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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to
Commission File No. 001-38202
Virgin Galactic Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
 85-3608069
(State or other jurisdiction of
incorporation or organization)
(I.R.S. 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)
N/A
(Former name, former address and former fiscal year, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒
As of August 5, 2026, there were 151,595,903 shares of the Company’s common stock outstanding.

Table of Contents
VIRGIN GALACTIC HOLDINGS, INC.
TABLE OF CONTENTS
Page
Financial Statements (Unaudited)


1
Table of Contents

Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements (including within the meaning of the Private Securities Litigation Reform Act of 1995) concerning us and other matters. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of management, as well as assumptions made by, and information currently available to management.

Forward-looking statements may be accompanied by words such as “achieve,” “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “future,” “grow,” “increase,” “intend,” “may,” “opportunity,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strategy,” “target,” “will,” “would,” or similar words, phrases, or expressions. These forward-looking statements are subject to various risks and uncertainties, many of which are outside our control. Therefore, you should not place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the following:

•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;

•the safety of our spaceflight systems;

•the development of the markets for commercial spaceflight and commercial research and development payloads;

•our ability to effectively market and sell spaceflights;

•our ability to convert our backlog or inbound inquiries into revenue;

•our anticipated full passenger capacity;

•our ability to achieve or maintain profitability;

•delay in development or the manufacture of spaceflight systems;

•our ability to supply our technology to additional market opportunities;

•our expected capital requirements, the availability of additional financing and our ability to continue as a going concern;

•our ability to attract or retain highly qualified personnel;

•the effect of terrorist activity, armed conflict, natural disasters or pandemic diseases on the economy generally, on our future financial or operational results, or our access to additional financing;

•consumer preferences and discretionary purchasing activity, which can be significantly adversely affected by unfavorable economic or market conditions;

•extensive and evolving government regulations that impact the way we operate, including the potential negative effects of changes in United States tariff and import/export regulations;

•risks associated with international expansion;

•our expectations regarding the resolution of certain legal proceedings, including anticipated settlement amounts and timing, which may be subject to change based on various factors, including court approvals and negotiations with involved parties;

2
Table of Contents
•our ability to maintain effective internal control over financial reporting and disclosure and procedures; and

•our ability to continue to use, maintain, enforce, protect and defend our owned and licensed intellectual property, including the Virgin brand.
Additional factors that may cause actual results to differ materially from current expectations include, among other things, those set forth in Part I, Item 1. “Business,” Part I, Item 1A. “Risk Factors,” and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report on Form 10-K”) and in Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q. Although we believe that the expectations reflected in the forward-looking statements are reasonable, our information may be incomplete or limited, and we cannot guarantee future results. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.
Each of the terms the “Company,” “Virgin Galactic,” “we,” “our,” “us” and similar terms used herein refer collectively to Virgin Galactic Holdings, Inc., a Delaware corporation, and its consolidated subsidiaries, unless otherwise stated.

3
Table of Contents
PART I. FINANCIAL INFORMATION
VIRGIN GALACTIC HOLDINGS, INC.
Condensed Consolidated Balance Sheets
(Unaudited; in thousands, except share and per share amounts)
June 30, 2026 December 31, 2025
Assets
Current assets:
Cash and cash equivalents $ 187,340  $ 144,727 
Restricted cash 31,072  30,988 
Marketable securities
 67,714  162,313 
Other current assets 26,457  34,870 
Total current assets 312,583  372,898 
Property, plant and equipment, net 465,848  388,730 
Other non-current assets 37,845  41,551 
Total assets $ 816,276  $ 803,179 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable $ 20,758  $ 15,163 
Current portion of long-term debt
 29,983  47,830 
Customer deposits 80,270  78,535 
Other current liabilities 61,510  67,795 
Total current liabilities 192,521  209,323 
Non-current liabilities:
Long-term debt
 189,056  276,362 
Other long-term liabilities
 38,585  43,530 
Total liabilities 420,162  529,215 
Commitments and contingencies (Note 14)
Stockholders’ Equity
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding
 —  — 
Common stock, $0.0001 par value; 700,000,000 shares authorized; 141,277,897 and 73,326,504 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively
 14  7 
Additional paid-in capital 3,268,427  3,025,604 
Accumulated deficit (2,872,383) (2,751,779)
Accumulated other comprehensive income 56  132 
Total stockholders’ equity
 396,114  273,964 
Total liabilities and stockholders’ equity
 $ 816,276  $ 803,179 
See accompanying notes to condensed consolidated financial statements.
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Table of Contents
VIRGIN GALACTIC HOLDINGS, INC.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited; in thousands, except per share amounts)
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Revenue $ 134  $ 406  $ 361  $ 867 
Operating expenses:
Spaceline operations 28,182  14,206  57,822  35,032 
Research and development 4,339  20,121  11,051  53,431 
Selling, general and administrative 28,556  31,850  54,107  62,400 
Depreciation and amortization 3,983  4,171  7,899  8,394 
Total operating expenses 65,060  70,348  130,879  159,257 
Operating loss (64,926) (69,942) (130,518) (158,390)
Interest income 2,396  5,832  5,097  13,047 
Interest expense (1,994) (3,247) (3,822) (6,487)
Gain on extinguishment of debt 8,639  —  8,639  — 
Other income, net 26  40  60  74 
Loss before income taxes (55,859) (67,317) (120,544) (151,756)
Income tax expense (benefit) 30  (37) 60  11 
Net loss (55,889) (67,280) (120,604) (151,767)
Other comprehensive loss:
Foreign currency translation adjustment (7) 22  (10) 18 
Unrealized gain (loss) on marketable securities 19  (134) (66) (310)
Total comprehensive loss $ (55,877) $ (67,392) $ (120,680) $ (152,059)
Net loss per share:
Basic and diluted $ (0.50) $ (1.47) $ (1.27) $ (3.74)
Weighted-average shares outstanding:
Basic and diluted 110,757  45,641  95,206  40,569 
See accompanying notes to condensed consolidated financial statements.
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VIRGIN GALACTIC HOLDINGS, INC.
Condensed Consolidated Statements of Stockholders’ Equity    
(Unaudited; in thousands, except share amounts)
Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive
Income (Loss)		 Total
Shares Amount
Balance at December 31, 2024
 32,995,822 $ 3  $ 2,794,871  $ (2,472,872) $ 278  $ 322,280 
Net loss —  —  —  (84,487) —  (84,487)
Other comprehensive loss —  —  —  —  (180) (180)
Stock-based compensation for equity-classified awards —  —  4,833  —  —  4,833 
Issuance of common stock pursuant to stock-based awards, net of withholding taxes 49,040  —  (50) —  —  (50)
Issuance of common stock pursuant to at-the-market offering 6,946,164  1  30,729  —  —  30,730 
Transaction costs —  —  (955) —  —  (955)
Balance at March 31, 2025
 39,991,026  4  2,829,428  (2,557,359) 98  272,171 
Net loss —  —  —  (67,280) —  (67,280)
Other comprehensive loss
 —  —  —  —  (112) (112)
Stock-based compensation for equity-classified awards —  —  4,741  —  —  4,741 
Issuance of common stock pursuant to stock-based awards, net of withholding taxes 69,473  —  (55) —  —  (55)
Issuance of common stock pursuant to at-the-market offering 15,726,154  2  55,598  —  —  55,600 
Transaction costs —  —  (1,692) —  —  (1,692)
Balance at June 30, 2025
 55,786,653  $ 6  $ 2,888,020  $ (2,624,639) $ (14) $ 263,373 
See accompanying notes to condensed consolidated financial statements.





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VIRGIN GALACTIC HOLDINGS, INC.
Condensed Consolidated Statements of Stockholders’ Equity    
(Unaudited; in thousands, except share amounts)
Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive
Income (Loss)		 Total
Shares Amount
Balance at December 31, 2025
 73,326,504 $ 7  $ 3,025,604  $ (2,751,779) $ 132  $ 273,964 
Net loss —  —  —  (64,715) —  (64,715)
Other comprehensive loss —  —  —  —  (88) (88)
Stock-based compensation for equity-classified awards —  —  3,928  —  —  3,928 
Issuance of common stock pursuant to stock-based awards, net of withholding taxes 6,140  —  (8) —  —  (8)
Issuance of common stock pursuant to at-the-market offering 3,970,640  —  10,961  —  —  10,961 
Exercises of Pre-Funded Warrants
 4,106,056  1  —  —  —  1 
Transaction costs —  —  (314) —  —  (314)
Balance at March 31, 2026
 81,409,340  8  3,040,171  (2,816,494) 44  223,729 
Net loss —  —  —  (55,889) —  (55,889)
Other comprehensive income —  —  —  —  12  12 
Stock-based compensation for equity-classified awards —  —  6,861  —  —  6,861 
Issuance of common stock pursuant to stock-based awards, net of withholding taxes 1,118,850  —  (1,785) —  —  (1,785)
Issuance of common stock pursuant to at-the-market offering 41,013,382  4  134,055  —  —  134,059 
Issuance of common stock pursuant to the redemption and exchange of debt 17,542,577  2  61,929  —  —  61,931 
Issuance of pre-funded warrants pursuant to exchange of debt —  —  30,315  —  —  30,315 
Issuance of common stock related to the employee stock purchase plan 193,748  —  476  —  —  476 
Transaction costs —  —  (3,595) —  —  (3,595)
Balance at June 30, 2026
 141,277,897  $ 14  $ 3,268,427  $ (2,872,383) $ 56  $ 396,114 
See accompanying notes to condensed consolidated financial statements.
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VIRGIN GALACTIC HOLDINGS, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited; in thousands)
Six Months Ended June 30,
2026 2025
Cash flows from operating activities:
Net loss $ (120,604) $ (151,767)
Stock-based compensation 10,944  9,601 
Depreciation and amortization 7,899  8,394 
Gain on extinguishment of debt (8,639) — 
Amortization of debt issuance costs 918  1,143 
Accretion of marketable securities purchased at a discount (810) (4,007)
Other non-cash items (11) (22)
Change in operating assets and liabilities:
Other current and non-current assets
 7,139  (550)
Accounts payable
 2,851  3,965 
Customer deposits 1,735  (3,622)
Other current and non-current liabilities
 (5,095) 5,501 
Net cash used in operating activities (103,673) (131,364)
Cash flows from investing activities:
Capital expenditures (80,373) (104,408)
Purchases of marketable securities (68,118) (220,925)
Proceeds from maturities and calls of marketable securities 163,465  355,959 
Other investing activities
 10  8 
Net cash provided by investing activities
 14,984  30,634 
Cash flows from financing activities:
Payments of long-term debt
 (8,203) — 
Payments of finance lease obligations (119) (98)
Proceeds from issuance of common stock pursuant to at-the-market offering
 145,020  86,330 
Transaction costs related to issuance of common stock pursuant to at-the-market offering
 (3,748) (2,552)
Other debt and equity transaction costs (247) — 
Proceeds from issuance of common stock pursuant to employee stock purchase plan 476  — 
Withholding taxes paid on behalf of employees on net settled stock-based awards (1,793) (108)
Net cash provided by financing activities 131,386  83,572 
Net increase (decrease) in cash, cash equivalents and restricted cash 42,697  (17,158)
Cash, cash equivalents and restricted cash at beginning of period 175,715  210,885 
Cash, cash equivalents and restricted cash at end of period $ 218,412  $ 193,727 
Cash and cash equivalents $ 187,340  $ 163,547 
Restricted cash 31,072  30,180 
Cash, cash equivalents and restricted cash $ 218,412  $ 193,727 
See accompanying notes to condensed consolidated financial statements.
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VIRGIN GALACTIC HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements

