Why were some Virgin Galactic (SPCE) shares withheld at $3.07 per share?

Shares were withheld to satisfy tax withholding obligations tied to RSU vesting. The company withheld 83,001 shares of common stock at $3.07 per share, a non-market tax-withholding mechanism classified under transaction code F, rather than a voluntary sale by the executive.

Virgin Galactic (SPCE) CFO nets shares after RSU vesting and tax withholding

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Virgin Galactic Holdings, Inc. Chief Financial Officer Douglas T. Ahrens reported routine equity compensation activity involving restricted stock units (RSUs). On April 7, 2026, he exercised RSUs that convert into common stock on a one-for-one basis, acquiring an aggregate 152,996 shares of common stock through RSU vesting events.

To cover associated tax withholding obligations on these vestings, the issuer withheld a total of 83,001 shares of common stock valued at $3.07 per share, classified as tax-withholding dispositions rather than open-market sales. Following these transactions, Ahrens directly owns 87,270 shares of Virgin Galactic common stock.

Insider Trade Summary

152,996 shares exercised/converted

Mixed 7 txns

Insider Ahrens Douglas T

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	151,619	$0.00	--
Exercise	Restricted Stock Units	1,377	$0.00	--
Exercise	Common Stock	151,619	$0.00	--
Tax Withholding	Common Stock	81,799	$3.07	$251K
Exercise	Common Stock	1,377	$0.00	--
Tax Withholding	Common Stock	743	$3.07	$2K
Tax Withholding	Common Stock	459	$3.07	$1K

Holdings After Transaction: Restricted Stock Units — 303,240 shares (Direct); Common Stock — 168,894 shares (Direct)

Footnotes (1)

Represents the numbers of shares of common stock withheld by the Issuer to cover the Reporting Person's tax withholding obligation upon the annual vesting of restricted stock units ("RSUs") granted on March 20, 2025. Represents the number of shares of common stock withheld by the Issuer to cover the Reporting Person's tax withholding obligation upon the quarterly vesting of RSUs granted on March 16, 2023. Represents the number of shares of common stock withheld by the Issuer to cover the Reporting Person's tax withholding obligation upon the quarterly vesting of RSUs granted on March 16, 2022. RSUs convert into common stock on a one-for-one basis. Represents an award of RSUs granted on March 20, 2025, which vested with respect to 1/3 of the RSUs on March 20, 2026; and thereafter 1/3 of the RSUs will vest on the second anniversary of the Grant Date; and the remaining 1/3 of the RSUs will vest on the third anniversary of the Grant Date, in each case subject to the Reporting Person's continued service through the applicable vesting date. The RSUs may be settled in shares of the Issuer's common stock or, in the Issuer's discretion, in cash. Represents only the unvested portion of the RSUs granted on March 20, 2025, and does not include RSUs with different vesting terms. Represents an award of RSUs granted on March 16, 2023, which vested with respect to 25% of the RSUs on March 16, 2024, and the remaining 75% of the RSUs will vest in 12 quarterly installments thereafter, beginning June 16, 2024, subject to the Reporting Person's continued service through the applicable vesting date. The RSUs may be settled in shares of the Issuer's common stock or, in the Issuer's discretion, cash, upon vesting. Represents only the unvested portion of the RSUs granted on March 16, 2023, and does not include RSUs with different vesting terms.

Key Figures

RSU exercises: 152,996 shares Tax withholding shares: 83,001 shares Withholding price: $3.07 per share +2 more

5 metrics

RSU exercises 152,996 shares Total underlying shares from RSU exercises on April 7, 2026

Tax withholding shares 83,001 shares Shares withheld to cover tax obligations on April 7, 2026

Withholding price $3.07 per share Value used for tax-withholding dispositions (code F)

Shares held after transactions 87,270 shares Common stock directly owned by CFO after April 7, 2026

Large RSU lot exercised 151,619 shares Single RSU block converting into common stock on April 7, 2026

Key Terms

Restricted Stock Units, tax withholding obligation, RSUs convert into common stock on a one-for-one basis, vesting, +1 more

5 terms

Restricted Stock Units financial

"Represents an award of RSUs granted on March 20, 2025, which vested..."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligation financial

"withheld by the Issuer to cover the Reporting Person's tax withholding obligation upon the annual vesting..."

RSUs convert into common stock on a one-for-one basis financial

"RSUs convert into common stock on a one-for-one basis."

vesting financial

"vested with respect to 1/3 of the RSUs on March 20, 2026; and thereafter 1/3..."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

continued service financial

"subject to the Reporting Person's continued service through the applicable vesting date."

