SpaceX (Nasdaq: SPCX) prices $25B inaugural multi-tranche bond deal
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Space Exploration Technologies Corp. (SpaceX) has priced a $25 billion inaugural bond issuance, consisting of senior unsecured notes in five tranches. These include $7.0 billion of 5.350% notes due 2031, $6.0 billion of 5.650% notes due 2033, $6.0 billion of 5.875% notes due 2036, $2.5 billion of 6.600% notes due 2046, and $3.5 billion of 6.650% notes due 2056. The notes rank equally with SpaceX’s other unsubordinated obligations and the offering is expected to settle on June 26, 2026, subject to customary closing conditions. SpaceX plans to use the net proceeds to repay in full its outstanding bridge loan facility, cover related fees and expenses, and apply any remaining funds to general corporate purposes.
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Insights
SpaceX prices a large multi-tranche unsecured bond to refinance bridge debt.
SpaceX is issuing a total of $25 billion in senior unsecured notes across maturities from 2031 to 2056, with coupons ranging from 5.350% to 6.650%. The notes rank equally with all existing and future unsubordinated obligations.
The company intends to use net proceeds to repay its outstanding bridge loan facility in full, pay related fees and expenses, and for general corporate purposes. This shifts funding from short-term bridge financing toward longer-dated fixed-rate debt, though overall leverage effects are not quantified here.
The notes are offered to qualified institutional buyers under Rule 144A and to non‑U.S. investors under Regulation S, highlighting a private capital markets transaction rather than a public registered deal. Future filings may provide more detail on the company’s broader capital structure.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Total bond issuance: $25.0 billion
2031 notes: $7.0 billion, 5.350%
2033 notes: $6.0 billion, 5.650%
+4 more
7 metrics
Total bond issuance
$25.0 billion
Aggregate principal of inaugural senior notes offering
2031 notes
$7.0 billion, 5.350%
Senior Notes due 2031 coupon and size
2033 notes
$6.0 billion, 5.650%
Senior Notes due 2033 coupon and size
2036 notes
$6.0 billion, 5.875%
Senior Notes due 2036 coupon and size
2046 notes
$2.5 billion, 6.600%
Senior Notes due 2046 coupon and size
2056 notes
$3.5 billion, 6.650%
Senior Notes due 2056 coupon and size
Settlement date
June 26, 2026
Expected closing of notes offering
Key Terms
senior unsecured notes, bridge loan facility, Rule 144A, Regulation S, +2 more
6 terms
senior unsecured notes financial
"offering of senior unsecured notes (the “Offering”)"
Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.
bridge loan facility financial
"use the net proceeds from the Notes offering to repay the outstanding borrowings under its bridge loan facility in full"
A bridge loan facility is short-term financing that helps a company cover an immediate cash need while it arranges longer-term funding, like a temporary bridge spanning a river until a permanent road is built. For investors, it matters because it signals short-term liquidity pressure or planned transactions, can carry higher interest or fees, and may affect future equity or debt terms if the company must refinance, dilute shares, or accept tighter covenants.
Rule 144A regulatory
"offered to persons reasonably believed to be “qualified institutional buyers” in accordance with Rule 144A under the Securities Act"
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
Regulation S regulatory
"to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
forward-looking statements regulatory
"This report on contains certain “forward-looking” statements within the meaning of Section 27A"
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.
general corporate purposes financial
"any remaining amount for general corporate purposes"
"General corporate purposes" refer to the broad range of activities and expenses a company can use its funds for to support its overall operations and growth. This can include things like paying bills, investing in new projects, or strengthening its financial position. For investors, understanding this term helps clarify how a company plans to use its resources to sustain and expand its business over time.
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): June 23, 2026
Space Exploration Technologies Corp.
(Exact name of registrant as specified in its charter)
| Texas | 001-43344 | 01-0627671 | ||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
1 Rocket Road Starbase, TX 78521 (Address of principal executive offices and zip code) | ||||||||
Registrant’s telephone number, including area code: (310) 363-6000
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 | ||||||||||||
Class A common stock, par value $0.001 per share | SPCX | The Nasdaq Stock Market LLC | ||||||||||||
Class A common stock, par value $0.001 per share | SPCX | Nasdaq Texas, LLC | ||||||||||||
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.
Notes Offering
On June 22, 2026, Space Exploration Technologies Corp. (the “Company”) commenced an offering of senior unsecured notes (the “Offering”). On June 23, 2026, the Company priced its previously announced Offering of $7.0 billion of 5.350% Senior Notes due 2031, $6.0 billion of 5.650% Senior Notes due 2033, $6.0 billion of 5.875% Senior Notes due 2036, $2.5 billion of 6.600% Senior Notes due 2046, and $3.5 billion of 6.650% Senior Notes due 2056 (collectively, the “Notes”). The Notes will be unsecured obligations of the Company and will rank equally in right of payment with all existing and future unsubordinated indebtedness, liabilities and other obligations of the Company. The Offering is expected to settle on June 26, 2026, subject to customary closing conditions.