(1)    Description of Business and Basis of Presentation
Virgin Galactic Holdings, Inc., together with its consolidated subsidiaries (“Virgin Galactic” or the “Company”), is an aerospace and space travel company focused on the development, manufacture and operation of spaceships and related technologies. The Company provides access to space for private individuals, researchers and government agencies. The Company’s missions include flying passengers to space, as well as flying scientific payloads and researchers to space in order to conduct experiments for scientific and educational purposes.
The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial reporting. Certain information and footnote disclosures, normally included in annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), have been condensed or omitted pursuant to such rules and regulations. However, in management’s opinion, the condensed consolidated financial statements reflect all adjustments, including those of a normal recurring nature, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods presented.
The operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the entire fiscal year. The accompanying condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. There have been no changes to the significant accounting policies presented in the audited consolidated financial statements contained in the Annual Report on Form 10-K that would have a material impact on the accompanying condensed consolidated financial statements.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates.
(2)    Liquidity and Financial Condition
The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern and will be able to realize its assets and satisfy its liabilities in the normal course of business.
The Company is currently in the pre-commercial service phase and accordingly has no spaceflight revenue. The Company has recently used significant cash for operating activities and capital expenditures primarily related to the development of its next-generation spaceships and expects to continue to incur significant operating expenses and capital expenditures to complete the production of these spaceships and place them into commercial operation.
In preparation of the condensed consolidated financial statements, management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the date the condensed consolidated financial statements are issued, in accordance with the requirements of the Financial Accounting Standards Board's Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern (“ASC 205-40”).
Factors, among others, that are included in management’s evaluation are:
•cash, cash equivalents, and marketable securities on hand as of the date the condensed consolidated financial statements are issued;
•all company costs that are forecasted to be incurred over the upcoming twelve months from the date the condensed consolidated financial statements are issued, including costs expected to be incurred in completing fabrication and testing of the next-generation spaceships and costs expected to be incurred in the ramp-up to, and commercial operation of, spaceflights; and
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VIRGIN GALACTIC HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
•all contractual debt payments due within the next twelve months are assumed to be settled in cash.
Items that are planned or expected by management, but the execution of which may not be fully under management’s control, are not included in management’s evaluation in accordance with ASC 205-40. Factors, among others, excluded from management’s evaluation include:
•Revenues: any revenues or cash receipts, from spaceflights or otherwise, planned during the upcoming twelve months.
•Capital Market Transactions: any proceeds from capital market transactions, whether from debt issuance, equity issuance, or otherwise.
•Debt Repayment Terms: any change of contractual debt repayment schedules or settlement methods.
Management’s evaluation, which excluded the items that are not within its control (i.e., Revenues, Capital Market Transactions, and Debt Repayment Terms), resulted in the determination that the Company may not have sufficient cash and marketable securities to maintain its planned operations for the next twelve months following the issuance date of the condensed consolidated financial statements and has concluded that there are conditions present in the aggregate that raise substantial doubt about the Company’s ability to continue as a going concern pursuant to ASC 205-40.
Management’s plans that are intended to mitigate the conditions or events that raise substantial doubt include implementing some or all of the following initiatives:
•Commencing commercial service in February 2027.
•Generating significant cash from the current backlog of future astronauts as their final payments become due in advance of their spaceflight.
•Offering the sale of a limited number of early spaceflights at a premium to historical prices.
•Increasing cash on hand through additional debt or equity financing, including use of the Company’s existing “at-the-market” equity offering program.
•Partnering with third parties to fund and accelerate the pace of future space vehicle development.
•Settling debt through the issuance of equity and/or extending maturities of certain debt payments that are due within the period.
The plans discussed above are subject to market conditions and, while management intends to apply its best efforts to the execution of these plans, they are not fully within the Company’s control and therefore cannot be deemed to be probable in accordance with ASC 205-40, and as a result, management has concluded that its plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern for twelve months after the date that the condensed consolidated financial statements are issued.
The accompanying condensed consolidated financial statements do not include any adjustments related to the carrying amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.
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VIRGIN GALACTIC HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(3)    Cash, Cash Equivalents and Marketable Securities
The Company maintains certain cash balances restricted as to withdrawal or use. Restricted cash consists of cash deposits received from future astronauts that are contractually restricted for operational use until the condition of carriage is signed or the deposits are refunded.
The amortized cost, unrealized gain (loss) and estimated fair value of the Company’s cash, cash equivalents and marketable securities are as follows:
June 30, 2026
Amortized Cost Gross Unrealized Loss Fair Value
(In thousands)
Cash and cash equivalents:
Cash and restricted cash $ 12,865  $ —  $ 12,865 
Money market 205,547  —  205,547 
Marketable securities:
U.S. treasuries 59,672  (8) 59,664 
Corporate bonds 8,052  (2) 8,050 
$ 286,136  $ (10) $ 286,126 

December 31, 2025
Amortized Cost
Gross Unrealized Gain
 Fair Value
(In thousands)
Cash and cash equivalents:
Cash and restricted cash $ 7,687  $ —  $ 7,687 
Money market 168,028  —  168,028 
Marketable securities:
U.S. treasuries 9,884  14  9,898 
Corporate bonds 152,372  43  152,415 
$ 337,971  $ 57  $ 338,028 

Interest receivable of $0.5 million and $2.0 million is included in other current assets in the accompanying condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025, respectively.
The Company recognizes amortization and accretion of purchase premiums and discounts on its marketable securities in interest income in the accompanying condensed consolidated statements of operations and comprehensive loss. The Company recognized $0.4 million and $1.8 million in accretion income for its marketable securities for the three months ended June 30, 2026 and 2025, respectively. The Company recognized $0.8 million and $4.0 million in accretion income for its marketable securities for the six months ended June 30, 2026 and 2025, respectively.
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VIRGIN GALACTIC HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(4)    Property, Plant and Equipment, Net
Property, plant and equipment consists of the following:
June 30, 2026 December 31, 2025
(In thousands)
Land $ 1,302  $ 1,302 
Buildings 10,111  10,111 
Flight vehicles and rotables 8,401  4,331 
Machinery and equipment 47,251  44,913 
Information technology software and equipment 56,785  52,130 
Leasehold improvements 78,118  77,853 
Construction in progress 376,280  302,726 
578,248  493,366 
Less: accumulated depreciation and amortization
 112,400  104,636 
$ 465,848  $ 388,730 
(5)    Leases
The components of expense related to leases are as follows:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(In thousands)
Operating lease cost $ 2,810  $ 3,404  $ 5,721  $ 6,803 
Variable lease cost 705  644  1,398  1,351 
Finance lease cost:
Amortization of assets under finance leases
 54  57  110  108 
Interest on finance lease liabilities 9  16  20  31 
Total finance lease cost 63  73  130  139 
Total lease cost $ 3,578  $ 4,121  $ 7,249  $ 8,293 
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VIRGIN GALACTIC HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
The components of supplemental cash flow information related to leases are as follows:
Six Months Ended June 30,
2026 2025
(In thousands, except term and rate data)
Cash Flow Information:
Operating cash flows for operating leases $ 7,057  $ 7,007 
Operating cash flows for finance leases $ 20  $ 31 
Financing cash flows for finance leases
 $ 119  $ 98 
Non-cash Activity:
Assets acquired in exchange for lease obligations:
Operating leases $ 167  $ 2,986 
Finance leases $ —  $ 88 
Adjustment to operating lease right-of-use assets from lease modification $ —  $ (11,273)
Other Information:
Weighted-average remaining lease term:
Operating leases (in years) 6.8 7.5
Finance leases (in years) 1.9 2.3
Weighted-average discount rates:
Operating leases 12.3  % 12.8  %
Finance leases 13.9  % 13.7  %
The supplemental balance sheet information related to leases is as follows:
June 30, 2026 December 31, 2025
(In thousands)
Operating Leases:
Long-term right-of-use assets $ 33,451  $ 36,882 
Short-term operating lease liabilities $ 8,668  $ 8,475 
Long-term operating lease liabilities 37,383  42,279 
Total operating lease liabilities $ 46,051  $ 50,754 

Right-of-use assets are included in other non-current assets, and lease liabilities are included in other current liabilities and other long-term liabilities in the accompanying condensed consolidated balance sheets.

