Virgin Galactic agrees to swap about $12.5M debt for shares

Available on EDGAR 11/13/2026 - 08:39 AM EST Accepted by SEC EDGAR 11/13/2026 - 08:39 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Virgin Galactic Holdings, Inc. (SPCE) agreed to exchange approximately $12.5 million in principal amount of its 2.50% Convertible Senior Notes due 2027 for common shares. If completed, the exchange would reduce those notes from $17.9 million to $5.4 million, a 69.7% decline; closing is expected on or about November 19, 2026, subject to customary closing conditions. The share count will use Daily VWAP over a two-day observation period beginning November 17, 2026. The transactions support the company’s plan to fund operations, growth initiatives and debt repayment ahead of expected commercial flights in 2027.

Separately, after holder consent, Virgin Galactic amended the indenture for its 9.80% First Lien Notes due 2028 to permit certain asset sales without the indenture’s requirement to use sale proceeds to redeem notes. If such a sale occurs by July 30, 2027, the company agreed to redeem principal equal to 80% of net cash proceeds above $5 million, at 100% of principal plus accrued and unpaid interest. Payment may be in cash or, at the company’s election, up to 2,230,425 common shares.

1 point · 0 major

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

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0 major · 0 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate point. Forward-looking: it has not happened yet and may not happen.2027 note principal would fall 69.7% if the exchange closes.

Negative

• None.

8-K Event Classification

2 items: 3.02, 8.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

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

Item 8.01 Other Events Other

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

Key Figures

Principal amount exchanged: Approximately $12.5 million 2027 Notes outstanding after exchange: $5.4 million, from $17.9 million Reduction in 2027 Notes: Approximately 69.7% +5 more

8 metrics

Principal amount exchanged Approximately $12.5 million Principal amount of 2027 Notes covered by the exchange agreement.

2027 Notes outstanding after exchange $5.4 million, from $17.9 million Amounts following completion of the exchange.

Reduction in 2027 Notes Approximately 69.7% Stated reduction following completion of the exchange.

Original 2027 Notes issued $425.0 million Aggregate principal amount originally issued in January 2022.

Remaining 2027 Notes as share of original issuance Approximately 1.3% Following completion of the exchange.

Daily VWAP limits Floor no lower than 85%; cap no higher than 115% Limits are tied to the November 16, 2026 closing price and used to determine the shares issued.

Asset-sale redemption requirement 80% of net cash proceeds above $5 million Applies to a qualifying asset sale by July 30, 2027.

Maximum shares for redemption payment 2,230,425 common shares The company may elect to pay the redemption in cash or shares.

Key Terms

2.50% Convertible Senior Notes due 2027, Daily VWAP, indenture, Section 4(a)(2), +2 more

6 terms

2.50% Convertible Senior Notes due 2027 financial

"holder of its 2.50% Convertible Senior Notes due 2027"

Daily VWAP financial

"the Daily VWAP for each respective trading day during the observation period"

indenture financial

"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.

Section 4(a)(2) regulatory

"exemption ... provided by Section 4(a)(2)"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

qualified institutional buyers regulatory

"investors that qualify as “qualified institutional buyers”"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

accredited investors regulatory

"institutional “accredited investors”"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much of Virgin Galactic’s 2027 Notes would remain after the exchange?

If completed, $5.4 million would remain, representing approximately 1.3% of the $425.0 million in 2027 Notes originally issued in January 2022.

How will Virgin Galactic calculate the shares issued in the exchange?

One-half of the sum of the exchanged principal and accrued and unpaid interest to, but excluding, February 1, 2027, will be divided by the Daily VWAP for each trading day in the two-day observation period. The two daily amounts will be added together. Each Daily VWAP is subject to a floor no lower than 85% and a cap no higher than 115% of the November 16, 2026 closing price; it determines the share count, not the principal exchanged.

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

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Virgin Galactic Holdings, Inc false 0001706946 0001706946 2026-11-13 2026-11-13

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): November 13, 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. ☐

Explanatory Note

On November 13, 2026, Virgin Galactic Holdings, Inc. (the “Company”) announced a series of transactions described in this Current Report under Items 3.02 and 8.01 as part of its previously disclosed comprehensive plan to support its operations and growth initiatives as it prepares for the expected commencement of its commercial flights in 2027. This plan includes (1) improving working capital, including to fund its operations leading up to and following the start of commercial service, (2) investing in growth initiatives, including (a) the construction of a new high-cadence launch hangar and fueling infrastructure expected to increase the Company’s spaceflight capacity and (b) the expansion of its rocket production capabilities to support higher rate production and to pursue additional market opportunities, and (3) repaying a portion of its outstanding indebtedness. The exchange described under Item 3.02, if completed, will reduce the aggregate principal amount of the Company’s outstanding 2.50% Convertible Senior Notes due 2027 and the amount of cash that the Company would otherwise be required to pay for principal of, and interest on, the exchanged notes, and the indenture amendment described under Item 8.01 provides the Company with greater flexibility in the use of the net cash proceeds from the sale of certain of its assets to support this plan.

