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 1122, 2026

____________________________________________________________________________________________________________

Virgin Galactic Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38202

85-3608069

~~001-38202~~

~~85-3608069~~

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1700 Flight WayTustin, California

92782

1700 Flight Way Tustin, California

92782

(Address of principal executive offices)

(Zip Code)

~~(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:

~~Check~~☐ ~~the~~Written ~~appropriate~~communications ~~box~~pursuant ~~below if the Form 8-K filing is intended~~ to ~~simultaneously~~Rule ~~satisfy~~425 ~~the~~under ~~filing obligation of~~ the ~~registrant~~Securities ~~under~~Act ~~any~~(17 ofCFR ~~the following provisions :~~230.425)

☐ ~~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))

☐	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

Common stock, $0.0001 par value per share

SPCE

New York Stock Exchange

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 53.02. ~~Departure~~Unregistered ofSales ~~Directors or Certain Officers; Election~~ of ~~Directors;~~Equity ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Securities.

On June 11 22, 2026, Virgin Galactic Holdings, Inc. (the “Company”) ~~held~~entered ~~its~~into ~~2026~~a ~~Annual~~privately ~~Meeting~~negotiated ofexchange ~~Stockholders~~agreement ~~(the~~with ~~“Annual~~a ~~Meeting”).~~holder Atof ~~the~~its ~~Annual~~2.50% ~~Meeting,~~Convertible ~~the~~Senior ~~Company’s~~Notes ~~stockholders~~due ~~approved~~2027 (the ~~Fourth~~“2027 ~~Amended~~Notes”) ~~and~~to ~~Restated~~exchange ~~Virgin Galactic Holdings, Inc. 2019 Incentive Award Plan~~ (the “~~Fourth A&R Plan~~Exchange”), ~~which~~approximately ~~was~~$52.5 million ~~adopted~~in byaggregate ~~the~~principal ~~Company’s~~amount ~~Board~~ of ~~Directors~~2027 ~~(the~~Notes ~~“Board”)~~held onby ~~April~~such ~~14,~~holder ~~2026,~~for ~~and became effective on~~ the ~~date~~Shares of(as ~~Company~~defined ~~stockholder approval~~below).

~~Fourth~~The ~~A&R~~Company ~~Plan~~entered into the Exchange to improve liquidity, manage its cash position and strengthen its balance sheet as it prepares for commercial operation in the fourth quarter of 2026. The holder of the 2027 Notes has agreed to accept the Shares in lieu of the cash payment obligation that they otherwise would be entitled to receive for the principal and interest under the 2027 Notes. Following the completion of the Exchange, the Company will reduce the outstanding 2027 Notes by approximately 75%, from $70.4 million to $17.9 million in aggregate principal amount outstanding.

The ~~Fourth~~Exchange ~~A&R~~is ~~Plan~~expected ~~amends~~to ~~and~~close ~~restates~~on or about June 29, 2026 (the ~~Third~~“Closing ~~Amended~~Date”), ~~and~~subject ~~Restated~~to ~~Virgin~~the ~~Galactic~~satisfaction ~~Holdings,~~of ~~Inc~~customary closing conditions. ~~2019~~On ~~Incentive~~the ~~Award~~Closing ~~Plan~~Date, the Company will issue shares of the Company’s common stock/pre-funded warrants (collectively, the “~~Third~~Shares”), ~~A&R~~which ~~Plan~~will be determined over a five-day observation period beginning on June 22, 2026. One fifth (1/5th) of the aggregate principal amount of the 2027 Notes to be exchanged (including accrued and unpaid interest) will be divided by the daily volume-weighted average price of the common stock (the “Daily VWAP”) for each respective trading day during the observation period. The five daily amounts will then be added together, and ~~makes~~the resulting total number of Shares will be issued to the ~~following~~holder ~~material~~on ~~changes~~the Closing Date. The pre-funded warrants, which have a nominal exercise price of $0.0001 per share, are being issued in lieu of shares of the Company’s common stock in the Exchange solely for the holder to manage its beneficial ownership, and are intended to be economically equivalent to the ~~Third~~shares ~~A&R~~of ~~Plan:~~common stock.

			(i)			Increases the number of shares available by 9,450,000 shares with an aggregate of 17,120,437 shares reserved for issuance under the Fourth A&R Plan;
			(ii)			Increases the number of shares which may be granted as incentive stock options under the Fourth A&R Plan, such that an aggregate of 17,120,437 shares may be granted as incentive stock options under the Fourth A&R Plan; and
			(iii)			Extends the right to grant awards through June 11, 2036; provided that incentive stock options (as defined under Section 422 of the Internal Revenue Code of 1986, as amended) may not be granted under the Fourth A&R Plan after April 14, 2036.

The Daily VWAP will be subject to a floor of no lower than $3.03 and a cap of no higher than $4.09. The Daily VWAP will solely be used to determine the total number of Shares to be issued to the holder and will not impact the principal amount of the 2027 Notes being exchanged.