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VIRGIN GALACTIC HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(6)    Other Current Liabilities
The components of other current liabilities are as follows:
June 30, 2026 December 31, 2025
(In thousands)
Accrued compensation $ 36,577  $ 31,951 
Accrued manufacturing sub-contractor and contract labor costs 8,097  9,601 
Other 16,836  26,243 
$ 61,510  $ 67,795 
(7)    2025 Capital Realignment Transactions
In December 2025, the Company completed privately negotiated repurchase agreements (the “2027 Notes Repurchase Agreements”) with a limited number of holders of its 2.50% convertible senior notes due 2027 (“2027 Notes”), pursuant to which the Company repurchased $354.6 million in aggregate principal amount of the 2027 Notes (the “Repurchases”) with cash proceeds received from the Registered Offering (as defined below) and the Private Placement (as defined below).
Concurrently with the Repurchases, the Company completed the issuance and sale for cash in a registered direct offering, pursuant to separate, privately negotiated subscription agreements with certain investors, of (i) 2.2 million shares of its common stock, and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase 8.4 million shares of its common stock (collectively, the “Registered Offering”). In connection with the Registered Offering, the Company received cash proceeds of $45.6 million.
As of March 31, 2026, all Pre-Funded Warrants had been exercised and 8.4 million shares of common stock had been issued in connection with the exercise of the Pre-Funded Warrants.
Concurrently with the Registered Offering, the Company issued and sold for cash, in a private placement, (i) $212.5 million aggregate principal amount of a new series of its 9.80% First Lien Notes due 2028 (“2028 Notes”) and (ii) warrants to purchase 31.7 million shares of its common stock (the “Purchase Warrants”), with an exercise price equal to $6.696 per share. The Purchase Warrants are exercisable at any time on or after June 18, 2026 until December 18, 2030. The Purchase Warrants are exercisable only for cash and are subject to appropriate adjustment in the event of cash or share dividends, share splits, share repurchases, reorganizations or similar events affecting the Company’s common stock.
(8)    Long-Term Debt
A summary of the components of long-term debt is as follows:
June 30, 2026 December 31, 2025
( In thousands)
2028 Notes $ 171,972  $ 212,496 
2027 Notes 17,942  70,421 
Other debt 2,439  — 
Total contractual debt outstanding
192,353  282,917 
Unamortized debt premium
 29,453  45,691 
Unamortized debt issuance costs
 (2,767) (4,416)
Long-term debt
 219,039  324,192 
Less: current portion of long-term debt 29,983  47,830 
Non-current portion of long-term debt
 $ 189,056  $ 276,362 
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VIRGIN GALACTIC HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
During the three months ended June 30, 2026 and 2025, the Company recognized $2.0 million and $3.2 million of interest expense related to long-term debt, respectively. Interest expense included $0.4 million and $0.6 million of amortized debt issuance costs during the three months ended June 30, 2026 and 2025, respectively.
During the six months ended June 30, 2026 and 2025, the Company recognized $3.8 million and $6.5 million of interest expense related to long-term debt, respectively. Interest expense included $0.9 million and $1.1 million of amortized debt issuance costs during the six months ended June 30, 2026 and 2025, respectively.
During the six months ended June 30, 2026, the Company recognized $8.2 million of amortization of debt premium in connection with certain interest payments. This amount has been presented as a payment of long-term debt in the accompanying condensed consolidated statement of cash flows for the six months ended June 30, 2026.
2028 Notes
In connection with the Private Placement, the Company issued $212.5 million aggregate principal amount of the 2028 Notes. The 2028 Notes bear interest at a rate of 9.80% per year, payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year. The 2028 Notes mature on December 31, 2028, unless earlier redeemed or repurchased.
The Company is required to redeem $30.4 million of the 2028 Notes on or before September 30, 2026, and beginning on December 31, 2027 and at every calendar quarter end thereafter, the Company is required to redeem $10.1 million of the outstanding 2028 Notes. In addition, the Company is required to repurchase a portion of the 2028 Notes upon certain asset sales and capital raises. The Company may also redeem any or all of the 2028 Notes at par plus accrued and unpaid interest at any time. Any such mandatory or optional redemptions may be made using cash, or subject to certain conditions, shares of common stock or a combination thereof.
During May and June 2026, the Company completed the redemption of an aggregate of $40.5 million in principal amount of the 2028 Notes, and accrued interest thereon, in advance of the mandatory redemption dates by issuing 10.5 million shares of the Company’s common stock to holders of the 2028 Notes. In connection with these debt redemptions, the Company recognized a gain on extinguishment of debt of $6.8 million, which is included in the accompanying condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2026. With the completion of these redemptions, the Company reduced the outstanding balance of the 2028 Notes to $172.0 million and now has no mandatory principal payments due on these notes until March 31, 2028.
The 2028 Notes are secured on a first-priority basis by liens on substantially all of the assets of the Company and its domestic subsidiaries, subject to customary exceptions, including customer deposits, pursuant to a security agreement and related collateral documents.
The following table presents the remaining scheduled contractual interest payments for the 2028 Notes as of June 30, 2026. These contractual interest payments are allocated to the reduction of the recorded premium and interest expense as presented below. The amount of interest which reduces the recorded premium will be reported as a financing activity on the Company’s consolidated statements of cash flows.
2026
(for the remaining period)
 2027 2028
Total
(In thousands)
Interest payments recorded as:
Reduction of recorded premium
 $ 5,894  $ 12,120  $ 11,439  $ 29,453 
Interest expense
 2,533  4,733  3,924  11,190 
Total interest payments
 $ 8,427  $ 16,853  $ 15,363  $ 40,643 
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VIRGIN GALACTIC HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
2027 Notes
In January 2022, the Company completed an offering of $425 million aggregate principal amount of the 2027 Notes. The 2027 Notes are senior, unsecured obligations of the Company, and bear interest at a fixed rate of 2.50% per year. Interest is payable in cash semi-annually in arrears on February 1 and August 1 of each year. The 2027 Notes mature on February 1, 2027 unless earlier repurchased, redeemed or converted.
In December 2025, the Company repurchased $354.6 million in aggregate principal amount of the 2027 Notes. See Note 7 for additional information.
In June 2026, the Company completed an exchange of $52.5 million in principal amount of the 2027 Notes, and accrued interest thereon, for (i) 7.0 million shares of its common stock, and (ii) pre-funded warrants to purchase 10.3 million shares of its common stock. The pre-funded warrants are exercisable at any time on or after June 29, 2026 at an exercise price of $0.0001 per share. The pre-funded warrants contain a cashless exercise feature that allows the holders to exercise the pre-funded warrants without a cash payment to the Company upon the terms set forth therein. The number of shares of common stock for which the pre-funded warrants are exercisable are subject to certain additional customary adjustments as set forth in the pre-funded warrants. As of June 30, 2026, none of the pre-funded warrants had been exercised.
In connection with this debt exchange, the Company recorded a gain on extinguishment of debt of $1.8 million, which is included in the accompanying condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2026. With the completion of this exchange, the Company reduced the outstanding balance of the 2027 Notes from $70.4 million to $17.9 million.
Other Debt
In May 2026, the Company entered into a commercial loan agreement for an aggregate principal amount of $2.5 million. The loan bears interest at a fixed rate of 11.0% and is payable in monthly principal and interest payments through its maturity in April 2036.
Debt Maturities and Mandatory Payments
Maturities and mandatory payments of the contractual debt outstanding as of June 30, 2026 are as follows:
Year ending December 31,
(In thousands)
2026 (for the remaining period) $ 70 
2027 18,094 
2028 172,142 
2029 189 
2030 211 
Thereafter
 1,647 
$ 192,353 
(9)    Stockholders’ Equity
In November 2024, the Company entered into an open market sale agreement with Jefferies LLC (“Jefferies”) providing for the offer and sale of up to $300 million of shares of the Company’s common stock from time to time through Jefferies, acting as sales agent, or directly to Jefferies, acting as principal, through an “at-the-market offering” program (the “2024 ATM Program”).
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VIRGIN GALACTIC HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
During the six months ended June 30, 2026, the Company sold 45.0 million shares of common stock under the 2024 ATM Program and generated $145.0 million in gross proceeds, before deducting $3.7 million in commissions and other expenses.
As of June 30, 2026, the Company had sold a total of 82.6 million shares of common stock under the 2024 ATM Program, generating $295.8 million in gross proceeds since its inception, before deducting $8.1 million in commissions and other expenses.
(10)    Stock-Based Compensation
Equity Incentive Plans
The Company maintains two equity incentive plans -- the Fourth Amended and Restated Virgin Galactic Holdings, Inc. 2019 Incentive Award Plan (the “Fourth A&R Plan”) and the Second Amended and Restated Virgin Galactic Holdings, Inc. 2023 Employment Inducement Incentive Award Plan (the “Second A&R Inducement Plan”).
The Fourth A&R Plan was adopted by the Company's board of directors in April 2026, subject to the approval of the Company’s stockholders, and became effective upon the approval of the Company’s stockholders in June 2026. The Fourth A&R Plan amended and restated the Third Amended and Restated Virgin Galactic Holdings, Inc. 2019 Incentive Plan (the “Third A&R Plan”) and made the following material changes to the Third A&R Plan: (i) increased the number of shares available by 9.45 million shares to an aggregate of 17,120,437 shares reserved for issuance under the Fourth A&R Plan, (ii) increased the number of shares which may be granted as incentive stock options (“ISOs”) under the Fourth A&R Plan, such that an aggregate of 17,120,437 shares may be granted as ISOs under the Fourth A&R Plan, and (iii) extended the right to grant awards under the Fourth A&R Plan through June 11, 2036, provided that ISOs may not be granted under the Fourth A&R Plan after April 14, 2036.
The Second A&R Inducement Plan was adopted by the Company’s board of directors and became effective in March 2026. The Second A&R Inducement Plan increased the number of shares available by 555,000 shares to an aggregate of 1,695,000 shares reserved for issuance under the Second A&R Inducement Plan.
Pursuant to the Fourth A&R Plan and related predecessor plans, the Company has granted equity incentive awards, including time-based stock options, performance-based stock options, restricted stock units (“RSUs”), and performance stock units (“PSUs”). Pursuant to the Second A&R Inducement Plan and related predecessor plans, the Company has granted RSUs and PSUs.
Employee Stock Purchase Plan
The Virgin Galactic Holdings, Inc. 2025 Employee Stock Purchase Plan (the “ESPP”) was adopted by the Company’s board of directors in April 2025, subject to the approval of the Company’s stockholders, and became effective upon the approval of the Company’s stockholders in June 2025.
On June 30, 2026, 0.2 million shares were purchased under the ESPP at $2.46 per share, resulting in cash proceeds of $0.5 million. As of June 30, 2026, 2.1 million shares remained available for issuance under the ESPP.
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VIRGIN GALACTIC HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
Stock-Based Compensation
A summary of stock-based compensation expense included in the condensed consolidated statements of operations and comprehensive loss is as follows:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(In thousands)
Spaceline operations $ 1,717  $ 566  $ 2,692  $ 1,001 
Research and development 113  516  234  918 
Selling, general and administrative 4,993  3,750  8,018  7,682 
Total stock-based compensation expense 6,823  4,832  10,944  9,601 
Less: stock-based compensation expense for liability-classified awards (38) 91  155  27 
Stock-based compensation expense for equity-classified awards $ 6,861  $ 4,741  $ 10,789  $ 9,574 
As of June 30, 2026, the Company had unrecognized stock-based compensation expense of $49.4 million and $4.0 million for RSUs and PSUs, respectively, which are expected to be recognized over weighted-average periods of 2.4 years and 2.5 years, respectively.
(11)    Income Taxes
Income tax expense (benefit) was $30,000 and $(37,000) for the three months ended June 30, 2026 and 2025, respectively. Income tax expense was $60,000 and $11,000 for the six months ended June 30, 2026 and 2025, respectively. The effective income tax rate was nil for each of the three and six months ended June 30, 2026 and 2025. The effective tax rate differs from the U.S. statutory rate primarily due to a full valuation allowance against net deferred tax assets where it is more likely than not that some or all of the deferred tax assets will not be realized.
(12)    Earnings Per Share
The following table presents net loss per share and related information:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(In thousands, except per share amounts)
Basic and diluted:
Net loss $ (55,889) $ (67,280) $ (120,604) $ (151,767)
Weighted-average common shares outstanding
 110,757  45,641  95,206  40,569 
Basic and diluted net loss per share $ (0.50) $ (1.47) $ (1.27) $ (3.74)
Basic and diluted net loss per share is computed using the weighted-average number of shares of common stock outstanding during the period. The computation of diluted net loss per share excludes the effect of all potential common shares outstanding as their impact would have been anti-dilutive. In June 2026, in connection with the exchange of debt (see Note 8), the Company issued pre-funded warrants exercisable for 10.3 million shares of its common stock at an exercise price of $0.0001 per share. As the pre-funded warrants are issuable for nominal consideration, the shares underlying the unexercised pre-funded warrants were considered outstanding for purposes of the calculation of net loss per share for the three and six months ended June 30, 2026.
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VIRGIN GALACTIC HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
The Company has excluded stock-based awards and shares issuable upon conversion of the 2027 Notes from the diluted loss per share calculation because their effect was anti-dilutive. The total number of shares excluded for the three and six months ended June 30, 2026 was 11.3 million. The total number of shares excluded for the three and six months ended June 30, 2025 was 7.3 million.
(13)    Fair Value Measurements
Assets and liabilities subject to fair value measurements are required to be disclosed within a fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair value. Accordingly, assets and liabilities carried at fair value are classified within the fair value hierarchy in one of the following categories:
• Level 1 inputs — Quoted prices in active markets for identical assets or liabilities.
• Level 2 inputs — Inputs other than Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
• Level 3 inputs — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the asset or liability.
The following tables present the Company’s financial assets that are recorded at fair value on a recurring basis, segregated among the appropriate levels within the fair value hierarchy:
June 30, 2026
Level 1 Level 2 Level 3 Total
(In thousands)
Assets:
Money market $ 205,547  $ —  $ —  $ 205,547 
U.S. treasuries 59,664  —  —  59,664 
Corporate bonds —  8,050  —  8,050 
Total assets at fair value $ 265,211  $ 8,050  $ —  $ 273,261 
December 31, 2025
Level 1 Level 2 Level 3 Total
(In thousands)
Assets:
Money market $ 168,028  $ —  $ —  $ 168,028 
U.S. treasuries 9,898  —  —  9,898 
Corporate bonds —  152,415  —  152,415 
Total assets at fair value $ 177,926  $ 152,415  $ —  $ 330,341 
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VIRGIN GALACTIC HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
The following tables present the Company’s financial liabilities that are recorded at amortized cost, segregated among the appropriate levels within the fair value hierarchy:
June 30, 2026
Level 1 Level 2 Level 3 Total
(In thousands)
Liabilities:
2028 Notes
 $ —  $ 153,005  $ —  $ 153,005 
2027 Notes —  17,222  —  17,222 
Total liabilities at fair value $ —  $ 170,227  $ —  $ 170,227 
December 31, 2025
Level 1 Level 2 Level 3 Total
(In thousands)
Liabilities:
2028 Notes
 $ —  $ 173,184  $ —  $ 173,184 
2027 Notes —  57,592  —  57,592 
Total liabilities at fair value $ —  $ 230,776  $ —  $ 230,776 
The estimated fair values of the 2028 Notes and 2027 Notes, which are classified as Level 2 financial instruments, were determined based on the estimated or actual bid prices of the respective notes in an over-the-counter market on the last business day of the period, if available, or indicative pricing from market information.
(14)    Commitments and Contingencies
Leases
Future minimum lease payments under noncancelable operating leases and future minimum finance lease payments as of June 30, 2026 are as follows:
Operating Leases Finance Leases
(In thousands)
2026 (for the remaining period)
 $ 6,875  $ 91 
2027 13,525  115 
2028 9,790  50 
2029 7,265  15 
2030 7,152  2 
Thereafter 24,800  — 
Total payments 69,407  273 
Less: present value discount/imputed interest 23,356  29 
Present value of lease liabilities $ 46,051  $ 244 
Legal Proceedings
From time to time, the Company is a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. The Company applies accounting for contingencies to determine when and how much to accrue for and disclose related to legal and other contingencies. Accordingly, the Company discloses contingencies deemed to be reasonably possible and accrues loss contingencies when, in consultation with legal advisors, it is concluded that a loss is probable and reasonably estimable. Although the ultimate aggregate amount of monetary
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VIRGIN GALACTIC HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
liability or financial impact with respect to these matters is subject to many uncertainties and is therefore not predictable with assurance, management believes that any monetary liability or financial impact to the Company from these matters, individually and in the aggregate, beyond that provided at June 30, 2026, would not be material to the Company’s consolidated financial position, results of operations or cash flows. However, there can be no assurance with respect to such result, and monetary liability or financial impact to the Company from legal proceedings, lawsuits and other claims could differ materially from those projected.
Lavin v. the Company
On May 28, 2021, a putative class action complaint was filed against the Company in the Eastern District of New York captioned Lavin v. Virgin Galactic Holdings, Inc., Case No. 1:21-cv-03070. In September 2021, the Court appointed Robert Scheele and Mark Kusnier as co-lead plaintiffs for the purported class. Co-lead plaintiffs amended the complaint in December 2021, asserting violations of Sections 10(b), 20(a) and 20A of the Exchange Act of 1934 against the Company and certain of its current and former officers and directors on behalf of a putative class of investors who purchased the Company’s common stock between July 10, 2019 and October 14, 2021.
The amended complaint alleged, among other things, that the Company and certain of its current and former officers and directors made false and misleading statements and failed to disclose certain information regarding the safety of the Company’s ships and success of its commercial flight program. Co-lead plaintiffs seek damages, interest, costs, expenses, attorneys’ fees, and other unspecified equitable relief. The defendants moved to dismiss the amended complaint and, on November 7, 2022, the Court granted in part and denied in part the defendants’ motion and gave the plaintiffs leave to file a further amended complaint.
Plaintiffs sought leave to file a second amended complaint on December 12, 2022, and subsequently filed that complaint on February 9, 2023. The second amended complaint contains many of the same allegations as in the first amended complaint. The defendants moved to dismiss the second amended complaint and, on August 8, 2023, the Court granted in part and denied in part the defendants’ motion and did not give plaintiffs leave to file a further amended complaint. Plaintiffs moved for reconsideration of the Court’s dismissal order and, on December 19, 2023, the Court denied plaintiffs’ motion. On March 27, 2024, the defendants moved for judgment on the pleadings as to the remaining Section 10(b) insider trading claim alleged against Branson. On April 2, 2024, the Court stayed briefing on defendants’ motion for judgment on the pleadings pending resolution of plaintiffs’ anticipated motion for leave to add a new representative plaintiff, which plaintiffs’ subsequently filed on May 1, 2024. The Court granted plaintiffs’ motion on July 2, 2024. On July 8, 2024, defendants withdrew their motion for judgment on the pleadings.
On August 21, 2024, plaintiffs filed a third amended complaint in which Xinqiang Cui, Justin Carlough, Jennifer Ortiz, Richard O’Keefe-Jones, Vipul Gupta, Maria Josephine Rosales, and Hesham Ibrahim (previously named plaintiffs), were designated by plaintiffs as lead plaintiffs (in addition to Robert Scheele and Mark Kusnier), and an additional named plaintiff, Montgomery Brantley, was added. The third amended complaint contains substantively the same allegations as in the second amended complaint. On September 11, 2024, defendants filed an answer to plaintiffs’ third amended complaint.
On October 12, 2024, plaintiffs filed a motion to certify their proposed class. The defendants filed an opposition to plaintiffs’ motion on December 20, 2024, plaintiffs filed their reply on January 24, 2025, and defendants filed a sur-reply on March 21, 2025. On February 27, 2026, the Court entered an order denying the motion as moot in light of the parties’ settlement (see below).
On February 12, 2025, plaintiffs submitted a letter request to the Court seeking permission to file a motion for leave to file a Fourth Amended Complaint. On March 17, 2025, the Court granted plaintiffs’ request to file a motion for leave to amend, which plaintiffs did on March 26, 2025. Defendants filed their opposition on April 11, 2025, and plaintiffs filed their reply on April 23, 2025. On June 12, 2025, the Court issued an order allowing plaintiffs to file a fourth amended complaint. On June 26, 2025, plaintiffs filed their fourth amended complaint.
On July 18, 2025, plaintiffs and defendants (“Parties”) executed a Memorandum of Understanding (“MOU”) outlining the terms of a settlement to resolve all claims in the above-referenced action. In connection with the MOU, the Company recorded the expected net settlement of $2.25 million and included it in selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2025.
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VIRGIN GALACTIC HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
Pursuant to the MOU, the Company agreed to pay $8.5 million, of which the Company expected $6.25 million to be covered and paid directly by the Company’s insurers pursuant to insurance policies. The Company accrued a liability for the gross settlement amount and also recorded a receivable for the portion of the settlement that was expected to be covered directly by insurance. On November 4, 2025, plaintiffs asked the Court to preliminarily approve the Parties’ settlement. On March 11, 2026, the Court entered an order granting preliminary approval of the settlement. On May 27, 2026, plaintiffs filed a motion seeking final approval of the settlement. The Company made all payments related to the settlement in April 2026. The settlement remains subject to final approval by the Court.
Spiteri, Grenier, Laidlaw, St. Jean, and Gera derivatively on behalf of the Company vs. Certain Current and Former Officers and Directors
On February 21, 2022, March 1, 2022, September 21, 2022, December 13, 2022, and July 11, 2024, five alleged shareholders filed separate derivative complaints purportedly on behalf of the Company against certain of the Company’s current and former officers and directors in the Eastern District of New York captioned Spiteri v. Branson et al., Case No. 1:22-cv-00933 (“Spiteri Action”), Grenier v. Branson et al., Case No. 1:22-cv-01100 (“Grenier Action”), Laidlaw v. Branson et al., Case No. 1:22-cv-05634 (“Laidlaw Action”), St. Jean v. Branson et al., Case No. 1:22-cv-7551 (“St. Jean Action”), and Gera v. Branson et al., Case No. 1:24-cv-04795 (“Gera Action”), respectively. On May 4, 2022, the Spiteri and Grenier Actions were consolidated and recaptioned In re Virgin Galactic Holdings, Inc. Derivative Litigation, Case No. 1:22-cv-00933 (“Consolidated Derivative Action”). On September 30, 2023, the Laidlaw Action was consolidated into the Consolidated Derivative Action. On September 12, 2024, the Gera Action was consolidated into the Consolidated Derivative Action. Collectively, the complaints assert violations of Sections 10(b), 14(a), and 21D of the Exchange Act of 1934 and claims of breach of fiduciary duty, aiding and abetting breach of fiduciary duty, abuse of control, gross mismanagement, waste of corporate assets, contribution and indemnification, and unjust enrichment arising from substantially similar allegations as those contained in the securities class action described above. The complaints seek an unspecified sum of damages, interest, restitution, expenses, attorneys’ fees and other equitable relief.
On March 20, 2026, the parties in the Consolidated Derivative Action and the St. Jean Action reached a settlement in principle to resolve both actions. On April 23, 2026, the Parties executed a stipulation of settlement, which, if approved, will resolve all claims pending in the Consolidated Derivative Action and the St. Jean Action, and will also release all claims that were or could have been asserted on behalf of the Company, derivatively, by plaintiffs or any of the Company’s stockholders that are related to or based upon any of the allegations in the Consolidated Derivative Action and the St. Jean Action.
The proposed settlement, if approved, will result in the adoption of certain corporate reforms and a monetary payment of $2.75 million by the Company’s insurers to the Company, half of which the Company will retain and the other half of which the Company shall pay to counsel for plaintiffs in the Consolidated Derivative Action and St. Jean Action, collectively, for their attorneys’ fees and costs. On April 23, 2026, Plaintiffs asked the Court to preliminarily approve the Parties’ settlement. On May 19, 2026, the Court entered an order granting preliminary approval of the settlement. On June 30, 2026, plaintiffs filed a motion seeking final approval of the Parties’ settlement. The proposed settlement remains subject to final approval by the Court.
Abughazaleh derivatively on behalf of the Company vs. Certain Current and Former Officers and Directors
On February 13, 2023, alleged shareholder Yousef Abughazaleh filed a derivative complaint purportedly on behalf of the Company against certain of the Company’s current and former officers and directors in the District of Delaware captioned Abughazaleh v. Branson et al., Case No. 23-156-MN (“Abughazaleh Action”). The complaint asserts violations of Section 14(a) of the Exchange Act of 1934 and SEC Rule 14a-9, and claims of breach of fiduciary duty, contribution and indemnification, and unjust enrichment arising from substantially similar allegations as those contained in the securities class action described above.
The complaint seeks an unspecified sum of damages, interest, restitution, expenses, attorneys’ fees and other equitable relief. The Abughazaleh Action is presently stayed.
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VIRGIN GALACTIC HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
Molnar and Tubbs derivatively on behalf of the Company vs. Certain Current and Former Officers and Directors
On April 9, 2024, alleged shareholders Crystal Molnar and Cleveland Tubbs filed a derivative complaint purportedly on behalf of the Company against certain of the Company’s current and former officers and directors in the Central District of California captioned Molnar v. Branson et al., Case No. 8:24-cv-775. The complaint asserts violations of Section 10(b) and 21D of the Exchange Act of 1934, and claims of breach of fiduciary duty and unjust enrichment arising from substantially similar allegations as those contained in the securities class action described above.
The complaint seeks an unspecified sum of damages, restitution, expenses, attorneys’ fees, and other equitable relief.
On July 11, 2025, the Court entered an order to show cause regarding dismissal for lack of prosecution. In response, on July 16, 2025, plaintiffs filed a joint stipulation of voluntary dismissal without prejudice indicating their intention to participate in the Espinosa action pending in Delaware Chancery Court. On July 17, 2025, the Court granted plaintiffs’ stipulation and entered an order of dismissal.
Espinosa derivatively on behalf of the Company vs. Certain Current and Former Officers and Directors
On September 3, 2024, alleged shareholder Kimberly Espinosa filed a derivative complaint purportedly on behalf of the Company against certain of the Company’s current and former officers and directors (the “Individual Defendants”) in the Delaware Court of Chancery captioned Espinosa v. Branson et al., Case No. 2024-0895-JTL. The complaint asserts claims of breach of fiduciary duty and unjust enrichment arising from substantially similar allegations as those contained in the securities class action described above.
The complaint seeks an unspecified sum of damages, interest, restitution, expenses, attorneys’ fees and other equitable relief. On August 12, 2025, the Court granted plaintiff Crystal Molnar’s unopposed motion to intervene in the Espinosa action. On August 14, 2025, the Company and the Individual Defendants filed a motion to dismiss the complaint. In response to the motion to dismiss, plaintiffs Espinosa and Molnar communicated their intent to file an amended complaint. Per Court order adopting the parties’ stipulation, plaintiffs filed an amended complaint on October 29, 2025. On December 23, 2025, the Company and the Individual Defendants filed a motion to dismiss the amended complaint.
