Form 8-K

8-K — Virgin Galactic Holdings, Inc

Accession: 0001706946-26-000017

Filed: 2026-03-30

Period: 2026-03-30

CIK: 0001706946

SIC: 4700 (TRANSPORTATION SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — spce-20260330.htm (Primary)

EX-99.1 (spce-20251231_991pressrele.htm)

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8-K

8-K (Primary)

Filename: spce-20260330.htm · Sequence: 1

spce-20260330

FALSE000170694600017069462026-03-302026-03-30

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): March 30, 2026

____________________________

Virgin Galactic Holdings, Inc.

(Exact name of registrant as specified in its charter)

____________________________

Delaware 001-38202 85-3608069

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1700 Flight Way

Tustin, California

92782

(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:

☐ 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

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 2.02. Results of Operations and Financial Condition.

On March 30, 2026, Virgin Galactic Holdings, Inc. (the “Company”) issued a press release announcing certain financial and other results for the fiscal quarter and year ended December 31, 2025. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.

The information furnished in this Current Report (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1

Press Release, dated March 30, 2026

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.

Date: March 30, 2026

By: /s/ Douglas Ahrens

Name: Douglas Ahrens

Title: Chief Financial Officer and Treasurer

EX-99.1

Filename: spce-20251231_991pressrele.htm · Sequence: 2

Document

Exhibit 99.1

Virgin Galactic Announces Fourth Quarter and Full Year 2025 Financial Results and Provides Business Update

•Sales Open for Virgin Galactic Spaceflight Expeditions - Priced At $750K

•First of Two New SpaceShips Progressing to Ground Test Phase in April; Flight Test Phase Begins Q3 2026

•Commercial Spaceflight Operations with First New SpaceShip Continue on Track for Q4 2026

•Second New SpaceShip Expected to Enter Service Between Late Q4 2026 and Early Q1 2027

ORANGE COUNTY, CALIFORNIA. – March 30, 2026 – Virgin Galactic Holdings, Inc. (NYSE: SPCE) (“Virgin Galactic” or the “Company”) today announced its financial results for the fourth quarter and full year ended December 31, 2025 and provided a business update.

CEO Michael Colglazier said, “We completed pivotal milestones during the first quarter of 2026, and with assembly of our first SpaceShip nearly complete and ground testing set to begin in April, we have released a limited number of Virgin Galactic Spaceflight Expeditions, each priced at $750,000. Fabrication efforts are pivoting to support testing and production of our second SpaceShip, which we expect will enter service between late Q4 2026 and early Q1 2027 in line with our planned ramp in spaceflight cadence. With production of SpaceShips well underway, we are gearing up for rocket motor assembly at our Phoenix factory, with manufacturing planned to begin in Q4 2026. We continue to strategically manage our capital to support our planned ramp in cash flow from commercial spaceline operations.”

Fourth Quarter 2025 Financial Highlights

•Cash position remains strong, with cash, cash equivalents and marketable securities of $338 million as of December 31, 2025.

•Revenue of $0.3 million, compared to $0.4 million in the fourth quarter of 2024, attributable to access fees related to future astronauts.

•GAAP total operating expenses of $61 million, compared to $82 million in the fourth quarter of 2024. Non-GAAP total operating expenses of $53 million in the fourth quarter of 2025, compared to $72 million in the fourth quarter of 2024.

•Net loss of $63 million, compared to a $76 million net loss in the fourth quarter of 2024, with the improvement primarily driven by lower operating expenses.

•Adjusted EBITDA totaled $(49) million, compared to $(63) million in the fourth quarter of 2024, with the improvement primarily driven by lower operating expenses.

•Net cash used in operating activities totaled $52 million, compared to $81 million in the fourth quarter of 2024.

•Cash paid for capital expenditures totaled $42 million, compared to $36 million in the fourth quarter of 2024.

•Free cash flow totaled $(95) million, compared to $(117) million in the fourth quarter of 2024.

•Generated $12 million in gross proceeds through the issuance of 3.5 million shares of common stock as part of the Company’s at-the-market offering program.

Full Year 2025 Financial Highlights

•Revenue of $2 million, compared to $7 million in 2024, with the decrease driven by the pause in commercial spaceflights to focus efforts on the production of the new SpaceShips.

•GAAP total operating expenses of $287 million, compared to $384 million in 2024. Non-GAAP total operating expenses of $249 million, compared to $338 million in 2024.

