Virgin Galactic (NYSE: SPCE) swaps $10M 9.8% notes for stock

Rhea-AI Filing Summary

Virgin Galactic Holdings, Inc. redeemed $10,000,000 of its 9.80% First Lien Notes due 2028 by issuing 3,768,536 shares of common stock to noteholders on May 18, 2026. The redemption price equaled 100% of the principal redeemed, plus accrued and unpaid interest.

After this transaction, $202.5 million in aggregate principal amount of these First Lien Notes remained outstanding. The company describes this partial redemption as part of a broader capital management and cash preservation strategy intended to reduce ongoing cash interest obligations and enhance financial flexibility as it prepares for commercial operation in the fourth quarter of 2026.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Notes redeemed: $10,000,000 principal Interest rate: 9.80% Shares issued: 3,768,536 shares +3 more

6 metrics

Notes redeemed $10,000,000 principal First Lien Notes due 2028 redeemed on May 18, 2026

Interest rate 9.80% Coupon on First Lien Notes due 2028

Shares issued 3,768,536 shares Common stock issued to noteholders for $10M redemption

Notes outstanding $202.5 million principal First Lien Notes remaining after redemption as of May 18, 2026

Redemption price 100% of principal Plus accrued and unpaid interest to, but excluding, Redemption Date

Target commercial start Q4 2026 Company preparing for commercial operation

Key Terms

First Lien Notes, volume-weighted average price, Indenture, Section 4(a)(2) of the Securities Act of 1933, +2 more

6 terms

First Lien Notes financial

"redeem up to $10,000,000 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.

volume-weighted average price financial

"determined based on the volume-weighted average price of the Company’s common stock over a ten-day observation period"

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.

Indenture financial

"as specified in the Indenture, dated as of December 18, 2025"

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.

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"

subsidiary guarantors financial

"by and among the Company, the subsidiary guarantors thereto and Wilmington Savings Fund Society"

commercial operation financial

"as it prepares for commercial operation in the fourth quarter of 2026"

Understanding 8-K Material Events →

FALSE000170694600017069462026-05-182026-05-18

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): May 18, 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 3.02 Unregistered Sales of Equity Securities.

As previously announced, Virgin Galactic Holdings, Inc. (the “Company”) issued a notice of redemption on April 30, 2026 to redeem up to $10,000,000 of its 9.80% First Lien Notes due 2028 (the “First Lien Notes”), plus accrued and unpaid interest thereon, on May 18, 2026 (the “Redemption Date”) at a redemption price equal to 100% of the aggregate principal amount of the First Lien Notes to be redeemed on the Redemption Date, together with accrued and unpaid interest, if any, to, but excluding, the Redemption Date.

The Company undertook this partial redemption as part of its broader capital management and cash preservation 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 mandatory redemption date set forth in the Indenture, the Company will reduce ongoing cash interest obligations under the First Lien Notes.

On May 18, 2026, the Company successfully redeemed all of the announced $10,000,000 in aggregate principal amount of the First Lien Notes by issuing 3,768,536 shares (the “Shares”) of the Company’s common stock to holders of the First Lien Notes that were redeemed. The amount of the 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 ten-day observation period, as specified in the Indenture, dated as of December 18, 2025 (as amended by the First Supplemental Indenture, dated April 24, 2026, 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. As of May 18, 2026, after giving effect to the redemption, approximately $202.5 million in aggregate principal amount of the First Lien Notes remained outstanding.

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.

The Company continues to evaluate 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.

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: May 18, 2026						By:			/s/ Douglas Ahrens
						Name:			Douglas Ahrens
						Title:			Chief Financial Officer and Treasurer

FAQ

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

Virgin Galactic redeemed $10,000,000 of its 9.80% First Lien Notes due 2028 by issuing 3,768,536 shares of common stock. The redemption occurred on May 18, 2026 at 100% of principal plus accrued and unpaid interest, as permitted under its Indenture.

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

Virgin Galactic issued 3,768,536 common shares to redeem $10,000,000 of its 9.80% First Lien Notes. The share count and redeemed amount were based on the volume-weighted average share price over a ten-day observation period specified in the governing Indenture.

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

After redeeming $10,000,000 in principal, approximately $202.5 million of Virgin Galactic’s 9.80% First Lien Notes due 2028 remained outstanding as of May 18, 2026. This figure reflects the balance after giving effect to the partial redemption transaction described.

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

Virgin Galactic undertook the partial redemption as part of a broader capital management and cash preservation strategy. Management believes market conditions supported using shares to reduce debt, lowering ongoing cash interest obligations while working to improve liquidity and financial flexibility ahead of commercial operations.

Under what securities law exemption were Virgin Galactic (SPCE) shares issued?

The shares issued in exchange for the redeemed First Lien Notes relied on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933. This exemption generally covers private offerings not involving a public distribution of securities.

How does this transaction relate to Virgin Galactic’s (SPCE) future commercial operations?

Virgin Galactic links the partial note redemption to efforts to improve liquidity and mitigate concentration risk from debt payments. The company states it is enhancing financial flexibility as it prepares for commercial operation targeted for the fourth quarter of 2026.

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