Virgin Galactic (NYSE: SPCE) plans $30.5M First Lien note redemption

Rhea-AI Filing Summary

Virgin Galactic Holdings, Inc. plans to redeem up to $30,523,315 of its 9.80% First Lien Notes due December 31, 2028 on June 10, 2026. The redemption covers the remaining $20,392,486 Mandatory Redemption Amount due by September 30, 2026 and at least $10,130,829 otherwise due by December 31, 2027.

The redemption price will be paid in shares of common stock, with the amount of notes retired and shares issued based on the five-day volume-weighted average share price before the Redemption Date, subject to a floor price condition that can reduce the amount redeemed. If fully executed, no principal payments on these notes will be required until March 31, 2028, which the company views as supporting liquidity and lowering ongoing cash interest as it prepares for commercial operations targeted for the fourth quarter of 2026.

Insights

Capital structure and credit analyst

Virgin Galactic moves interest-bearing debt into equity to ease near-term cash strain.

Virgin Galactic is using stock to redeem up to $30,523,315 of 9.80% First Lien Notes before scheduled amortizations in 2026 and 2027. This shifts part of its capital structure from debt to equity, targeting lower cash interest outflows.

The final principal amount redeemed depends on the five-day volume-weighted average share price and a floor price, so actual deleveraging and dilution will hinge on trading levels during the observation window. Management links this move to broader liquidity and cash management as they prepare for commercial operations in the fourth quarter of 2026.

If the full amount is redeemed, mandatory principal payments on these notes pause until March 31, 2028, giving more runway before the next scheduled paydown. Subsequent filings can clarify the actual principal retired and corresponding share issuance once the pricing window and Redemption Date have passed.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Mandatory Redemption Amount: $30,392,486 principal Notes redeemed May 18, 2026: $10,000,000 principal Remaining Mandatory Redemption: $20,392,486 principal +5 more

8 metrics

Mandatory Redemption Amount $30,392,486 principal Required to be redeemed by September 30, 2026

Notes redeemed May 18, 2026 $10,000,000 principal First Lien Notes redeemed prior to this notice

Remaining Mandatory Redemption $20,392,486 principal Mandatory amount outstanding as of the filing date

2027 amortization minimum $10,130,829 principal Required redemption by December 31, 2027

Planned redemption size $30,523,315 principal Maximum First Lien Notes to be redeemed on June 10, 2026

Coupon rate 9.80% Interest rate on First Lien Notes due December 31, 2028

Next principal payment date if redeemed March 31, 2028 First required principal payment after successful redemption

Commercial operation target Q4 2026 Company’s stated target for commercial operations

Key Terms

First Lien Notes, Mandatory Redemption Amount, Indenture, volume-weighted average price, +2 more

6 terms

First Lien Notes financial

"principal amount of the 9.80% First Lien Notes due December 31, 2028"

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.

Mandatory Redemption Amount financial

"required to redeem $30,392,486 (the “Mandatory Redemption Amount”) in principal"

Indenture regulatory

"under the Indenture. On May 18, 2026, the Company redeemed"

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.

volume-weighted average price financial

"based on the volume-weighted average price of the Company’s common stock"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

floor price financial

"less than the floor price as set forth in the indenture"

The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.

forward-looking statements regulatory

"Forward Looking Statements This on contains forward-looking statements"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 06/02/2026 - 08:08 AM Learn about SEC filing dates

FAQ

What debt is Virgin Galactic (SPCE) redeeming in this 8-K?

Virgin Galactic plans to redeem up to $30,523,315 of its 9.80% First Lien Notes due December 31, 2028. This includes the remaining Mandatory Redemption Amount and the minimum 2027 amortization amount disclosed in the filing.

How will Virgin Galactic (SPCE) pay the redemption price for the First Lien Notes?

The company will pay the redemption price by issuing shares of common stock to First Lien Note holders. The number of shares depends on the five-day volume-weighted average share price before the Redemption Date, subject to a floor price condition in the indenture.

What near-term debt obligations could this Virgin Galactic (SPCE) redemption remove?