•Net loss of $279 million, compared to a $347 million net loss in 2024, with the improvement primarily driven by lower operating expenses.

•Adjusted EBITDA totaled $(226) million, compared to $(289) million in 2024, with the improvement primarily driven by lower operating expenses.

•Net cash used in operating activities totaled $240 million, compared to $353 million in 2024.

•Cash paid for capital expenditures totaled $198 million, compared to $122 million in 2024.

•Free cash flow totaled $(438) million, compared to $(475) million in 2024.

•Generated $122 million in gross proceeds through the issuance of 33.5 million shares of common stock as part of the Company’s at-the-market offering programs.

Business Updates

•Newly launched commercial website and astronaut portal completed in conjunction with launch of sales.

•Executed capital realignment transactions in December 2025 to better align debt maturity dates with planned ramp in cash flow from commercial spaceline operations and reduce contractual debt obligations by $142 million.

Financial Guidance

The following forward-looking statements reflect our expectations for the first quarter of 2026 as of March 30, 2026 and are subject to substantial uncertainty. Our results are based on assumptions that we believe to be reasonable as of this date, but may be materially affected by many factors, as discussed below in “Forward-Looking Statements.”

•Free cash flow for the first quarter of 2026 is expected to be in the range of $(90) million to $(95) million.

•For the remainder of 2026, free cash flow is expected to show sequential improvement from the first quarter.

Non-GAAP Financial Measures

In addition to the Company’s results prepared in accordance with generally accepted accounting principles in the United States (GAAP), the Company is also providing certain non-GAAP financial measures. A discussion regarding the use of non-GAAP financial measures and a reconciliation of such measures to the most directly comparable GAAP information is presented later in this press release.

Conference Call Information

Virgin Galactic will host a conference call to discuss the results at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time) today. To access the conference call, parties should dial +1 800-715-9871 or +1 646-307-1963 and enter the conference ID number 8658652. The live audio webcast along with supplemental information will be accessible on the Company’s Investor Relations website at https://investors.virgingalactic.com/events-and-presentations/. A recording of the webcast will also be available following the conference call.

About Virgin Galactic Holdings

Virgin Galactic is an aerospace and space travel company, pioneering human-first spaceflight for private individuals, researchers, and governments with its advanced SpaceShips and launch vehicle. Scale and profitability are driven by next-generation vehicles capable of taking humans to space at an unprecedented frequency with an industry-leading cost structure. You can find more information at https://www.virgingalactic.com/.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements contained in this press release other than statements of historical fact, including, without limitation, statements regarding our spaceflight systems, scaling of our future fleet, increasing our flight rate, development, production and design of our spaceships and proposed timeline for assembly, testing and commercial service using such spaceships, our plans for rocket motor production, and our objectives for future operations, growth plans, including ticket sales, and the Company’s financial forecasts, including expected free cash flow in the first quarter of 2026 and for subsequent quarters in 2026, are forward-looking statements The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “strategy,” “future,” “could,” “would,” “project,” “plan,” “target,” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including but not limited to any delay in future commercial flights of our spaceflight fleet, our ability to successfully develop and test our next generation vehicles, and the time and costs associated with doing so, our expected capital requirements and the availability of additional financing, and the other factors, risks and uncertainties included in our most recent Annual Report on Form 10-K, as such factors may be updated from time to time in our other filings with the Securities and Exchange Commission (the “SEC”), accessible on the SEC’s website at www.sec.gov and the Investor Relations section of our website at www.virgingalactic.com, which could cause our actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.

Fourth Quarter 2025 Financial Results

VIRGIN GALACTIC HOLDINGS, INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(In thousands, except per share amounts)

Three Months Ended Year Ended

December 31, December 31,

2025 2024 2025 2024

Revenue $ 312 $ 429 $ 1,544 $ 7,036

Operating expenses:

Spaceline operations 18,240 20,271 72,769 90,024

Research and development 12,083 28,237 80,466 152,678

Selling, general and administrative 26,802 29,703 117,167 125,496

Depreciation and amortization 3,974 4,171 16,485 15,467

Total operating expenses 61,099 82,382 286,887 383,665

Operating loss (60,787) (81,953) (285,343) (376,629)

Interest income 3,829 8,573 21,842 42,352

Interest expense (3,045) (3,237) (12,782) (12,927)

Debt restructuring expense

(2,798) — (2,798) —

Other income, net 119 59 226 538

Loss before income taxes (62,682) (76,558) (278,855) (346,666)

Income tax expense (benefit)

41 (145) 52 74

Net loss (62,723) (76,413) (278,907) (346,740)

Other comprehensive income (loss):

Foreign currency translation adjustment (6) (25) 6 —

Unrealized loss on marketable securities (81) (939) (152) (93)

Total comprehensive loss $ (62,810) $ (77,377) $ (279,053) $ (346,833)

Net loss per share:

Basic and diluted $ (0.98) $ (2.53) $ (5.44) $ (13.89)

Weighted-average shares outstanding:

Basic and diluted 64,232 30,254 51,242 24,955

VIRGIN GALACTIC HOLDINGS, INC.