The Company intends to use the net proceeds from the Notes offering to repay the outstanding borrowings under its bridge loan facility in full, to pay related fees and expenses, and any remaining amount for general corporate purposes. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, and shall not constitute an offer, solicitation or sale in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful.
A copy of the press release announcing the pricing of the Offering is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 99.1 | Space Exploration Technologies Corp. Announcement of Pricing of Inaugural Bond Issuance. | |||||||
Forward-Looking Statements
This report on Form 8-K contains certain “forward-looking” statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act regarding the intended use of proceeds. Forward-looking statements involve risks, contingencies and uncertainties, which are difficult to predict and many of which are beyond our control. These risks, contingencies, and uncertainties and other important factors are described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the prospectus contained in our Registration Statement on Form S-1, filed on May 20, 2026, as amended (No. 333-296070). The forward-looking statements in this report speak only as of the date of this report. We undertake no obligation to update these statements unless required by law, and we caution you not to place undue reliance on them.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Space Exploration Technologies Corp. | ||||||||||||||||||||
| Date: June 23, 2026 | By: | /s/ Bret Johnsen | ||||||||||||||||||
| Name: Bret Johnsen | ||||||||||||||||||||
| Title: Chief Financial Officer | ||||||||||||||||||||
Exhibit 99.1
SpaceX Announces Pricing of $25 Billion Inaugural Bond Issuance
June 23, 2026
Starbase, Texas – Space Exploration Technologies Corp. ("SpaceX") (Nasdaq: SPCX) today announced the pricing of its previously announced inaugural offering (the “Offering”) of $7.0 billion of 5.350% Senior Notes due 2031, $6.0 billion of 5.650% Senior Notes due 2033, $6.0 billion of 5.875% Senior Notes due 2036, $2.5 billion of 6.600% Senior Notes due 2046, and $3.5 billion of 6.650% Senior Notes due 2056 (collectively, the “Notes”). The Notes will be unsecured obligations of SpaceX and will rank equally in right of payment with all existing and future unsubordinated indebtedness, liabilities and other obligations of SpaceX. The Offering is expected to settle on June 26, 2026, subject to customary closing conditions.
SpaceX intends to use the net proceeds from the Notes Offering to repay the outstanding borrowings under its bridge loan facility in full, to pay related fees and expenses, and any remaining amount for general corporate purposes.
The Notes are being offered to persons reasonably believed to be “qualified institutional buyers” in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, and shall not constitute an offer, solicitation or sale in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful. This notice is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
About SpaceX
Founded in 2002, SpaceX is the only company building the integrated hardware and software infrastructure of the future across space, connectivity, and AI. At our core, we are builders. We design, manufacture, launch, and operate products and services built on cutting-edge technologies, including the world’s most advanced rockets and spacecraft.
Forward-Looking Statements
This release contains certain “forward-looking” statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements involve risks, contingencies and uncertainties, which are difficult to predict and many of which are beyond our control. These risks, contingencies, and uncertainties and other important factors are described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the prospectus contained in our Registration Statement on Form S-1, filed on May 20, 2026, as amended (No. 333-296070). The forward-looking statements in this release speak only as of the date of this release. We undertake no obligation to update these statements unless required by law, and we caution you not to place undue reliance on them.
Contacts
Media
media@spacex.com
Investors
investors@spacex.com
FAQ
What bond offering did SpaceX (SPCX) announce in this 8-K?
SpaceX announced pricing of an inaugural bond issuance totaling $25 billion in senior unsecured notes. The deal includes five tranches with maturities between 2031 and 2056, each carrying fixed coupon rates from 5.350% to 6.650%.
How will SpaceX (SPCX) use the proceeds from its $25 billion notes?
SpaceX plans to use net proceeds primarily to repay outstanding borrowings under its bridge loan facility in full. Additional funds will cover related fees and expenses, with any remaining amount earmarked for general corporate purposes, according to the disclosure.
What are the key terms of SpaceX’s 5.350% senior notes due 2031?
One tranche consists of $7.0 billion of 5.350% Senior Notes due 2031. These are unsecured obligations ranking equally with SpaceX’s existing and future unsubordinated indebtedness, forming the shortest-dated portion of the company’s multi-tranche bond structure.
When is SpaceX’s inaugural bond offering expected to settle?
The bond offering is expected to settle on June 26, 2026, subject to customary closing conditions. Settlement will complete the issuance of all five tranches of senior unsecured notes described, assuming those conditions are satisfied as outlined.
Who can buy SpaceX’s new senior notes under this offering?
The notes are being offered to qualified institutional buyers under Rule 144A and to non-U.S. persons outside the United States under Regulation S. They are not registered under the Securities Act and require an exemption for U.S. sales.
Are SpaceX’s new notes secured or subordinated debt?
The new securities are issued as senior unsecured notes. They will rank equally in right of payment with all existing and future unsubordinated indebtedness, liabilities, and other obligations of SpaceX, according to the company’s disclosure.