On February 3, 2026, in light of settlement discussions in the Consolidated Derivative and St. Jean Actions, the parties filed a stipulation seeking to stay the Espinosa Action, including remaining briefing on the Company’s and the Individual Defendants’ motion to dismiss the amended complaint, for 120 days following the Court’s entry of the stay. The Court entered the stipulated stay on February 4, 2026. On April 7, 2026, the parties filed a joint status report notifying the Court of the settlement in principle in the Consolidated Derivative and St. Jean Actions, and requested a continued stay of the Espinosa action pending settlement proceedings in the Consolidated Derivative and St. Jean Actions. On June 1, 2026, the parties filed a further joint status report notifying the Court that the court in the Consolidated Derivative Action entered an order granting preliminary approval of the settlement, and requested a continued stay of the Espinosa action pending final approval of that settlement.
(15)    Related Party Transactions
The Company licenses its brand name from certain entities affiliated with Virgin Enterprises Limited (“VEL”), a company incorporated in England. VEL is an affiliate of the Company. Under the trademark license, the Company has the exclusive right to operate under the brand name “Virgin Galactic” worldwide. Royalties payable, excluding sponsorship royalties, are the greater of (a) a low single-digit percentage of gross sales and (b) (i) prior to the first spaceflight for paying astronauts, a mid-five figure amount in dollars and (ii) from the first spaceflight for paying astronauts, a low-six figure amount in dollars, which increases to a low-seven figure amount in dollars over a four-year ramp up and thereafter increases in correlation with the consumer price index. Royalties payable on sponsorships are based on a mid-double-digit percentage of the related gross sales. During the six months ended June 30, 2026 and 2025, the Company incurred royalty expenses of $1.5 million and $1.0 million, respectively.
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VIRGIN GALACTIC HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(16)    Supplemental Cash Flow Information
Six Months Ended June 30,
2026 2025
(In thousands)
Supplemental disclosure of cash flow information:
Cash payments for:
Income taxes $ 109  $ — 
Interest 2,882  — 
Supplemental disclosure of non-cash investing and financing activities:
Unpaid purchases of property, plant and equipment $ 10,436  $ 11,687 
Property, plant and equipment acquired through commercial loan 2,450  — 
Settlement of debt through issuance of common stock and pre-funded warrants 93,003  — 
Interest paid through issuance of common stock and pre-funded warrants 130  — 
Issuance of common stock through RSUs vested 3,332  447 
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Unless the context otherwise requires, all references in this section to the “Company,” “Virgin Galactic,” “we,” “us,” or “our” refer to Virgin Galactic Holdings, Inc. and its subsidiaries.
You should read the following discussion and analysis of our financial condition and results of operations together with the condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as the audited financial statements and the related notes thereto, and the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report on Form 10-K”). This discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve risks and uncertainties. As a result of many factors, such as those set forth under the “Risk Factors” sections of our Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 and under the “Cautionary Note Regarding Forward-Looking Statements” section and elsewhere in this Quarterly Report on Form 10-Q, our actual results may differ materially from those anticipated in these forward-looking statements.
Overview
We are an aerospace and space travel company offering access to space for private individuals, researchers and government agencies. Our missions include flying passengers to space, as well as flying scientific payloads and researchers to space in order to conduct experiments for scientific and educational purposes. Our operations include the design and development, manufacturing, ground and flight testing, spaceflight operation and post-flight maintenance of our spaceflight system. Our spaceflight system was developed using our proprietary technology and processes and is focused on providing space travel experiences for private astronauts, researcher flights and professional astronaut training. To expand capacity, we are currently developing our next-generation spaceflight vehicles. These spaceflight vehicles, which include our next-generation spaceships and launch vehicles, are expected to dramatically increase our annual flight rate. In addition, we are exploring the opportunity to use a derivative model of our launch vehicle as a High-Altitude, Long-Endurance (“HALE”) aircraft, which we believe could be utilized for several types of government and research purposes.
Recent Developments
We are continuing the production of our next-generation spaceships and are progressing through our build milestones. We currently expect our flight test program to commence in October 2026 in advance of restarting commercial service, which is expected to begin in February 2027.
During May and June 2026, we completed the redemption of an aggregate of $40.5 million in principal amount of our 9.80% First Lien Notes due 2028 (the “2028 Notes”), and accrued interest thereon, by issuing 10.5 million shares of our common stock. See Note 8 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.
In June 2026, we completed an exchange of $52.5 million in principal amount of our 2.50% convertible senior notes due 2027 (the “2027 Notes”), and accrued interest thereon, by issuing 7.0 million shares of our common stock and pre-funded warrants to purchase 10.3 million shares of our common stock. See Note 8 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.
On April 23, 2026, the parties executed a stipulation of settlement to resolve the derivative matters captioned In re Virgin Galactic Holdings, Inc. Derivative Litigation (“Consolidated Derivative Action”) and St. Jean v. Branson et al. (“St. Jean Action”) that are pending against the Company. The settlement, if approved, will resolve all claims pending in the Consolidated Derivative Action and the St. Jean Action, and will also release all claims that were or could have been asserted on behalf of the Company, derivatively, by plaintiffs or any of the Company’s stockholders that are related to or based upon any of the allegations in the Consolidated Derivative Action and the St. Jean Action. If the settlement is approved by the court, it will result in the adoption of certain corporate reforms and a monetary payment of $2.75 million by the Company’s insurers to the Company, half of which the Company will retain. On May 19, 2026, the Court entered an order granting preliminary approval of the settlement. On June 30, 2026, plaintiffs filed a motion seeking final approval of the parties’ settlement. The proposed settlement remains subject to final approval by the Court. See Note 14 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.
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Factors Affecting Our Performance
We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in Part I, Item 1A. of our Annual Report on Form 10-K titled “Risk Factors.”
Customer Demand
As of June 30, 2026, we have reservations for spaceflights for approximately 675 future astronauts, which represent approximately $203 million in expected future spaceflight revenue upon completion of the spaceflights.
In April 2026, we opened bookings for a limited tranche of 50 spaceflight expeditions at a higher price of $750,000 per individual astronaut. As of August 12, 2026, this tranche of spaceflight reservations was oversubscribed, and we have now closed active bookings. As a result, we have added over $50 million to our expected future spaceflight revenue for these spaceflights, which brings our total to over $240 million in expected future spaceflight revenue as of August 12, 2026, which will be recognized upon completion of the related booked spaceflights.
Available Capacity and Annual Flight Rate
In 2023, we commenced our commercial operations with VSS Unity and VMS Eve, which together comprised our initial commercial spaceflight system. Our annual flight rate was constrained by the availability and capacity of this commercial spaceflight system. To expand capacity, we developed and are assembling our next-generation spaceships. These spaceships are expected to dramatically increase our annual flight rate. With our first two next-generation spaceships, we expect to ramp to a targeted rate of 125 commercial space missions per year.
Safety Performance of Our Spaceflight Systems
Our spaceflight systems are highly specialized with sophisticated and complex technology. We have built operational processes to ensure that the design, manufacture, performance and service of our spaceflight systems meet rigorous quality standards. However, our spaceflight systems are still subject to operational and process risks, such as manufacturing and design issues, human errors, or cyber-attacks. Any actual or perceived safety issues may result in significant reputational harm to our business and our ability to generate spaceflight revenue.
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Results of Operations
The following tables set forth our results of operations for the periods presented. The period-to-period comparisons of financial results are not necessarily indicative of future results.
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(In thousands)
Revenue $ 134  $ 406  $ 361  $ 867 
Operating expenses:
Spaceline operations 28,182  14,206  57,822  35,032 
Research and development 4,339  20,121  11,051  53,431 
Selling, general and administrative 28,556  31,850  54,107  62,400 
Depreciation and amortization 3,983  4,171  7,899  8,394 
Total operating expenses 65,060  70,348  130,879  159,257 
Operating loss (64,926) (69,942) (130,518) (158,390)
Interest income 2,396  5,832  5,097  13,047 
Interest expense (1,994) (3,247) (3,822) (6,487)
Gain on extinguishment of debt 8,639  —  8,639  — 
Other income, net 26  40  60  74 
Loss before income taxes (55,859) (67,317) (120,544) (151,756)
Income tax expense (benefit) 30  (37) 60  11 
Net loss $ (55,889) $ (67,280) $ (120,604) $ (151,767)
For the Three and Six Months Ended June 30, 2026 Compared to the Three and Six Months Ended June 30, 2025
Revenue
Revenue for the three and six months ended June 30, 2026 and 2025 was primarily attributable to access fees related to our astronaut community.
Spaceline Operations
Three Months Ended June 30, $
Change		 %
Change		 Six Months Ended June 30,
$
Change
%
Change
2026 2025 2026 2025
(In thousands, except %)
Spaceline operations $ 28,182  $ 14,206  $ 13,976  98  % $ 57,822  $ 35,032  $ 22,790  65  %
Spaceline operations expense includes costs to maintain and operate our spaceflight system; non-capitalizable costs to build our new vehicles and manufacture items required to support the making of our vehicles, such as rocket motors and spare parts; the consumption of rocket motors, fuel and other consumables; costs to maintain and support our astronaut community; and costs to provide payload cargo and engineering services.
Spaceline operations expense increased from $14.2 million for the three months ended June 30, 2025 to $28.2 million for the three months ended June 30, 2026. The increase is attributable to the completion of the development phase of our next-generation spaceflight vehicles and moving primarily into manufacturing and testing operations, which resulted in a $10.1 million increase in cash compensation and other employee benefit costs and a $3.4 million increase in materials, sub-contractor and contract labor costs.
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Spaceline operations expense increased from $35.0 million for the six months ended June 30, 2025 to $57.8 million for the six months ended June 30, 2026. The increase is attributable to the completion of the development phase of our next-generation spaceflight vehicles and moving primarily into manufacturing and testing operations, which resulted in a $16.9 million increase in cash compensation and other employee benefit costs and a $5.0 million increase in materials, sub-contractor and contract labor costs.
Research and Development
Three Months Ended June 30, $
Change		 %
Change		 Six Months Ended June 30, $
Change		 %
Change
2026 2025 2026 2025
(In thousands, except %)
Research and development $ 4,339  $ 20,121  $ (15,782) (78) % $ 11,051  $ 53,431  $ (42,380) (79) %
Research and development expenses represent costs incurred to support activities that advance our future fleet towards commercialization, including basic research, applied research, concept formulation studies, design, development, and related testing activities. Research and development costs consist primarily of equipment, material, and labor costs (including from third-party contractors) for designing the spaceflight system’s structure, spaceflight propulsion system, and flight profiles for our next-generation spaceships and launch vehicles, as well as allocated facilities and other supporting overhead costs.
Research and development expenses decreased from $20.1 million for the three months ended June 30, 2025 to $4.3 million for the three months ended June 30, 2026. The decrease is attributable to the completion of the development phase of our next-generation spaceflight vehicles, which resulted in a $8.1 million decrease in cash compensation and other employee benefit costs and a $7.0 million decrease in materials, sub-contractor and contract labor costs.
Research and development expenses decreased from $53.4 million for the six months ended June 30, 2025 to $11.1 million for the six months ended June 30, 2026. The decrease is attributable to the completion of the development phase of our next-generation spaceflight vehicles, which resulted in a $30.3 million decrease in materials, sub-contractor and contract labor costs and a $10.9 million decrease in cash compensation and other employee benefit costs.
Selling, General and Administrative
Three Months Ended June 30, $
Change		 %
Change		 Six Months Ended June 30, $
Change		 %
Change
2026 2025 2026 2025
(In thousands, except %)
Selling, general and administrative $ 28,556  $ 31,850  $ (3,294) (10) % $ 54,107  $ 62,400  $ (8,293) (13) %
Selling, general and administrative expenses consist primarily of compensation and other employee benefit costs for employees involved in general corporate functions, including executive management and administration, accounting, finance, legal, information technology, sales and marketing, and human resources. Non-compensation components of selling, general and administrative expenses include accounting, legal and other professional fees, facilities expenses, and other corporate expenses.
Selling, general and administrative expenses decreased from $31.9 million for the three months ended June 30, 2025 to $28.6 million for the three months ended June 30, 2026. The decrease was primarily driven by a $2.9 million expense recorded in 2025 associated with the settlement of the Lavin Action.
Selling, general and administrative expenses decreased from $62.4 million for the six months ended June 30, 2025 to $54.1 million for the six months ended June 30, 2026. The decrease was primarily driven by a $3.5 million decrease in cash compensation and other employee benefit costs, a $2.9 million expense recorded in 2025 associated with the settlement of the Lavin Action, and a $1.6 million decrease in professional fees and other corporate costs.
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Depreciation and Amortization
Depreciation and amortization expense decreased from $4.2 million for the three months ended June 30, 2025 to $4.0 million for the three months ended June 30, 2026. Depreciation and amortization expense decreased from $8.4 million for the six months ended June 30, 2025 to $7.9 million for the six months ended June 30, 2026. The decreases were primarily due to older assets becoming fully depreciated.
Interest Income
Interest income decreased from $5.8 million for the three months ended June 30, 2025 to $2.4 million for the three months ended June 30, 2026. Interest income decreased from $13.0 million for the six months ended June 30, 2025 to $5.1 million for the six months ended June 30, 2026. These decreases were primarily driven by decreased average balances of marketable securities and deposits in interest-bearing accounts.
Interest Expense
Interest expense was $2.0 million and $3.2 million for the three months ended June 30, 2026 and 2025, respectively. Interest expense was $3.8 million and $6.5 million for the six months ended June 30, 2026 and 2025, respectively. Interest expense primarily consists of interest expense and amortization of debt issuance costs related to our 2027 Notes and 2028 Notes.
Gain on Extinguishment of Debt
Gain on extinguishment of debt of $8.6 million for the three and six months ended June 30, 2026 relates to the partial redemption of our 2028 Notes and partial exchange of our 2027 Notes. See Note 8 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.
Income Tax Expense
Income tax expense was immaterial for the three and six months ended June 30, 2026 and 2025. We have accumulated net operating losses at the U.S. federal and state levels. We maintain a full valuation allowance against our net U.S. federal and state deferred tax assets. The income tax expense is primarily related to corporate income taxes for our operations in the United Kingdom, which operates on a cost-plus arrangement.
Liquidity and Capital Resources
As of June 30, 2026, we had cash, cash equivalents and restricted cash of $218.4 million and marketable securities of $67.7 million. Our principal sources of liquidity have come from sales of our common stock and offering of our 2027 Notes.
Historical Cash Flows
Six Months Ended June 30,
2026 2025
(In thousands)
Net cash provided by (used in):
Operating activities $ (103,673) $ (131,364)
Investing activities 14,984  30,634 
Financing activities 131,386  83,572 
Net increase (decrease) in cash, cash equivalents and restricted cash $ 42,697  $ (17,158)
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Operating Activities
Net cash used in operating activities was $103.7 million for the six months ended June 30, 2026, and consisted primarily of $120.6 million of net losses, adjusted for non-cash items, which primarily included stock-based compensation expense of $10.9 million and depreciation and amortization expense of $7.9 million, partially offset by an $8.6 million gain on extinguishment of debt and $6.6 million of net changes in operating assets and liabilities.
Net cash used in operating activities was $131.4 million for the six months ended June 30, 2025, and consisted primarily of $151.8 million of net losses, adjusted for non-cash items, which primarily included stock-based compensation expense of $9.6 million and depreciation and amortization expense of $8.4 million, partially offset by $4.0 million of accretion of marketable securities purchased at a discount and $5.3 million of net changes in operating assets and liabilities.
Investing Activities
Net cash provided by investing activities was $15.0 million for the six months ended June 30, 2026, and consisted primarily of $163.5 million in proceeds from maturities and calls of marketable securities, partially offset by $80.4 million in capital expenditures and $68.1 million in purchases of marketable securities.
Net cash provided by investing activities was $30.6 million for the six months ended June 30, 2025, and consisted primarily of $356.0 million in proceeds from maturities and calls of marketable securities, partially offset by $220.9 million in purchases of marketable securities and $104.4 million in capital expenditures.
Financing Activities
Net cash provided by financing activities was $131.4 million for the six months ended June 30, 2026, and consisted primarily of $141.3 million in net cash proceeds from the sale and issuance of common stock pursuant to our at-the-market offering program, partially offset by $8.2 million of payments of long-term debt.
Net cash provided by financing activities was $83.6 million for the six months ended June 30, 2025, and consisted primarily of net cash proceeds from the sale and issuance of common stock pursuant to our at-the-market offering program.
Issuances of Common Stock
In November 2024, we entered into an open market sale agreement with Jefferies LLC (“Jefferies”) providing for the offer and sale of up to $300 million of shares of our common stock from time to time through Jefferies, acting as sales agent, or directly to Jefferies, acting as principal, through an “at-the-market offering” program (the “2024 ATM Program”).
During the six months ended June 30, 2026, we sold 45.0 million shares of common stock under the 2024 ATM Program and generated $145.0 million in gross proceeds, before deducting $3.7 million in commissions and other expenses.
As of June 30, 2026, we had sold a total of 82.6 million shares of common stock under the 2024 ATM Program, generating $295.8 million in gross proceeds since its inception, before deducting $8.1 million in commissions and other expenses.
2025 Capital Realignment Transactions
In December 2025, we completed privately negotiated repurchase agreements (the “2027 Notes Repurchase Agreements”) with a limited number of holders of our 2027 Notes, pursuant to which we repurchased $354.6 million in aggregate principal amount of our 2027 Notes (the “Repurchases”) with cash proceeds received from the Registered Offering (as defined below) and the Private Placement (as defined below).
Concurrently with the Repurchases, we completed the issuance and sale for cash in a registered direct offering, pursuant to separate, privately negotiated subscription agreements with certain investors, of (i) 2.2 million shares of our common stock, and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase 8.4 million shares of our common stock (collectively, the “Registered Offering”). In connection with the Registered Offering, we received cash proceeds of $45.6 million.
As of March 31, 2026, all Pre-Funded Warrants had been exercised and 8.4 million shares of common stock had been issued in connection with the exercise of the Pre-Funded Warrants.
Concurrently with the Registered Offering, we issued and sold for cash, in a private placement, (i) $212.5 million aggregate principal amount of our 2028 Notes and (ii) warrants to purchase 31.7 million shares of our common stock (the “Purchase Warrants”), with an exercise price equal to $6.696 per share. The Purchase Warrants are exercisable at any time on or after June
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18, 2026 until December 18, 2030. The Purchase Warrants are exercisable only for cash and are subject to appropriate adjustment in the event of cash or share dividends, share splits, share repurchases, reorganizations or similar events affecting our common stock.
2026 Debt Redemptions and Exchange Transactions
During the three months ended June 30, 2026, we took proactive steps to improve our liquidity and enhance our financial flexibility. We undertook the transactions described below as part of our broader capital management and cash management strategies. Management believes market conditions provided an opportunity to execute these transactions to reduce our indebtedness, as well as reduce our ongoing cash interest obligations.
During May and June 2026, we completed the redemption of an aggregate of $40.5 million in principal amount of our 2028 Notes, and accrued interest thereon, which reduced the outstanding balance of our 2028 Notes to $172.0 million. By completing these redemptions in advance of the mandatory redemption dates by issuing 10.5 million shares of our common stock to holders of the 2028 Notes, we now have no mandatory principal payments due on these notes until March 2028.
In June 2026, we completed an exchange of $52.5 million in principal amount of our 2027 Notes, and accrued interest thereon, and reduced the outstanding balance of our 2027 Notes by 75%, from $70.4 million to $17.9 million. The remaining outstanding balance of our 2027 Notes is due upon their maturity in February 2027. The exchange was comprised of (i) 7.0 million shares of our common stock, and (ii) pre-funded warrants to purchase 10.3 million shares of our common stock. The pre-funded warrants are exercisable at any time on or after June 29, 2026 at an exercise price of $0.0001 per share.
Liquidity Outlook
For at least the next twelve months, we expect our principal demand for funds will be for our ongoing operating activities described below and the repayment of $17.9 million of principal payments due upon the maturity of our 2027 Notes. Beyond the next twelve months, our principal demand for funds will be to sustain our operations, operate our spaceline at Spaceport America in New Mexico, expand our fleet of spaceships, launch vehicles and supporting facilities, and repay outstanding debt.
We are currently in the pre-commercial service phase and accordingly have no spaceflight revenue. We expect to generate revenue from our spaceflight program once commercial service begins. We currently expect the flight test program of our next-generation spaceships to commence in October 2026, followed by our first commercial spaceflight which is expected to occur in February 2027. Before recognizing revenue for commercial spaceflights, we expect to receive cash payments in connection with spaceflights after we deliver the conditions of carriage to customers and receive customer executed informed consents.
We have recently used significant cash for operating activities and capital expenditures primarily related to the development of our next-generation spaceships and expect to continue to incur significant operating expenses and capital expenditures to complete the production of these spaceships and place them into commercial operation. We expect our future expenditures to continue to decrease in connection with our ongoing activities in the near term, particularly since we have completed investments in tooling to produce our spaceships.
Our plans to fund our operations for the next twelve months include implementing some or all of the following initiatives:
•Commencing commercial service in February 2027.
•Generating significant cash from the current backlog of future astronauts as their final payments become due in advance of their spaceflight.
•Offering the sale of a limited number of early spaceflights at a premium to historical prices.
•Increasing cash on hand through additional debt or equity financing, including use of our existing “at-the-market” equity offering program.
•Partnering with third parties to fund and accelerate the pace of future space vehicle development.
•Settling debt through the issuance of equity and/or extending maturities of certain debt payments that are due within the period.
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The plans discussed above are subject to market conditions and, while we intend to apply our best efforts to the execution of these plans, they are not fully within our control. As a result, it is uncertain whether we will have sufficient cash and marketable securities to maintain our planned operations for the next twelve months following the issuance date of the condensed consolidated financial statements and we have concluded that there are conditions present in the aggregate that raise substantial doubt about our ability to continue as a going concern.
There are significant risks and uncertainties associated with our planned operations and there is no assurance that our future plans will be successful or, if successful, will be sufficient to fully fund our planned operations. For more information regarding our risks and uncertainties, see Part I, Item 1A. of our Annual Report on Form 10-K titled “Risk Factors.”
Contractual Obligations and Commitments
Except as set forth in the notes to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, there have been no material changes outside the ordinary course of business to our contractual obligations and commitments as described in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of our condensed consolidated financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. We believe that the estimates, assumptions and judgments involved in the accounting policies referred to below have the greatest potential impact on our condensed consolidated financial statements and, therefore, we consider these to be our critical accounting policies. Accordingly, we evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions and conditions.
During the fiscal quarter ended June 30, 2026, there were no significant changes to our critical accounting policies and estimates compared to those previously disclosed in “Critical Accounting Policies and Estimates” included in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2025 Annual Report on Form 10-K.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable for smaller reporting companies.
Item 4. Controls and Procedures
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of June 30, 2026, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the three months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are from time to time subject to various claims, lawsuits and other legal and administrative proceedings arising in the ordinary course of business. Some of these claims, lawsuits and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, non-monetary sanctions or relief. However, we do not consider any such claims, lawsuits or proceedings that are currently pending, individually or in the aggregate, to be material to our business or likely to result in a material adverse effect on our future operating results, financial condition or cash flows. See Note 14 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.
Item 1A. Risk Factors
Our business, financial condition and operating results can be affected by a number of factors, whether currently known or unknown, including but not limited to those described as risk factors, any one or more of which could, directly or indirectly, cause our actual operating results and financial condition to vary materially from past, or anticipated future, operating results and financial condition. For a discussion of our potential risks and uncertainties, see the risk factors previously disclosed in Part I, Item 1. “Business,” Part I, Item 1A. “Risk Factors,” and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K and in Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q. There have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
10b5-1 Trading Plans
During the three months ended June 30, 2026, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non Rule 10b5-1 trading arrangement.”