Form 4 Insider Transactions: What Each Field Means →

04/09/2026 - 06:53 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ahrens Douglas T

(Last)

(First)

(Middle)

1700 FLIGHT WAY

(Street)

TUSTIN

CALIFORNIA

92782

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Virgin Galactic Holdings, Inc [ SPCE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/07/2026		M		151,619	A	$0	168,894	D
Common Stock	04/07/2026		F		81,799⁽¹⁾	D	$3.07	87,095	D
Common Stock	04/07/2026		M		1,377	A	$0	88,472	D
Common Stock	04/07/2026		F		743⁽²⁾	D	$3.07	87,729	D
Common Stock	04/07/2026		F		459⁽³⁾	D	$3.07	87,270	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾	04/07/2026		M			151,619	⁽⁵⁾	⁽⁵⁾	Common Stock	151,619	$0	303,240⁽⁶⁾	D
Restricted Stock Units	⁽⁴⁾	04/07/2026		M			1,377	⁽⁷⁾	⁽⁷⁾	Common Stock	1,377	$0	5,507⁽⁸⁾	D

Explanation of Responses:

1. Represents the numbers of shares of common stock withheld by the Issuer to cover the Reporting Person's tax withholding obligation upon the annual vesting of restricted stock units ("RSUs") granted on March 20, 2025.

2. Represents the number of shares of common stock withheld by the Issuer to cover the Reporting Person's tax withholding obligation upon the quarterly vesting of RSUs granted on March 16, 2023.

3. Represents the number of shares of common stock withheld by the Issuer to cover the Reporting Person's tax withholding obligation upon the quarterly vesting of RSUs granted on March 16, 2022.

4. RSUs convert into common stock on a one-for-one basis.

5. Represents an award of RSUs granted on March 20, 2025, which vested with respect to 1/3 of the RSUs on March 20, 2026; and thereafter 1/3 of the RSUs will vest on the second anniversary of the Grant Date; and the remaining 1/3 of the RSUs will vest on the third anniversary of the Grant Date, in each case subject to the Reporting Person's continued service through the applicable vesting date. The RSUs may be settled in shares of the Issuer's common stock or, in the Issuer's discretion, in cash.

6. Represents only the unvested portion of the RSUs granted on March 20, 2025, and does not include RSUs with different vesting terms.

7. Represents an award of RSUs granted on March 16, 2023, which vested with respect to 25% of the RSUs on March 16, 2024, and the remaining 75% of the RSUs will vest in 12 quarterly installments thereafter, beginning June 16, 2024, subject to the Reporting Person's continued service through the applicable vesting date. The RSUs may be settled in shares of the Issuer's common stock or, in the Issuer's discretion, cash, upon vesting.

8. Represents only the unvested portion of the RSUs granted on March 16, 2023, and does not include RSUs with different vesting terms.

Remarks:

	/s/ Sarah Kim, Attorney-in-Fact for Douglas T. Ahrens	04/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Virgin Galactic (SPCE) CFO Douglas Ahrens report in this Form 4?

Douglas Ahrens reported routine equity compensation activity. He exercised restricted stock units that convert one-for-one into common stock, acquiring 152,996 shares, while the company withheld some of those shares to cover his tax obligations tied to the vesting events.

Did the Virgin Galactic (SPCE) CFO sell shares on the open market?

No open-market sales were reported. The filing shows F-code transactions where 83,001 shares were withheld by the company at $3.07 per share solely to satisfy tax withholding obligations arising from RSU vesting, not discretionary sales into the market.

How many Virgin Galactic (SPCE) shares does the CFO hold after these transactions?

After the reported transactions, Douglas Ahrens directly holds 87,270 shares of Virgin Galactic common stock. This figure reflects the net position after RSU conversions into common stock and the separate withholding of shares used to satisfy tax obligations.

How many restricted stock units did the Virgin Galactic (SPCE) CFO convert?

The filing shows RSU exercises covering 152,996 underlying shares of common stock. RSUs convert into common stock on a one-for-one basis, so this number directly represents the shares delivered before taxes, arising from vesting awards granted in prior years.

What are the vesting terms mentioned for the Virgin Galactic (SPCE) CFO’s RSUs?

Footnotes describe RSU awards that vest over time, including an award granted March 20, 2025 with thirds vesting annually, and another from March 16, 2023 vesting 25% after one year and the remaining 75% in 12 quarterly installments, contingent on continued service.