424B7
Resale prospectus
✓ VerifiedVirgin Galactic updated its resale prospectus for up to 68,061,371 shares tied to its December 18, 2025 debt exchange, adding new selling stockholders without registering additional shares.
Filed Jul 17, 2026 · 16:35 ET
Summary
- This prospectus supplement updates the January 23, 2026 resale registration statement to add new Selling Stockholders who acquired Shares from existing Selling Stockholders, and does not register any additional Shares.
- In the December 18, 2025 Previously Announced Transactions, the Company repurchased approximately $354.6 million in aggregate principal amount of its 2.50% Convertible Senior Notes due 2027 and issued approximately $212.5 million in aggregate principal amount of 9.80% first lien notes due 2028 plus warrants.
- The Purchase Warrants allow purchase of up to approximately 31.7 million Shares at an exercise price of $6.696 per share.
- The registration covers resale of up to 68,061,371 Shares, consisting of 31,734,751 Shares from Purchase Warrant exercises and 36,326,620 Shares from Note redemptions.
- The Company will not receive any proceeds from sales of common stock by the holders.
- On July 15, 2026, the last reported sale price of the common stock was $2.71 per share, versus the $6.696 warrant exercise price.
Key facts
- Shares registered for resale
- 68,061,371
From the filing for Shares registered for resale
“the Company filed the Registration Statement to register the resale, from time to time, of up to 68,061,371 Shares”
- Convertible notes repurchased
- approximately $354.6 million
From the filing for Convertible notes repurchased
“the Company repurchased on December 18, 2025 approximately $354.6 million in aggregate principal amount of its 2.50% Convertible Senior Notes due 2027”
- First lien notes issued
- approximately $212.5 million
From the filing for First lien notes issued
“issued approximately $212.5 million in aggregate principal amount of its 9.80% first lien notes due 2028”
- Warrant exercise price
- $6.696 per share
From the filing for Warrant exercise price
“warrants (the "Purchase Warrants") to purchase, at an exercise price of $6.696 per share, up to approximately 31.7 million Shares”
- Shares from warrant exercise
- 31,734,751 Shares
From the filing for Shares from warrant exercise
“(i) 31,734,751 Shares issuable to the Selling Stockholders upon the exercise of Purchase Warrants”
- Shares from note redemption
- 36,326,620 Shares
From the filing for Shares from note redemption
“(ii) 36,326,620 Shares issuable to the Selling Stockholders upon a redemption by the Company of the Notes”
- Last reported sale price
- $2.71 per share
From the filing for Last reported sale price
“On July 15, 2026, the last reported sale price of our common stock was $2.71 per share.”
- Shares outstanding
- 134,024,868 shares
From the filing for Shares outstanding
“Beneficial ownership is determined in accordance with the rules and regulations of the SEC based on 134,024,868 shares of common stock outstanding as of June 15, 2026.”
Why it mattersThe filing lets holders of Virgin Galactic's debt-exchange warrants and note-redemption shares resell up to 68,061,371 shares. It reflects the December 2025 restructuring that swapped 2027 convertibles for 9.80% first lien notes due 2028.
- Filed
- Jul 17, 2026
- Accepted
- 2026-07-17 20:35Z
- Accession no.
- 0001193125-26-307910
- Size
- 91 KB
- Index
- Filing index