Item 6. Exhibits
The following documents are filed as part of this report:
(1) Exhibits. The following exhibits are filed, furnished or incorporated by reference as part of this Quarterly Report on Form 10-Q.
Incorporated by Reference
Exhibit No. Exhibit Description Form File No. Exhibit Filing Date Filed/Furnished Herewith
3.1
8-K
001-38202
 3.1 10/29/2019
3.1(a)
8-K
001-38202
 3.1 06/14/2024
3.2 8-K 001-38202 3.1 08/29/2025
33
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Incorporated by Reference
Exhibit No. Exhibit Description Form File No. Exhibit Filing Date Filed/Furnished Herewith
4.1
8-K
 001-38202 4.1 04/24/2026
10.1+
8-K
001-38202
 10.1 06/15/2026
10.2+
 *
10.3+
 *
10.4+
 *
10.5+
 *
10.6+ *
10.7+ *
10.8+
8-K
 001-38202 10.1 04/21/2026
10.9+
8-K
 001-38202 10.2 04/21/2026
31.1 *
31.2 *
32.1 **
32.2 **
101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document *
101.SCH Inline XBRL Taxonomy Extension Schema Document *
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document *
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Incorporated by Reference
Exhibit No. Exhibit Description Form File No. Exhibit Filing Date Filed/Furnished Herewith
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document *
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) *
* Filed herewith.
** Furnished herewith.
+ Indicates management contract or compensatory plan.

