Virgin Galactic Holdings Inc.
05/18/2026 | Press release | Distributed by Public on 05/18/2026 14:11
Private Placement (Form 8-K)
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Item 3.02
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Unregistered Sales of Equity Securities.
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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.
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