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Get filing alertsVirgin Galactic exchanges $52.5M of 2027 convertible notes for stock, cutting debt 75%
Filed June 22, 2026 · Period ending June 22, 2026 · ~1 min read
Key Changes
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Company retired $52.5M of its 2027 convertible notes through private exchange for common stock and pre-funded warrants, reducing outstanding 2027 Notes from $70.4M to $17.9M (75% reduction) to strengthen balance sheet ahead of Q4 2026 commercial operations.
Item 3.02 — Unregistered Sales of Equity Securities verify on EDGAR → -
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Share count determined by five-day VWAP starting June 22, 2026, with daily price floored at $3.03 and capped at $4.09 to limit dilution risk while fixing $52.5M principal exchanged.
Item 3.02 — Unregistered Sales of Equity Securities verify on EDGAR → -
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Transaction expected to close June 29, 2026, with shares issued under Section 4(a)(2) exemption to qualified institutional buyers without SEC registration.
Item 3.02 — Unregistered Sales of Equity Securities verify on EDGAR →
Summary
Virgin Galactic negotiated a private exchange to retire approximately $52.5 million of its 2.50% Convertible Senior Notes due 2027, reducing the outstanding balance by 75% from $70.4 million to $17.9 million. The company will issue common stock and pre-funded warrants to the noteholder, with the share count determined by a five-day volume-weighted average price starting June 22, 2026.
The VWAP is collared between $3.03 and $4.09 to manage dilution—if the stock trades below $3.03, fewer shares are issued; above $4.09, the noteholder's benefit is capped. This debt-for-equity swap improves Virgin Galactic's liquidity and balance sheet as it prepares for commercial operations in Q4 2026. By converting debt to equity, the company reduces near-term interest obligations and extends its cash runway.
The transaction is expected to close June 29, 2026, subject to customary conditions. For existing shareholders, the exchange trades dilution today for reduced debt service and a cleaner capital structure heading into the commercial launch phase.
Section-by-Section Diff
Event · Item 3.02 — Unregistered Sales of Equity Securities
Item 3.02 — Unregistered Sales of Equity Securities filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On the Closing Date, the Company will issue shares of the Company’s common stock/pre-funded warrants (collectively, the “Shares”), which 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 the resulting total number of Shares will be issued to the holder on the Closing Date.
The number of shares issued will be calculated using a five-day volume-weighted average price starting June 22, 2026. Each day, one-fifth of the principal plus accrued interest is divided by that day's VWAP, and the five daily amounts are summed to determine total shares issued. The pre-funded warrants have a nominal $0.0001 exercise price and are economically equivalent to common stock, issued solely for the holder to manage beneficial ownership.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 22, 2026 · How we verify