Condensed Consolidated Balance Sheets

(In thousands)

December 31,

2025 2024

Assets

Current assets:

Cash and cash equivalents $ 144,727 $ 178,605

Restricted cash 30,988 32,280

Marketable securities, short-term 162,313 384,621

Other current assets 34,870 32,430

Total current assets 372,898 627,936

Marketable securities, long-term — 61,280

Property, plant and equipment, net 388,730 209,114

Other non-current assets 41,551 62,895

Total assets $ 803,179 $ 961,225

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable $ 15,163 $ 3,696

Current portion of long-term debt

47,830 —

Customer deposits 78,535 84,493

Other current liabilities 67,795 61,821

Total current liabilities 209,323 150,010

Non-current liabilities:

Long-term debt 276,362 420,120

Other long-term liabilities 43,530 68,815

Total liabilities 529,215 638,945

Stockholders’ Equity

Common stock 7 3

Additional paid-in capital 3,025,604 2,794,871

Accumulated deficit (2,751,779) (2,472,872)

Accumulated other comprehensive income 132 278

Total stockholders’ equity 273,964 322,280

Total liabilities and stockholders’ equity $ 803,179 $ 961,225

VIRGIN GALACTIC HOLDINGS, INC.

Condensed Consolidated Statements of Cash Flows

(In thousands)

Three Months Ended Year Ended

December 31, December 31,

2025 2024 2025 2024

Cash flows from operating activities:

Net loss $ (62,723) $ (76,413) $ (278,907) $ (346,740)

Stock-based compensation 4,378 5,712 18,698 29,752

Depreciation and amortization 3,974 4,171 16,485 15,467

Amortization of debt issuance costs 571 565 2,292 2,234

Accretion of marketable securities purchased at a discount (691) (2,673) (6,071) (16,635)

Other non-cash items 14 827 (4) 1,457

Change in operating assets and liabilities:

Other current and non-current assets 784 (3,058) (3,609) 10,566

Accounts payable 6,206 (3,839) 11,220 (29,203)

Customer deposits (1,663) (1,647) (5,958) (13,348)

Other current and non-current liabilities (3,325) (4,680) 5,712 (6,253)

Net cash used in operating activities (52,475) (81,035) (240,142) (352,703)

Cash flows from investing activities:

Capital expenditures (42,153) (35,709) (198,045) (121,855)

Purchases of marketable securities (6,289) (16,073) (313,043) (543,434)

Proceeds from maturities and calls of marketable securities 109,418 110,982 601,923 840,335

Other investing activities — 12 8 610

Net cash provided by investing activities 60,976 59,212 90,843 175,656

Cash flows from financing activities:

Proceeds from issuance of long-term debt 212,496 — 212,496 —

Repurchase of convertible debt (320,601) — (320,601) —

Debt issuance costs

(1,827) — (1,827) —

Payments of finance lease obligations (57) (44) (211) (193)

Proceeds from issuance of common stock pursuant to at-the-market offering 12,483 29,098 121,643 137,796

Transaction costs related to issuance of common stock pursuant to at-the-market offering (344) (1,008) (3,523) (2,054)

Proceeds from issuance of common stock and Pre-Funded Warrants pursuant to Registered Offering 45,588 — 45,588 —

Proceeds from issuance of Purchase Warrants 62,517 — 62,517 —

Transaction costs related to issuance of common stock and equity-classified warrants

(2,243) — (2,243) —

Three Months Ended Year Ended

December 31, December 31,

2025 2024 2025 2024

Proceeds from issuance of common stock pursuant to ESPP 473 — 473 —

Withholding taxes paid on behalf of employees on net settled stock-based awards (65) (54) (183) (1,207)

Other financing activities — — — (2)

