SPCE 8-K
Virgin Galactic Holdings, Inc (SPCE)
8-K
2026-04-24
For: 2026-04-24
View Original
Added on
April 24, 2026
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 24, 2026
____________________________________________________________________________________________________________
(Exact name of registrant as specified in its charter)
____________________________
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (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 | |||||||||||||||
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 1.01 | Entry into a Material Definitive Agreement. | ||||
On April 24, 2026, Virgin Galactic Holdings, Inc. (the “Company”) entered into a supplemental indenture (the “Supplemental Indenture”), by and among the Company, the subsidiary guarantors party thereto and Wilmington Savings Fund Society, FSB, as trustee and notes collateral agent for the Company’s existing 9.80% First Lien Notes due 2028 (the "First Lien Notes"), which amends the provisions of the indenture, dated December 18, 2025 (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.
The amendments in the Supplemental Indenture are technical in nature and are intended to provide greater flexibility to the Company in connection with redemptions of the First Lien Notes and do not otherwise modify, amend or affect the redemption price or the Company’s payment obligations under the Indenture.
The foregoing description is qualified by the full text of the Supplemental Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference.
Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits
Exhibit No. | Description | |||||||
4.1 | ||||||||
104 | ||||||||
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 24, 2026 | By: | /s/ Douglas Ahrens | ||||||||||||
| Name: | Douglas Ahrens | |||||||||||||
| Title: | Chief Financial Officer and Treasurer | |||||||||||||
Exhibit 4.1
FIRST SUPPLEMENTAL INDENTURE
dated as of April 24, 2026
among
VIRGIN GALACTIC HOLDINGS, INC.,
the Subsidiary Guarantors party hereto,
and
WILMINGTON SAVINGS FUND SOCIETY, FSB,
as Trustee
_______________________________
9.80% First Lien Notes due 2028
This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of April 24, 2026, among Virgin Galactic Holdings, Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors party hereto and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”).
RECITALS
WHEREAS, the Company, the Subsidiary Guarantors and the Trustee entered into the Indenture, dated as of December 18, 2025 (as amended or supplemented from time to time, the “Indenture”), relating to the Company’s 9.80% First Lien Notes due 2028 (the “Notes”); and
WHEREAS, pursuant to Section 9.02(a) of the Indenture, the Company, the Subsidiary Guarantors (as applicable) and the Trustee may amend or supplement certain terms and provisions of the Indenture with the consent of the Holders of a majority in aggregate principal amount of the then-outstanding Notes voting as a single class; and
WHEREAS, the provisions that the Company proposes to amend or supplement are among the terms and provisions that are permitted to be amended or supplemented with the consent of the Holders of a majority in aggregate principal amount of the then-outstanding Notes voting as a single class; and
WHEREAS, the Company has obtained such consent and has provided satisfactory evidence to the Trustee of such consent.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:
Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.
Section 2. Amendments.
(a) Section 1.01 of the Indenture is hereby amended by replacing the definition of “Floor Price” in its entirety with the following:
“Floor Price” means the greater of (i) $2.00 and (ii) prior to the date of a Stockholder Approval, the price per share of Common Stock that would cause the aggregate number of shares of Common Stock issued pursuant to any redemption or amortization (combined with any shares of Common Stock issued in any prior redemption or amortization) under ARTICLE 3 to equal or exceed twenty percent (20%) of the Company’s outstanding shares of Common Stock immediately prior to the Issue Date (subject to adjustment for any stock splits, combinations or similar adjustments).
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(b) The definition of “Liquidity Conditions” in Section 1.01 of the Indenture is hereby amended by replacing subclause (e)(ii) in its entirety with the following:
“(ii) the average daily trading volume for the ten (10) Trading Days preceding the date of the applicable notice of redemption;”
(c) Section 1.01 of the Indenture is hereby amended by replacing the definition of “Daily Share Amount” in its entirety with the following:
“‘Daily Share Amount’ means, with respect to any Trading Day, a number of shares of Common Stock equal to 1/N(th) (or 1/10th in the case of a mandatory redemption under Section 3.02) of (a) $1,000 plus accrued and unpaid interest, if any, on such principal amount of Notes divided by (b) the Daily VWAP for such Trading Day. For purposes of this definition, “N” shall mean the number of Trading Days in the Observation Period.”