If fully executed, the redemption would satisfy the remaining Mandatory Redemption Amount due by September 30, 2026 and at least $10,130,829 due by December 31, 2027. No principal payments on these notes would then be required until March 31, 2028.

Why is Virgin Galactic (SPCE) redeeming First Lien Notes early?

Management states the redemption is part of a broader capital and cash management strategy. By redeeming notes early using equity, the company aims to support liquidity, reduce ongoing cash interest obligations, and align with expectations for higher spaceflight cadence and pricing.

How is the redemption amount for Virgin Galactic (SPCE) notes determined?

The amount of First Lien Notes redeemed and shares issued will be based on the five-day volume-weighted average share price before June 10, 2026. If the price falls below a specified floor on any day, the related note amount will not be redeemed that day.

When is the scheduled Redemption Date for Virgin Galactic (SPCE) First Lien Notes?

The filing sets a Redemption Date of June 10, 2026 for redeeming up to $30,523,315 of First Lien Notes. Actual principal retired on that date may be less, depending on share price behavior relative to the floor price during the observation period.

Virgin Galactic Holdings, Inc false 0001706946 0001706946 2026-06-02 2026-06-02

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): June 2, 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 class		Trading 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 8.01 Other Events

Virgin Galactic Holdings, Inc. (the “Company”) continues to evaluate and take steps to improve liquidity, mitigate concentration risk associated with debt payments and enhance financial flexibility as it prepares for commercial operation in the fourth quarter of 2026.

The Company is required to redeem $30,392,486 (the “Mandatory Redemption Amount”) in principal amount of the 9.80% First Lien Notes due December 31, 2028 (the “First Lien Notes”) by September 30, 2026 (the “Mandatory Redemption Date”) under the Indenture. On May 18, 2026, the Company redeemed $10,000,000 in principal amount of the First Lien Notes such that $20,392,486 of the Mandatory Redemption Amount remains as of the date hereof. In addition, the Company is required to redeem no less than $10,130,829 in principal amount of the First Lien Notes by December 31, 2027 (the “2027 Amortization Payment Amount”). On June 2, 2026, the Company issued a notice of redemption (the “Notice of Redemption”) to redeem the remaining Mandatory Redemption Amount and all of the 2027 Amortization Payment Amount. If the Company successfully redeems the entire remaining Mandatory Redemption Amount and the 2027 Amortization Payment Amount, then no principal payment will be due on the First Lien Notes until March 31, 2028.

The Notice of Redemption provides for the redemption of up to $30,523,315 of the First Lien Notes on June 10, 2026 (the “Redemption Date”) at a redemption price of par, plus accrued and unpaid interest thereon (the “Redemption Price”). Pursuant to the indenture (as amended) related to the First Lien Notes, the Redemption Price will be paid by the Company by issuing shares of common stock to the holders of the First Lien Notes.

The amount of the First Lien Notes redeemed and the number of shares issued will be determined based on the volume-weighted average price of the Company’s common stock over the five-day observation period. In the event the volume-weighted average price of the Company’s common stock on any day during the five-day observation period is less than the floor price as set forth in the indenture (as amended), the Company has elected to not redeem the related amount of the First Lien Notes. As a result, the aggregate principal amount of the First Lien Notes to be redeemed on the Redemption Date may be less than $30,523,315.

The Company undertook this redemption as part of its broader capital management and cash management strategy. This redemption, if successfully executed, will retire all mandatory principal payments of the First Lien Notes that are due between now to the end of 2027. This redemption also strategically aligns with the Company’s expected increase in spaceflight cadence and price. Management believes current market conditions provide an opportunity to execute this transaction, and by redeeming a portion of the First Lien Notes in advance of the required due dates, the Company expects to reduce ongoing cash interest obligations under the First Lien Notes.

***

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements, including, without limitation, statements relating to the redemption of the First Lien Notes and increase in spaceflight cadence and price. 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 our filings with the Securities and Exchange Commission, including our 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. We caution readers not to place undue reliance on these forward-looking statements, which speak only as of the date of this report, and we 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 2, 2026				By:		/s/ Douglas Ahrens
				Name:		Douglas Ahrens
				Title:		Chief Financial Officer and Treasurer

Filing Exhibits & Attachments

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• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB