Virgin Galactic (SPCE) asks holders to amend 9.80% 2028 first-lien notes

Rhea-AI Filing Summary

Virgin Galactic Holdings, Inc. has begun soliciting consents from holders of its 9.80% First Lien Notes due 2028. The company is asking noteholders to approve a technical supplemental indenture that is designed to give Virgin Galactic more flexibility when redeeming these notes. The amendments are described as limited in scope and do not change the redemption price or the company’s payment obligations under the existing indenture.

8-K Event Classification

Item 7.01 — Regulation FD Disclosure

1 item

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Key Figures

Coupon rate: 9.80% Maturity: 2028

2 metrics

Coupon rate 9.80% Interest rate on First Lien Notes due 2028

Maturity 2028 Maturity year of 9.80% First Lien Notes

Key Terms

Consent Solicitation, First Lien Notes, indenture, Proposed Supplemental Indenture

4 terms

Consent Solicitation financial

"initiated the solicitation of consents (the “Consent Solicitation”) from holders"

A consent solicitation is a formal request sent to shareholders or creditors asking them to sign off on a proposed corporate change—such as altering governance rules, approving a deal, or waiving contract terms—without holding a full meeting. It matters to investors because it can quickly change their rights, voting power or the company’s direction, much like asking neighbors to sign a petition to alter a shared fence rather than discussing it at a community meeting.

First Lien Notes financial

"from holders of 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.

indenture financial

"amendments to the indenture governing the First Lien Notes"

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.

Proposed Supplemental Indenture financial

"The amendments in the Proposed Supplemental Indenture are technical in nature"

Understanding 8-K Material Events →

FALSE000170694600017069462026-04-132026-04-1300017069462026-04-202026-04-20

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 20, 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 7.01 Regulation FD Disclosure.

On April 20, 2026, Virgin Galactic Holdings, Inc. (the “Company”) initiated the solicitation of consents (the “Consent Solicitation”) from holders of its 9.80% First Lien Notes due 2028 (the “First Lien Notes”) to the adoption of certain amendments to the indenture governing the First Lien Notes (the “Proposed Supplemental Indenture”), for the purpose of facilitating redemptions of the First Lien Notes. The Consent Solicitation will be consummated on the terms set forth in a consent solicitation statement provided to holders of the First Lien Notes.

The amendments in the Proposed 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 governing the First Lien Notes.

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 20, 2026						By:			/s/ Douglas Ahrens
						Name:			Douglas Ahrens
						Title:			Chief Financial Officer and Treasurer

FAQ

What did Virgin Galactic (SPCE) announce regarding its 9.80% First Lien Notes?

Virgin Galactic started a Consent Solicitation from holders of its 9.80% First Lien Notes due 2028. The company seeks approval of technical indenture amendments to facilitate redemptions while keeping existing payment and redemption price terms unchanged.

What is the purpose of Virgin Galactic’s consent solicitation on the First Lien Notes?

The consent process aims to adopt a Proposed Supplemental Indenture that provides greater flexibility for redeeming the 9.80% First Lien Notes. The changes are described as technical and focused on how redemptions can be carried out under the indenture.

Do the proposed indenture amendments change SPCE’s payment obligations on the notes?

No, the amendments do not modify Virgin Galactic’s payment obligations under the indenture governing the 9.80% First Lien Notes. They also do not alter the redemption price that applies to these notes under existing terms.

Which specific securities are affected by Virgin Galactic’s consent solicitation?

The consent solicitation applies to Virgin Galactic’s 9.80% First Lien Notes due 2028. Holders of these notes are being asked to approve technical amendments to the governing indenture to support future redemptions of the notes.

How will the consent solicitation be carried out for Virgin Galactic (SPCE) noteholders?

Virgin Galactic stated the Consent Solicitation will be completed on terms set out in a consent solicitation statement. That statement is provided directly to holders of the 9.80% First Lien Notes due 2028 and explains the proposed technical amendments.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB