[8-K] Virgin Galactic Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Amendment No. 2 to Schedule 13G, filed 31-Jul-2025, details the passive stakes that Millennium-affiliated entities hold in UWM Holdings Corporation (UWMC) Class A common stock (CUSIP 91823B109).

• Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander each report shared voting and dispositive power over 4,974,748 shares, representing 2.5 % of outstanding shares.
• Integrated Core Strategies (US) LLC reports shared power over 1,711,462 shares, or 0.8 % of the float.
• No filer possesses sole voting or dispositive power; all positions are held via investment vehicles managed or controlled by Millennium.
• All reporting persons certify ownership of <5 % and affirm the holdings are not intended to influence control of UWMC.

The event date prompting the filing is 30-Jun-2025. Each percentage assumes exercise of any warrants exercisable within 60 days, in accordance with Rule 13d-3.

Positive

• Institutional validation: Millennium Management and affiliates maintain nearly 5 million UWMC shares, demonstrating continued hedge-fund interest and providing incremental liquidity.

Negative

• Limited influence: Each reporting person owns less than 5 % of outstanding shares, offering little sway over governance or strategic direction.

Insights

Hedge-Fund Ownership Analyst

TL;DR: Minor, passive 2.5 % UWMC stake by Millennium; limited governance impact.

Millennium Management and related entities disclose an aggregate 4.97 million UWMC Class A shares (2.5 %), while Integrated Core Strategies holds 1.71 million shares (0.8 %). The filing remains on Schedule 13G, signalling a passive investment posture rather than an activist agenda. Each entity falls below the 5 % threshold, limiting disclosure obligations and board influence. From a market-impact perspective, the position size is modest for a $1-plus billion market-cap company and therefore unlikely to materially affect corporate strategy or voting outcomes. Nevertheless, the continued ownership by a well-regarded multi-strategy hedge fund provides some institutional validation of UWMC’s equity, which may modestly support liquidity and investor sentiment. Overall, the disclosure is informational with neutral fundamental implications.

FALSE000170694600017069462025-07-292025-07-29

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): July 29, 2025

____________________________________________________________________________________________________________

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 29, 2025 (the “Effective Date”), Virgin Galactic Holdings, Inc., together with Virgin Galactic, LLC (which we refer to, collectively with Virgin Galactic Holdings, Inc., as the “Company”), entered into an amended and restated employment agreement (the “A&R Employment Agreement”) with Michael Colglazier in connection with the expiration of the initial employment term under the employment agreement that Mr. Colglazier previously entered into with the Company. The term of the A&R Employment Agreement commences on the Effective Date and ends on the fifth anniversary of that date, unless earlier terminated in accordance with its terms. At the end of the five-year term, the A&R Employment Agreement will automatically renew for successive 12-month periods unless either the Company or Mr. Colglazier elects not to extend such agreement.

The material changes under the A&R Employment Agreement are as follow:

•Annual base salary of $1,125,000 will increase to $1,250,000 on April 1, 2026.

•Target annual bonus will be 150% of annual base salary.

•Eligibility to earn a retention bonus in an aggregate amount equal to $2,250,000. $1,250,000 of the retention bonus was paid no later than July 31, 2025 and the remaining $1,000,000 will be paid upon the completion of the first revenue-generating Delta spaceflight, subject to Mr. Colglazier’s continued employment through the date on which such spaceflight occurs. If Mr. Colglazier’s employment is terminated by the Company for “cause” or Mr. Colglazier terminates his employment without “good reason” (each such term, as defined in the A&R Employment Agreement), in either case, on or before December 31, 2026, Mr. Colglazier will repay to the Company the after-tax amount of the retention bonus (or a portion thereof) that had actually been paid to him as of the termination date. However, if the termination of Mr. Colglazier’s employment occurs on or following a “change in control” (as defined in the A&R Employment Agreement) for any reason, then Mr. Colglazier will not be required to repay any portion of the retention bonus.

•Commencing with calendar year 2026, eligibility to receive an annual long-term incentive compensation award with a target value of $6,000,000.

•Severance payments and benefits under a qualifying termination of employment include:

◦Cash severance multiplier of 2x.

◦24 months of Company-subsidized healthcare coverage after the termination date.

◦Pro-rated accelerated vesting of any then-outstanding Company performance-vesting long-term incentive compensation awards, based on the target level of performance. However, if the termination occurs on or within 24 months following a change in control, then such performance-vesting long-term incentive compensation awards will become fully vested, based on the target level of performance.

The foregoing description of the A&R Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the A&R Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
10.1						Amended and Restated Employment Agreement, dated July 29, 2025, by and among Virgin Galactic Holdings, Inc., Virgin Galactic, LLC and Michael Colglazier.
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: August 1, 2025						By:			/s/ Sarah Kim
						Name:			Sarah Kim
						Title:			Executive Vice President, Chief Legal Officer and Corporate Secretary

FAQ

How many UWM Holdings (UWMC) shares does Millennium Management report owning?

Millennium Management LLC reports shared power over 4,974,748 Class A shares.

What percentage of UWMC’s outstanding stock is held by Millennium-affiliated entities?

Each of Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander report 2.5 % of the Class A shares.

Does any filer have sole voting or dispositive power over UWMC shares?

No. All reporting persons indicate 0 shares with sole voting or dispositive power.

Why was this Schedule 13G/A Amendment No. 2 filed?

Because the event dated 30-Jun-2025 changed the filers’ beneficial ownership, requiring an update under Rule 13d-2.

Who signed the filing and when?

Global General Counsel Gil Raviv signed on behalf of the entities on 31-Jul-2025; Israel A. Englander signed individually the same day.

What is the CUSIP number for UWM Holdings’ Class A common stock?

The CUSIP is 91823B109.