Net cash provided by (used in) financing activities

8,420 27,992 114,129 134,340

Net increase (decrease) in cash, cash equivalents and restricted cash

16,921 6,169 (35,170) (42,707)

Cash, cash equivalents and restricted cash at beginning of period

158,794 204,716 210,885 253,592

Cash, cash equivalents and restricted cash at end of period

$ 175,715 $ 210,885 $ 175,715 $ 210,885

Cash and cash equivalents $ 144,727 $ 178,605 $ 144,727 $ 178,605

Restricted cash 30,988 32,280 30,988 32,280

Cash, cash equivalents and restricted cash $ 175,715 $ 210,885 $ 175,715 $ 210,885

USE OF NON-GAAP FINANCIAL MEASURES

This press release references certain financial measures that are not prepared in accordance with GAAP, including non-GAAP total operating expenses, Adjusted EBITDA and free cash flow. The Company defines non-GAAP total operating expenses as total operating expenses other than stock-based compensation, depreciation and amortization and legal settlement expense. The Company defines Adjusted EBITDA as earnings before interest expense, income taxes, depreciation and amortization, stock-based compensation, legal settlement expense and debt restructuring expense. The Company defines free cash flow as net cash provided by operating activities less capital expenditures. None of these non-GAAP financial measures is a substitute for or superior to measures prepared in accordance with GAAP and should not be considered as an alternative to any other measures derived in accordance with GAAP.

The Company believes that presenting these non-GAAP financial measures provides useful supplemental information to investors about the Company in understanding and evaluating its operating results, enhancing the overall understanding of its past performance and future prospects, and allowing for greater transparency with respect to key financial metrics used by its management in financial and operational-decision making. However, there are a number of limitations related to the use of non-GAAP measures and their nearest GAAP equivalents. For example, other companies may calculate non-GAAP measures differently, or may use other measures to calculate their financial performance, and therefore any non-GAAP measures the Company uses may not be directly comparable to similarly titled measures of other companies.

A reconciliation of total operating expenses to non-GAAP total operating expenses for the three months ended December 31, 2025 and 2024 and years ended December 31, 2025 and 2024, respectively, is set forth below (in thousands):

Three Months Ended Year Ended

December 31, December 31,

2025 2024 2025 2024

Total operating expenses $ 61,099 $ 82,382 $ 286,887 $ 383,665

Stock-based compensation 4,378 5,712 18,698 29,752

Depreciation and amortization 3,974 4,171 16,485 15,467

Legal settlement expense (125) — 2,250 —

Non-GAAP total operating expenses

$ 52,872 $ 72,499 $ 249,454 $ 338,446

A reconciliation of net loss to Adjusted EBITDA for the three months ended December 31, 2025 and 2024 and years ended December 31, 2025 and 2024, respectively, is set forth below (in thousands):

Three Months Ended Year Ended

December 31, December 31,

2025 2024 2025 2024

Net loss $ (62,723) $ (76,413) $ (278,907) $ (346,740)

Interest expense 3,045 3,237 12,782 12,927

Income tax expense (benefit)

41 (145) 52 74

Depreciation and amortization 3,974 4,171 16,485 15,467

Stock-based compensation 4,378 5,712 18,698 29,752

Legal settlement expense (125) — 2,250 —

Debt restructuring expense 2,798 — 2,798 —

Adjusted EBITDA $ (48,612) $ (63,438) $ (225,842) $ (288,520)

The following table reconciles net cash used in operating activities to free cash flow for the three months ended December 31, 2025 and 2024 and years ended December 31, 2025 and 2024, respectively (in thousands):

Three Months Ended December 31,

Year Ended December 31,

2024 2023 2024 2023

Net cash used in operating activities $ (52,475) $ (81,035) $ (240,142) $ (352,703)

Capital expenditures (42,153) (35,709) (198,045) (121,855)

Free cash flow $ (94,628) $ (116,744) $ (438,187) $ (474,558)

The Company has not provided a reconciliation of forward-looking free cash flow to the most directly comparable GAAP financial measures because such a reconciliation is not available without unreasonable efforts, due to the variability of these items and the fact that there is substantial uncertainty associated with predicting any future adjustments that we may make to our GAAP financial measures in calculating our non-GAAP financial measures.

_______________

For media inquiries:

Aleanna Crane - Vice President, Communications

news@virgingalactic.com

575.800.4422

For investor inquiries:

Eric Cerny - Vice President, Investor Relations

vg-ir@virgingalactic.com

949.774.7637

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

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Namespace Prefix:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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