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Virgin Galactic (NYSE: SPCE) to redeem up to $10M of 9.80% notes in stock

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

Rhea-AI Filing Summary

Virgin Galactic Holdings, Inc. has issued a notice to redeem up to $10,000,000 of its 9.80% First Lien Notes due 2028 on May 18, 2026. The company will pay the redemption price by issuing shares of common stock, with the amount of notes redeemed and shares issued based on the volume-weighted average price of its stock over a ten-day observation period specified in the Indenture.

If the stock’s volume-weighted average price on any observation day is below a floor price set in the Indenture, the related portion of notes will not be redeemed, so the total principal redeemed may be less than $10,000,000. The company is required to redeem $30,392,486 in aggregate principal amount of the First Lien Notes by September 30, 2026, and this transaction will reduce that mandatory amount. Management frames this stock-settled partial redemption as part of a broader capital management and cash preservation strategy aimed at lowering future cash interest on the notes due December 31, 2028 and supporting preparations for planned commercial operation in the fourth quarter of 2026.

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Insights

Virgin Galactic is swapping a portion of high-coupon debt into equity to save cash interest.

The company plans to redeem up to $10,000,000 of 9.80% First Lien Notes due 2028, paying the redemption price in common stock. This reduces cash interest obligations on a relatively expensive first-lien instrument while chipping away at a required redemption of $30,392,486 by September 30, 2026.

The share count impact depends on the stock’s volume-weighted average price over a ten-day observation period and a floor price in the Indenture. If the price falls below that floor on a given day, the related notes will not be redeemed, limiting equity issuance but also reducing near-term debt reduction. The company presents this move as part of a broader strategy to preserve cash and improve liquidity ahead of targeted commercial operation in the fourth quarter of 2026, so future disclosures on remaining note balances and additional liability management steps will be important to understand overall dilution and leverage trends.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Planned note redemption $10,000,000 principal Maximum aggregate principal of 9.80% First Lien Notes targeted for redemption on May 18, 2026
Coupon rate 9.80% Interest rate on First Lien Notes due 2028
Mandatory Redemption Amount $30,392,486 principal Aggregate principal of First Lien Notes required to be redeemed by September 30, 2026
Note maturity date December 31, 2028 Stated maturity of the 9.80% First Lien Notes
Redemption date May 18, 2026 Scheduled date for the stock-settled partial redemption
Commercial operation target Q4 2026 Company’s stated timeframe for commencing commercial operation
First Lien Notes financial
"to redeem up to $10,000,000 of the 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 regulatory
"Pursuant to the Indenture, dated December 18, 2025 (as amended by the First Supplemental Indenture"
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.
volume-weighted average price financial
"based on the volume-weighted average price of the Company’s common stock over the 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.
Mandatory Redemption Amount financial
"The Company is required to redeem $30,392,486 (the “Mandatory Redemption Amount”) in aggregate principal amount"
floor price financial
"if the volume-weighted average price of the Company’s common stock on any day ... is less than the floor price"
The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.
forward-looking statements regulatory
"Forward Looking Statements This on contains forward-looking statements, including, without limitation, statements relating to the redemption"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Understanding 8-K Material Events →
FALSE000170694600017069462026-04-302026-04-30

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 30, 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 8.01
Other Events.
On April 30, 2026, Virgin Galactic Holdings, Inc. (the “Company”) issued a notice of redemption (the “Notice of Redemption”) to redeem up to $10,000,000 of the 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 “Redemption Price”). Pursuant to the Indenture, dated 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, which governs the First Lien Notes, the Redemption Price will be paid by the Company by issuing shares of common stock to the holders of the First Lien Notes.

The amount of the First Lien Notes redeemed and the number of shares issued will be determined based on the volume-weighted average price of the Company’s common stock over the ten-day observation period, as specified in the Indenture. In the event the volume-weighted average price of the Company’s common stock on any day during the ten-day observation period is less than the floor price as set forth in the Indenture, the Company has elected to not redeem the related amount of the First Lien Notes. As a result, the aggregate principal amount of the First Lien Notes to be redeemed on the Redemption Date may be less than $10,000,000.

The Company is required to redeem $30,392,486 (the “Mandatory Redemption Amount”) in aggregate principal amount of the First Lien Notes by September 30, 2026 (the “Mandatory Redemption Date”) under the Indenture. This redemption will reduce the Mandatory Redemption Amount by the amount of the First Lien Notes so redeemed.

The Company undertook this partial redemption as part of its broader capital management and cash preservation strategy. Management believes current market conditions provide an opportunity to execute this transaction and by redeeming a portion of the First Lien Notes in advance of the Mandatory Redemption Date, the Company expects to reduce ongoing cash interest obligations under the First Lien Notes due December 31, 2028.

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.


***
Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements, including, without limitation, statements relating to the redemption of the First Lien Notes. 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 our filings with the Securities and Exchange Commission, including our most recent annual report on Form 10-K. If one or more of these risks or other risks materialize, actual results may vary materially from those expressed. We caution readers not to place undue reliance on these forward-looking statements, which speak only as of the date of this report, and we undertake 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: April 30, 2026
 By:/s/ Douglas Ahrens
 Name:Douglas Ahrens
 Title:Chief Financial Officer and Treasurer

Source: View Original Filing on SEC EDGAR

FAQ

What debt is Virgin Galactic (SPCE) redeeming in this filing?

Virgin Galactic plans to redeem up to $10,000,000 of its 9.80% First Lien Notes due 2028. These notes are governed by an Indenture dated December 18, 2025, as amended, and rank as first-lien secured obligations of the company.

How will Virgin Galactic (SPCE) pay the redemption price for the First Lien Notes?

The company will pay the redemption price in shares of common stock, not cash. The principal amount redeemed and number of shares issued will be based on the ten-day volume-weighted average price of its stock, as defined in the Indenture.

Why might Virgin Galactic redeem less than $10 million of its First Lien Notes?

The aggregate principal actually redeemed may be below $10,000,000 because the company elected not to redeem amounts tied to any day when the stock’s volume-weighted average price falls below a floor price specified in the Indenture.

What mandatory redemption requirement does Virgin Galactic (SPCE) face on these notes?

Under the Indenture, Virgin Galactic must redeem $30,392,486 in aggregate principal of the First Lien Notes by September 30, 2026. The planned stock-settled partial redemption will reduce this Mandatory Redemption Amount by the notes actually redeemed.

How does this redemption relate to Virgin Galactic’s broader financial strategy?

Management describes the transaction as part of a broader capital management and cash preservation strategy. By redeeming notes early and paying in stock, the company expects to reduce ongoing cash interest on debt due December 31, 2028 while preparing for commercial operation in late 2026.

When does Virgin Galactic expect to begin commercial operations?

Virgin Galactic states it is preparing for commercial operation in the fourth quarter of 2026. The company links its ongoing capital management, liquidity measures, and debt redemption activities to supporting this planned operational timeline.

Filing Exhibits & Attachments

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