The ~~terms~~issuance ~~and conditions~~ of the ~~Fourth~~Shares ~~A&R~~by ~~Plan~~the ~~are~~Company ~~described~~is being made in ~~the~~reliance ~~section~~on ~~entitled~~the ~~“Proposal~~exemption ~~No.~~from 4:the ~~Approval~~registration requirements of the ~~Fourth~~Securities ~~Amended~~Act ~~and~~of ~~Restated~~1933, ~~Virgin~~as ~~Galactic~~amended ~~Holdings~~(the “Securities Act”), ~~Inc~~provided by Section 4(a)(2) of the Securities Act. ~~2019~~The ~~Incentive~~Shares ~~Award~~will ~~Plan~~be issued only to investors that qualify as “qualified institutional buyers” (as such term is defined in Rule 144A of the ~~Company’s~~Securities ~~Definitive~~Act) ~~Proxy~~and ~~Statement~~institutional on“accredited ~~Schedule~~investors” ~~14A~~(as ~~filed~~such ~~with~~term is defined in Rule 501 of Regulation D under the Securities ~~and~~Act). ~~Exchange~~The ~~Commission~~Shares onhave ~~April~~not 21been registered under the Securities Act or the securities laws of any state or other jurisdiction, ~~2026~~and (may not be offered or sold in the ~~“Proxy~~United ~~Statement”)~~States absent registration or an applicable exemption from the registration requirements of the Securities Act and such other jurisdictions.

~~The~~*** foregoing description of the Fourth A&R Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Fourth A&R Plan which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

~~Item~~Forward ~~5.07~~Looking ~~Submission~~Statements ~~of Matters to a Vote of Security Holders.~~

OnThis ~~June~~Current 11Report on Form 8-K contains forward-looking statements, ~~2026~~including, without limitation, statements relating to the ~~Company~~completion ~~held~~of ~~its~~the ~~Annual~~Exchange ~~Meeting~~and the timing of commercial operations. ~~The~~These ~~holders~~forward-looking statements are based on management’s current expectations and involve a number of risks and uncertainties. For a more complete discussion of these risk factors, see the Company’s ~~common~~filings ~~stock~~with ~~considered~~the Securities and ~~voted~~Exchange Commission, including the Company’s most recent annual report on ~~five~~Form ~~proposals~~10-K. atIf ~~the~~one ~~Annual~~or ~~Meeting~~more ~~and~~of ~~cast~~these ~~their~~risks ~~votes~~or other risks materialize, actual results may vary materially from those expressed. The Company cautions readers not to place undue reliance on ~~each~~these ~~such~~forward-looking ~~proposal~~statements, ~~each~~which speak only as of ~~which~~the ~~was~~date ~~described~~of inthis report, and the Company’s ~~Proxy~~undertake ~~Statement.~~no ~~The~~obligation ~~results~~to ~~were~~update asor ~~follows:~~revise any forward-looking statement, except to the extent required by applicable law.

Proposal 1 – Election of directors to hold office until the Company’s annual meeting of stockholders to be held in 2027 and until their respective successors have been duly elected and qualified, or until their earlier death, resignation or removal.

NAME OF DIRECTOR	FOR		WITHHELD		BROKER NON-VOTES
Raymond Mabus, Jr.		10,547,129		686,169		33,317,780
Michael Colglazier		10,435,294		798,004		33,317,780
Henio Arcangeli, Jr.		9,752,087		1,481,211		33,317,780
Allison Belzberg		10,469,742		763,557		33,317,779
Tina Jonas		10,529,459		703,840		33,317,779
Craig Kreeger		9,794,137		1,439,161		33,317,780
Wanda Sigur		10,553,397		679,902		33,317,779
Diana Strandberg		8,968,272		2,265,027		33,317,779
W. Gilbert West		10,391,933		841,365		33,317,780

Proposal 2 – Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.

FOR						AGAINST						ABSTAINED						BROKER NON-VOTES
43,076,193						1,268,348						206,537						-

Proposal 3 – Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.

FOR						AGAINST						ABSTAINED						BROKER NON-VOTES
7,369,092						3,620,695						243,503						33,317,788

Proposal 4 – Approval of the Fourth Amended and Restated Virgin Galactic Holdings, Inc. 2019 Incentive Award Plan.

FOR						AGAINST						ABSTAINED						BROKER NON-VOTES
9,270,078						1,757,066						206,149						33,317,785

Proposal 5 – An advisory (non-binding) vote to approve the frequency of future advisory votes on the compensation of the Company’s named executive officers.

ONE YEAR						TWO YEARS						THREE YEARS						ABSTAINED						BROKER NON-VOTES
10,161,566						382,155						461,090						228,478						33,317,789

Based upon the results set forth in Proposal 5 above, the Company currently intends to hold an advisory vote on the compensation of its named executive officers every year.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.						Description
10.1						Fourth Amended and Restated Virgin Galactic Holdings, Inc. 2019 Incentive Award Plan
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

~~VIRGIN GALACTIC HOLDINGS, INC.~~

Date: June 15, 2026

By:

/s/ Sarah Kim

Date: June 22, 2026

By:

/s/ Douglas Ahrens

Name:

~~Name:~~Douglas Ahrens

~~Sarah Kim~~

Title:

~~Title:~~Chief Financial Officer and Treasurer

~~Executive Vice President, Chief Legal Officer and Corporate Secretary~~

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