mortgage on a property: whoever holds the first lien gets paid off first from the sale. They matter to investors because that priority reduces the risk of losing principal compared with unsecured or lower-priority debt, usually meaning more protection but typically a lower yield.
subsidiary guarantors financial
"by and among the Company, the subsidiary guarantors party thereto and Wilmington Savings Fund"
notes collateral agent financial
"FSB, as trustee and notes collateral agent for the Company’s existing 9.80% First Lien Notes"
Indenture financial
"amends the provisions of the indenture, dated December 18, 2025 (the “Indenture”), by and among"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Understanding 8-K Material Events →
FALSE000170694600017069462026-04-242026-04-24

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): April 24, 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.   ☐


Item 1.01
Entry into a Material Definitive Agreement.
On April 24, 2026, Virgin Galactic Holdings, Inc. (the “Company”) entered into a supplemental indenture (the “Supplemental Indenture”), by and among the Company, the subsidiary guarantors party thereto and Wilmington Savings Fund Society, FSB, as trustee and notes collateral agent for the Company’s existing 9.80% First Lien Notes due 2028 (the "First Lien Notes"), which amends the provisions of the indenture, dated December 18, 2025 (the “Indenture”), by and among the Company, the subsidiary guarantors thereto and Wilmington Savings Fund Society, FSB, as the trustee and the notes collateral agent.

The amendments in the Supplemental Indenture are technical in nature and are intended to provide greater flexibility to the Company in connection with redemptions of the First Lien Notes and do not otherwise modify, amend or affect the redemption price or the Company’s payment obligations under the Indenture.

The foregoing description is qualified by the full text of the Supplemental Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference.

 Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No.

Description
4.1
  
First Supplemental Indenture, dated April 24, 2026, by and among the Company, the subsidiary guarantors party thereto and Wilmington Savings Fund Society, FSB, as trustee and notes collateral Agent, relating to the 9.80% First Lien Notes due 2028.
104
  
 Cover Page Interactive Data File (embedded within the Inline XBRL document)



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: April 24, 2026 By:/s/ Douglas Ahrens
 Name:Douglas Ahrens
 Title:Chief Financial Officer and Treasurer

Source: View Original Filing on SEC EDGAR

FAQ

What did Virgin Galactic (SPCE) change in its 9.80% First Lien Notes due 2028?

Virgin Galactic entered a supplemental indenture for its 9.80% First Lien Notes due 2028. The amendment is technical and intended to give the Company greater flexibility around redemptions, without changing the redemption price or its existing payment obligations under the prior indenture.

Does Virgin Galactic’s supplemental indenture affect payment obligations on the 9.80% notes?

The supplemental indenture does not change Virgin Galactic’s payment obligations on the 9.80% First Lien Notes due 2028. The Company explicitly states the technical amendments leave both the redemption price and its obligations under the original December 18, 2025 indenture unchanged.

Why did Virgin Galactic (SPCE) sign a supplemental indenture on April 24, 2026?

Virgin Galactic signed the supplemental indenture on April 24, 2026 to adjust terms for its 9.80% First Lien Notes due 2028. The Company describes the amendments as technical, aimed at providing greater flexibility in connection with redemptions of those notes while preserving existing economic terms.

Who is the trustee and notes collateral agent for Virgin Galactic’s 9.80% First Lien Notes?

Wilmington Savings Fund Society, FSB serves as trustee and notes collateral agent for Virgin Galactic’s 9.80% First Lien Notes due 2028. It is party to both the original December 18, 2025 indenture and the April 24, 2026 supplemental indenture alongside the Company and subsidiary guarantors.

Where can investors read Virgin Galactic’s new supplemental indenture on the 9.80% notes?

Investors can review the full supplemental indenture as Exhibit 4.1 to the Company’s current report. The filing states the exhibit, dated April 24, 2026, is incorporated by reference and contains the complete technical amendments related to the 9.80% First Lien Notes due 2028.

Filing Exhibits & Attachments

4 documents

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