SPCX SPCX 8-K

SpaceX raises $25 billion in senior unsecured notes across five tranches maturing 2031-2056

Filed June 26, 2026 · Period ending June 26, 2026 · ~1 min read

Key Changes

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SpaceX issued $25 billion in senior unsecured notes across five tranches: $7B at 5.35% (2031), $6B at 5.65% (2033), $6B at 5.875% (2036), $2.5B at 6.60% (2046), and $3.5B at 6.65% (2056). Semi-annual interest payments begin January 2027.

Item 8.01 verify on EDGAR →
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The notes are unsecured and rank equally with all other unsecured debt and obligations. Noteholders have no collateral backing and would share pro rata with other unsecured creditors in a default.

Item 8.01 verify on EDGAR →
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SpaceX can redeem the notes early at a make-whole premium (present value at Treasury rate plus 20-30 basis points, or par, whichever is greater) before specified Par Call Dates ranging from one to six months before maturity.

Item 8.01 verify on EDGAR →
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SpaceX committed to register an exchange offer within 540 days to swap the restricted notes for freely tradable exchange notes with identical terms, providing initial purchasers a path to public market liquidity.

Item 8.01 verify on EDGAR →

Summary

SpaceX completed a $25 billion debt offering, one of the largest corporate bond issuances by a private company. The five-tranche structure spans maturities from 5 to 30 years, with yields ranging from 5.35% for the shortest tranche to 6.65% for the 2056 notes. The notes are unsecured, meaning bondholders have no claim on specific assets and would rank equally with other unsecured creditors in a restructuring.

For equity holders, this massive capital raise signals SpaceX is funding its ambitious Starship development and Starlink expansion without diluting ownership. The unsecured structure and relatively high yields (compared to investment-grade corporates) reflect SpaceX's private status and the capital-intensive nature of its projects. The company retains flexibility to refinance early via make-whole call provisions. The 540-day exchange offer registration provides initial institutional buyers a path to liquidity, though retail investors should note these notes were placed privately and may have limited secondary market availability until the exchange is completed.

Section-by-Section Diff

Event · Item 8.01 — Other Events

~200 words

SpaceX issued $25 billion in senior unsecured notes across five tranches (2031-2056) with yields ranging from 5.35% to 6.65%.

4 Added

Added Debt issuance - $25 billion senior notes high

Added in current filing · verify on EDGAR →

On June 26, 2026, the Company entered into an indenture (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 (the “2056 Notes”

SpaceX completed a $25 billion debt offering across five tranches with maturities ranging from 5 to 30 years. The notes carry interest rates from 5.350% (2031 notes) to 6.650% (2056 notes), with semi-annual interest payments beginning January 15, 2027. This represents a substantial capital raise for the private space company.

Added Note ranking and security medium

Added in current filing · verify on EDGAR →

The Notes are unsecured obligations of the Company and rank equally in right of payment with all existing and future unsubordinated indebtedness, liabilities and other obligations of the Company.

The notes are unsecured and rank pari passu with other unsecured debt. Noteholders have no collateral backing and would share equally with other unsecured creditors in a default scenario.

Added Redemption provisions medium

Added in current filing · view on EDGAR →

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 prior to the applicable Par Call Date (as set forth in the table below), at a redemption price calculated by the Company (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: 1.(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (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 defined below) plus the Applicable Spread for such Notes (as set forth below) less (b) interest accrued and unpaid thereon to the date of redemption, and 2.100% of the principal amount of the Notes to be redeemed

SpaceX can redeem the notes early at a make-whole premium (greater of present value at Treasury rate plus 20-30 basis points, or par) before specified Par Call Dates ranging from one to six months before maturity. After the Par Call Date, redemption is at par plus accrued interest.

Show 1 minor / wording change

Added Exchange offer registration rights low

Added in current filing · view on EDGAR →

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.

SpaceX committed to register an exchange offer within 540 days to swap the restricted notes for freely tradable exchange notes with identical terms. This provides initial purchasers a path to liquidity in the public markets.