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Virgin Galactic (NYSE: SPCE) swaps $30,524,000 notes for new shares

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

Rhea-AI Filing Summary

Virgin Galactic Holdings, Inc. redeemed $30,524,000 in principal of its 9.80% First Lien Notes due 2028 by issuing 6,734,960 shares of common stock to noteholders. The share count was based on the volume-weighted average price over a five-day period under the indenture.

After this transaction, approximately $172 million in First Lien Notes remained outstanding, and no principal payment is due on these notes until March 31, 2028. The company describes this as part of a broader capital and cash management strategy to improve liquidity and prepare for planned commercial operations in the fourth quarter of 2026.

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Insights

Virgin Galactic exchanged $30.5M of 2028 notes for equity, trimming interest costs but adding some dilution.

Virgin Galactic redeemed $30,524,000 principal of its 9.80% First Lien Notes due 2028 by issuing 6,734,960 common shares. This replaces a portion of high-cost secured debt with equity, directly reducing future cash interest on that redeemed slice of notes.

Following the transaction, approximately $172 million of these First Lien Notes remain outstanding, with no principal due until March 31, 2028. That deferral, combined with the partial redemption, supports near- to medium-term liquidity as the company prepares for commercial operations targeted for the fourth quarter of 2026.

The trade-off is additional share issuance at a price tied to a five-day volume-weighted average. The overall impact on the investment case depends on how investors weigh reduced cash interest and extended runway against the incremental equity dilution.

Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Notes redeemed $30,524,000 principal First Lien Notes due 2028 redeemed on June 10, 2026
Shares issued 6,734,960 shares Common stock issued to noteholders for redemption
Coupon rate 9.80% Interest rate on First Lien Notes due 2028
Notes outstanding Approximately $172 million First Lien Notes remaining after redemption as of June 10, 2026
Next principal due date March 31, 2028 No principal payment required until this date
Target commercial operation Fourth quarter of 2026 Company’s stated preparation timeline for commercial operation
First Lien Notes financial
"partially redeem its 9.80% First Lien Notes due 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.
volume-weighted average price financial
"determined 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.
Section 4(a)(2) of the Securities Act of 1933 regulatory
"The Shares were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933"
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Understanding 8-K Material Events →
FALSE000170694600017069462026-06-102026-06-10

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 10, 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 3.02
Unregistered Sales of Equity Securities.
As previously announced, Virgin Galactic Holdings, Inc. (the “Company”) has taken proactive 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 by issuing a notice of redemption on June 2, 2026 to partially redeem its 9.80% First Lien Notes due 2028 (the “First Lien Notes”).
The Company undertook this redemption as part of its broader capital management and cash management strategy. Management believes market conditions provided 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 will reduce ongoing cash interest obligations under the First Lien Notes.
On June 10, 2026, the Company successfully redeemed $30,524,000 in principal amount of the First Lien Notes by issuing 6,734,960 shares (the “Shares”) of the Company’s common stock to holders of the First Lien Notes that were redeemed. The amount of First Lien Notes redeemed and number of shares issued were determined based on the volume-weighted average price of the Company’s common stock over a five-day observation period, as specified in the related indenture. As of June 10, 2026, after giving effect to the redemption, approximately $172 million in aggregate principal amount of First Lien Notes remained outstanding, and no principal payment will be due on such First Lien Notes until March 31, 2028.
The Shares were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.





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 10, 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) announce regarding its 9.80% First Lien Notes due 2028?

Virgin Galactic redeemed $30,524,000 in principal of its 9.80% First Lien Notes due 2028. The redemption was executed by issuing 6,734,960 common shares to noteholders, as part of a broader capital and cash management strategy to improve liquidity and financial flexibility.

How many Virgin Galactic (SPCE) shares were issued in the debt redemption?

Virgin Galactic issued 6,734,960 shares of common stock to redeem $30,524,000 principal of its First Lien Notes. The number of shares was calculated using the volume-weighted average price over a five-day observation period, as specified in the related indenture governing the notes.

How much of Virgin Galactic’s (SPCE) First Lien Notes remain outstanding after the transaction?

After the partial redemption, approximately $172 million in aggregate principal amount of Virgin Galactic’s 9.80% First Lien Notes due 2028 remains outstanding. This remaining balance continues under the existing terms, but no principal payment is required on these notes until March 31, 2028.

When is the next principal payment due on Virgin Galactic’s (SPCE) First Lien Notes?

No principal payment on Virgin Galactic’s 9.80% First Lien Notes due 2028 is required until March 31, 2028. The recent $30,524,000 redemption using 6,734,960 shares does not change this schedule but reduces future cash interest on the portion that was redeemed.

Why did Virgin Galactic (SPCE) redeem part of its First Lien Notes with stock?

Virgin Galactic undertook the stock-for-debt redemption to improve liquidity, mitigate concentration risk around debt payments, and enhance financial flexibility. Management believes market conditions made this transaction attractive, reducing ongoing cash interest obligations on the redeemed portion of the 9.80% First Lien Notes due 2028.

How does this debt redemption relate to Virgin Galactic’s (SPCE) commercial plans?

The company states the redemption supports its preparation for commercial operation targeted in the fourth quarter of 2026. By cutting cash interest on $30,524,000 of First Lien Notes and pushing principal obligations to March 31, 2028, Virgin Galactic aims to strengthen flexibility during this ramp-up phase.

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