Item 3.02. Unregistered Sales of Equity Securities.

On November 13, 2026, the Company entered into a privately negotiated exchange agreement with a holder of its 2.50% Convertible Senior Notes due 2027 (the “2027 Notes”) to exchange (the “Exchange”) approximately $12.5 million in aggregate principal amount of 2027 Notes held by such holder for the Shares (as defined below).

The holder of the 2027 Notes has agreed to accept the Shares in lieu of the cash payment obligation that it otherwise would be entitled to receive for the principal and interest under the 2027 Notes. Following the completion of the Exchange, the Company will reduce the outstanding 2027 Notes by approximately 69.7%, from $17.9 million to $5.4 million in aggregate principal amount outstanding. The remaining 2027 Notes outstanding following the Exchange represent approximately 1.3% of the $425.0 million in aggregate principal amount of 2027 Notes originally issued in January 2022.

The Exchange is expected to close on or about November 19, 2026 (the “Closing Date”), subject to the satisfaction of customary closing conditions. On the Closing Date, the Company will issue shares of the Company’s common stock (collectively, the “Shares”), the number of which will be determined over a two-day observation period beginning on November 17, 2026. One half (1/2) of the sum of (i) the aggregate principal amount of the 2027 Notes to be exchanged plus (ii) accrued and unpaid interest thereon to, but excluding, February 1, 2027, will be divided by the daily volume-weighted average price of the common stock (the “Daily VWAP”) for each respective trading day during the observation period. The two daily amounts will then be added together, and the resulting total number of Shares will be issued to the holder on the Closing Date.

The Daily VWAP will be subject to (i) a floor of no lower than 85% and (ii) a cap of no higher than 115%, in each case, of the closing price of the Company’s common stock on November 16, 2026. The Daily VWAP will solely be used to determine the total number of Shares to be issued to the holder and will not impact the principal amount of the 2027 Notes being exchanged.

The issuance of the Shares by the Company is being made in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act. The Shares will be issued only to investors that qualify as “qualified institutional buyers” (as such term is defined in Rule 144A under the Securities Act) and institutional “accredited investors” (as such term is defined in Rule 501 of Regulation D under the Securities Act). The Shares have not been registered under the Securities Act or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and such other jurisdictions.

Item 8.01. Other Events.

On November 13, 2026, after receiving the requisite consent of holders of its 9.80% First Lien Notes due 2028 (the “First Lien Notes”), the Company amended certain provisions of the indenture governing the First Lien Notes to, among other things, permit the Company to sell certain assets without such sale triggering the indenture’s requirement to use the sale proceeds to redeem the First Lien Notes. The Company paid no consent fee to the holders of the First Lien Notes for such consent.

In exchange for such consent, the Company agreed to redeem First Lien Notes in a principal amount equal to 80% of the net cash proceeds of any such asset sale above $5 million if such asset sale occurs by July 30, 2027. The redemption price will be 100% of the principal amount redeemed, plus accrued and unpaid interest, and will be payable, at the Company’s election, in cash or shares of its common stock (up to a maximum of 2,230,425 shares). The Company has previously reduced the outstanding balance of its First Lien Notes from $212.5 million at issuance in December 2025 to $172.0 million and satisfied all scheduled principal payments prior to the scheduled amortization payment due on March 31, 2028. Following any such redemption, the Company expects to reduce the amount required for the March 31, 2028 amortization payment.

There can be no assurance that the Company will sell such assets, or as to the timing or proceeds of any sale.

***

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements, including, without limitation, statements relating to the completion of the Exchange, the expected effects of the transactions described in this Current Report and the timing of commercial operations. 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 the Company’s filings with the Securities and Exchange Commission, including the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. If one or more of these risks or other risks materialize, actual results may vary materially from those expressed. The Company cautions readers not to place undue reliance on these forward-looking statements, which speak only as of the date of this report, and the Company undertakes 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: November 13, 2026				By:		/s/ Douglas Ahrens
				Name:		Douglas Ahrens
				Title:		Chief Financial Officer and Treasurer

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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