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 26, 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 2326, 2026, the Company ~~priced~~entered ~~its~~into ~~previously~~an ~~announced~~indenture ~~Offering~~(the “Indenture”) with The Bank of New York Mellon Trust Company, N.A., as trustee (the “trustee”), pursuant to which the Company issued $7.0 billion aggregate principal amount of its 5.350% Senior Notes due 2031 (the “2031 Notes”), $6.0 billion aggregate principal amount of its 5.650% Senior Notes due 2033 (the “2033 Notes”), $6.0 billion aggregate principal amount of its 5.875% Senior Notes due 2036 (the “2036 Notes”), $2.5 billion aggregate principal amount of its 6.600% Senior Notes due 2046 (the “2046 Notes”), and $3.5 billion aggregate principal amount of its 6.650% Senior Notes due 2056 (~~collectively~~the “2056 Notes” and, together with the 2031 Notes, the 2033 Notes, the 2036 Notes, and the 2046 Notes, the “Notes”). The Notes ~~will~~were beoffered ~~unsecured~~and ~~obligations~~sold ofonly ~~the~~to ~~Company~~persons ~~and~~reasonably ~~will~~believed ~~rank~~to ~~equally~~be inqualified ~~right~~institutional ofbuyers ~~payment~~in ~~with~~reliance ~~all~~on ~~existing~~Rule 144A ~~and~~under ~~future~~the ~~unsubordinated~~Securities ~~indebtedness,~~Act ~~liabilities~~of ~~and~~1933, ~~other~~as ~~obligations~~amended of (the ~~Company.~~“Securities ~~The~~Act”), ~~Offering~~and isoutside ~~expected~~the toUnited ~~settle~~States, ononly ~~June~~to ~~26,~~non-U.S. ~~2026,~~persons ~~subject~~pursuant to ~~customary~~Regulation S ~~closing~~under ~~conditions~~the Securities Act.

The ~~Company~~Notes ~~intends~~bear tointerest ~~use~~at ~~the~~a ~~net~~rate ~~proceeds~~of ~~from~~5.350% per annum with respect to the 2031 Notes, ~~offering~~5.650% toper ~~repay~~annum with respect to the ~~outstanding~~2033 Notes, ~~borrowings~~5.875% ~~under~~per ~~its~~annum ~~bridge~~with ~~loan~~respect ~~facility~~to inthe ~~full~~2036 Notes, to6.600% ~~pay~~per ~~related~~annum ~~fees~~with ~~and~~respect ~~expenses~~to the 2046 Notes, and ~~any~~6.650% ~~remaining~~per ~~amount~~annum ~~for~~with ~~general~~respect ~~corporate~~to ~~purposes~~the 2056 Notes. Interest ~~The~~on the Notes ~~have~~is ~~not~~payable ~~been~~semi-annually ~~registered~~in ~~under~~arrears on January 15 and July 15 of each year, beginning on January 15, 2027. The Company will pay interest to those persons who were holders of record at the ~~Securities~~close ~~Act~~of business on the January 1 or July 1 immediately preceding each interest payment date. The Notes are unsecured obligations of the ~~securities~~Company ~~laws~~and rank equally in right of ~~any~~payment ~~other~~with ~~jurisdiction~~all existing and ~~may~~future ~~not~~unsubordinated beindebtedness, ~~offered~~liabilities orand ~~sold~~other inobligations of the ~~United~~Company. The ~~States~~Indenture ~~absent~~also ~~registration~~contains orcustomary anevent ~~applicable~~of ~~exemption~~default ~~from registration requirements~~provisions.

~~This~~The ~~Current~~Notes ~~Report~~of oneach ~~Form~~series ~~8-K~~will ~~does~~be ~~not~~redeemable, ~~constitute~~in anwhole ~~offer~~or toin ~~sell~~part, orat athe ~~solicitation~~Company’s ofoption anat ~~offer~~any time and from time to ~~buy~~time prior to the ~~securities~~applicable ~~described~~Par ~~herein,~~Call ~~and~~Date ~~shall~~(as ~~not~~set ~~constitute~~forth anin ~~offer~~the table below), ~~solicitation~~at ora ~~sale~~redemption inprice ~~any~~calculated ~~state~~by orthe ~~other~~Company ~~jurisdiction~~(expressed inas ~~which~~a ~~such~~percentage anof ~~offer,~~principal ~~solicitation~~amount orand ~~sale~~rounded ~~would~~to bethree ~~unlawful.~~decimal places) equal to the greater of:

A1.(a) ~~copy~~the sum of the ~~press~~present ~~release~~values ~~announcing~~of the ~~pricing~~remaining scheduled payments of principal and interest thereon discounted to the ~~Offering~~redemption isdate ~~filed~~(assuming the Notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as ~~Exhibit~~defined ~~99.1~~below) ~~hereto~~plus the Applicable Spread for such Notes (as set forth below) less (b) interest accrued and isunpaid ~~incorporated~~thereon ~~herein~~to bythe ~~reference.~~date of redemption, and

2.100% of the principal amount of the Notes to be redeemed,

plus, in either case, accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.

Series

Par Call Date

Applicable Spread

2031 Notes:

June 15, 2031 (one month prior to maturity)

+20 basis points

2033 Notes:

May 15, 2033 (two months prior to maturity)

+20 basis points

2036 Notes:

April 15, 2036 (three months prior to maturity)

+25 basis points

2046 Notes:

January 15, 2046 (six months prior to maturity)

+25 basis points

2056 Notes:

January 15, 2056 (six months prior to maturity)

+30 basis points

The Notes of each series will be redeemable, in whole or in part, at the Company’s option at any time and from time to time on or after the applicable Par Call Date, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the date of redemption.

On June 26, 2026, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC, as representatives of the several initial purchasers, pursuant to which the Company agreed to use commercially reasonable efforts to:

•file a registration statement with respect to a registered offer to exchange the Notes for new exchange notes, which will have terms substantially identical in all material respects to the Notes (except that, among other things, the new exchange notes will not contain terms with respect to transfer restrictions and additional interest);

•cause the exchange offer registration statement to be declared effective under the Securities Act; and

•consummate the registered exchange offer no later than 540 days after the issue date of the Notes.

The foregoing description of the Indenture, the Notes and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the entire text of the Indenture, the forms of the 2031 Notes, the 2033 Notes, the 2036 Notes, the 2046 Notes, the 2056 Notes, and the Registration Rights Agreement, copies of which are filed hereto as Exhibit 4.1 through Exhibit 4.7 and are incorporated by reference herein.

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.
4.1						Indenture, dated as of June 26, 2026, between Space Exploration Technologies Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.2						Form of 5.350% Senior Notes due 2031 (included in Exhibit 4.1).
4.3						Form of 5.650% Senior Notes due 2033 (included in Exhibit 4.1).
4.4						Form of 5.875% Senior Notes due 2036 (included in Exhibit 4.1).
4.5						Form of 6.600% Senior Notes due 2046 (included in Exhibit 4.1).
4.6						Form of 6.650% Senior Notes due 2056 (included in Exhibit 4.1).
4.7						Registration Rights Agreement, dated as of June 26, 2026, among Space Exploration Technologies Corp. and BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC.

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.

~~Space Exploration Technologies Corp.~~

Date: June 23, 2026

By:

/s/ Bret Johnsen

Date: June 26, 2026

By:

/s/ Bret Johnsen

Name: Bret Johnsen

~~Name: Bret Johnsen~~

Title: Chief Financial Officer

~~Title: Chief Financial Officer~~

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