(d) Section 1.01 of the Indenture is hereby amended by replacing the definition of “Observation Period” in its entirety with the following:
“‘Observation Period’ means (a) for any optional redemption under Section 3.01, the number of Trading Days as determined by the Company and specified in the applicable notice of redemption (which shall be no less than five (5) Trading Days and no more than ten (10) Trading Days) beginning on the Trading Day immediately following the Company’s issuance of a notice of redemption, and (b) for any mandatory redemption under Section 3.02, the ten (10) Trading Day period beginning on the Trading Day immediately following the Company’s issuance of a notice of redemption.”
(e) Section 3.02(h) of the Indenture is hereby amended by replacing subclause (2) in its entirety with the following:
“(2) The number of shares of Common Stock deliverable per $1,000 principal amount of Notes that the Company has elected to redeem using shares of Common Stock will equal the sum of the Daily Share Amounts for each Trading Day in the Observation Period for such redemption on which the Daily VWAP is equal to or greater than the Floor Price; provided, however, that for each Trading Day during the Observation Period on which the Daily VWAP is less than the Floor Price, the Company shall (i) in the case of a mandatory redemption under Section 3.02, pay the redemption price in cash for a principal amount of Notes equal to 1/10th of the principal amount of Notes subject to the applicable redemption notice, or (ii) in the case of an optional redemption under Section 3.01, either (A) pay the redemption price in cash for a principal amount of Notes equal to 1/N(th) of the principal amount of Notes subject to the applicable redemption notice or (B) cancel the redemption with respect to 1/N(th) of the principal amount of Notes subject to the applicable redemption notice, provided that the Company shall specify whether it will rely on the immediately preceding
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clause (A) or clause (B) in the applicable notice of redemption. For purposes of this clause (2), “N” shall mean the number of Trading Days in the Observation Period.”
Section 3. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.
Section 4. This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.
Section 5. This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this First Supplemental Indenture will henceforth be read together. Except as expressly amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.
Section 6. All the agreements of the Company, the Subsidiary Guarantors and Trustee contained in this Supplemental Indenture shall bind each of their successors and assigns whether so expressed or not.
Section 7. In case any provision in this Supplemental Indenture is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
VIRGIN GALACTIC HOLDINGS, INC., a Delaware limited liability company, as the Company
By: /s/ Douglas Ahrens
Name: Douglas Ahrens
Title: Chief Financial Officer and Treasurer
By: /s/ Douglas Ahrens
Name: Douglas Ahrens
Title: Chief Financial Officer and Treasurer
VIRGIN GALACTIC, LLC, a Delaware limited liability company, as a Subsidiary Guarantor
VIRGIN GALACTIC VEHICLE HOLDINGS, INC., a Delaware corporation, as a Subsidiary Guarantor
VEHICLE HOLDINGS, INC., a Delaware corporation, as a Subsidiary Guarantor
GALACTIC CO., LLC, a Delaware limited liability company, as a Subsidiary Guarantor
GALACTIC ENTERPRISES, LLC, a Delaware limited liability company, as a Subsidiary Guarantor
FANME DEVELOPMENT, LLC, a New Mexico limited liability company, as a Subsidiary Guarantor
By: /s/ Douglas Ahrens
Name: Douglas Ahrens
Title: Treasurer
[Signature Page to First Supplemental Indenture]
WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee
By: /s/ Tom McHugh
Name: Tom McHugh
Title: Trust Officer
By: /s/ Tom McHugh
Name: Tom McHugh
Title: Trust Officer
[Signature Page to First Supplemental Indenture]