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Signatures
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, thereunto duly authorized.

Virgin Galactic Holdings, Inc.
Date: August 12, 2026 /s/ Michael Colglazier
Name:
 Michael Colglazier
Title:
 Chief Executive Officer
(Principal Executive Officer)
Date: August 12, 2026 /s/ Douglas Ahrens
Name:
 Douglas Ahrens
Title:
Chief Financial Officer
(Principal Financial and Accounting Officer)
36
EX-10.2 2 exh102formofexecutiverestr.htm EX-10.2 Document
Exhibit 10.2

FOURTH AMENDED AND RESTATED VIRGIN GALACTIC HOLDINGS, INC.

2019 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT GRANT NOTICE
Virgin Galactic Holdings, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Fourth Amended and Restated Virgin Galactic Holdings, Inc. 2019 Incentive Award Plan (as amended from time to time, the “Plan”) and the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.
Participant:
[To be specified]
Grant Date:
[To be specified]
Number of RSUs:
[To be specified]
Vesting Commencement Date:
[To be specified]
Vesting Schedule:
[To be specified]

By accepting (whether in writing, electronically or otherwise) the RSUs, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.
VIRGIN GALACTIC HOLDINGS, INC.
PARTICIPANT
By:
    
    
Name:
    
[Participant Name]
Title:
    


Exhibit A
RESTRICTED STOCK UNIT AGREEMENT
Capitalized terms not specifically defined in this Restricted Stock Unit Agreement (this “Agreement”) have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
Article I.
GENERAL
1.1Award of RSUs. The Company has granted the RSUs to Participant effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”). Each RSU represents the right to receive one Share or, in the Administrator’s discretion, an amount in cash, in either case, as set forth in this Agreement. Participant will have no right to the distribution of any Shares until the time (if ever) the RSUs have vested.
1.2Incorporation of Terms of Plan. The RSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
1.3Unsecured Promise. The RSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.
Article II.
VESTING; FORFEITURE AND SETTLEMENT
2.1Vesting; Forfeiture.
(a)The RSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated. In addition, if Participant experiences a Qualifying Termination (as defined in the Employment Agreement) then the RSUs may be subject to full or partial accelerated vesting in accordance with that certain Employment Agreement (the “Employment Agreement”) by and between Participant, OpCo (as defined in the Employment Agreement) and the Company. The accelerated vesting in this Section 2.1(a) is subject to Participant’s continued compliance with the applicable restrictive covenants and timely execution and non-revocation of a general release of claims, as described in the Employment Agreement. Notwithstanding the foregoing, in the event of Participant’s Termination of Service for any reason, all unvested RSUs will immediately and automatically be cancelled and forfeited (after taking into consideration any accelerated vesting which may occur in connection with such Termination of Service), except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company (including, without limitation, the Employment Agreement).
(b)As used in this Agreement, “Cause” means (i) if Participant is a party to a written employment or consulting agreement with the Company or a Subsidiary in which the term “cause” is defined (a “Relevant Agreement”), “Cause” as defined in the Relevant Agreement, and (ii) if no Relevant Agreement exists, (A) the Administrator’s determination that Participant failed to substantially perform Participant’s duties (other than a failure resulting from Participant’s disability); (B) the Administrator’s determination that Participant failed to carry out, or comply with any lawful and reasonable directive of the Board or Participant’s immediate supervisor; (C) Participant’s conviction, plea of nolo contendere, or imposition of unadjudicated probation for any felony or indictable offense or crime involving moral turpitude; (D) Participant’s unlawful use (including being under the influence) or possession of illegal drugs on the premises of the Company or any of its Subsidiaries or while performing Participant’s duties and responsibilities for the Company or any of its Subsidiaries; (E) Participant’s commission of an act of fraud, embezzlement, misappropriation, misconduct, or breach of fiduciary duty against the Company or any of its Subsidiaries; or (F) Participant’s material breach of any material obligation under any applicable policy of the Company or its affiliates (including any code of conduct or harassment policies).
1


2.2Settlement.
(a)The RSUs will be paid in Shares or cash, at the Administrator’s discretion, as soon as administratively practicable after the vesting of the applicable RSU, but in no event later than the March 15 of the year following the year in which the RSU’s vesting date occurs.
(b)Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Law until the earliest date the Company reasonably determines the making of the payment will not cause such a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)); provided the Company reasonably believes the delay will not result in the imposition of excise taxes under Section 409A.
(c)To the extent that the RSUs are paid in cash, the amount of cash paid with respect to such RSUs will equal the product obtained by multiplying (i) the Fair Market Value of a Share on the applicable vesting date by (ii) the number of RSUs to be paid in accordance with this Section 2.2.
Article III.
TAXATION AND TAX WITHHOLDING
3.1Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.
3.2Tax Withholding.
(a)Payment of the withholding tax obligations with respect to the Award may be made by any of the following, or a combination thereof, as determined by the Company:
(i)Cash or check; or
(ii)In whole or in part by the Company withholding, or causing to be withheld, Shares otherwise vesting or issuable under this Award (including the RSUs) in satisfaction of any applicable withholding tax obligations, subject to Section 3.2(b); provided, however, that if Participant is a Section 16 Person then such determination shall be made by the Administrator.
(b)The number of Shares which may be so withheld or surrendered pursuant to Section 3.2(a)(ii) above shall be limited to the number of Shares which have a Fair Market Value on the date of withholding no greater than the aggregate amount of such liabilities based on the maximum individual statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income.
(c)Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the RSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or payment of the RSUs or the subsequent sale of Shares. The Company and its Subsidiaries do not commit and are under no obligation to structure the RSUs to reduce or eliminate Participant’s tax liability.
Article IV.
OTHER PROVISIONS
4.1Adjustments. Participant acknowledges that the RSUs, and the Shares subject to the RSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.
4.2Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant (or, if
2

Participant is then deceased, to the Designated Beneficiary) at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.
4.3Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
4.4Conformity to Applicable Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.
4.5Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in this Agreement or the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
4.6Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the RSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
4.7Entire Agreement. The Plan, the Grant Notice, this Agreement (including any exhibit hereto) and the Employment Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
4.8Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.
4.9Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates a contractual obligation on the part of the Company as to amounts payable. Neither the Plan nor any underlying program, in and of itself, has any assets.
4.10Not a Contract of Employment. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.
4.11Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.
* * * * *

3
EX-10.3 3 exh103formofnon-executiver.htm EX-10.3 Document
Exhibit 10.3

FOURTH AMENDED AND RESTATED VIRGIN GALACTIC HOLDINGS, INC.

2019 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT GRANT NOTICE
Virgin Galactic Holdings, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Fourth Amended and Restated Virgin Galactic Holdings, Inc. 2019 Incentive Award Plan (as amended from time to time, the “Plan”) and the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.
Participant:
[To be specified]
Grant Date:
[To be specified]
Number of RSUs:
[To be specified]
Vesting Commencement Date:
[To be specified]
Vesting Schedule:
[To be specified]

By accepting (whether in writing, electronically or otherwise) the RSUs, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.
VIRGIN GALACTIC HOLDINGS, INC.
PARTICIPANT
By:
    
    
Name:
    
[Participant Name]
Title:
    


Exhibit A
RESTRICTED STOCK UNIT AGREEMENT
Capitalized terms not specifically defined in this Restricted Stock Unit Agreement (this “Agreement”) have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
Article I.
GENERAL
1.1Award of RSUs. The Company has granted the RSUs to Participant effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”). Each RSU represents the right to receive one Share or, in the Administrator’s discretion, an amount in cash, in either case, as set forth in this Agreement. Participant will have no right to the distribution of any Shares until the time (if ever) the RSUs have vested.
1.2Incorporation of Terms of Plan. The RSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
1.3Unsecured Promise. The RSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.
Article II.
VESTING; FORFEITURE AND SETTLEMENT
2.1Vesting; Forfeiture.
(a)The RSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated. In addition, any RSUs that remain outstanding shall fully vest on an accelerated basis upon Participant’s Termination of Service by the Company (or a Subsidiary) without Cause on or within 24 months following the date of a Change in Control. The accelerated vesting in this Section 2.1(a) is subject to Participant’s continued compliance with the applicable restrictive covenants and timely execution and non-revocation of a general release of claims. Notwithstanding the foregoing, in the event of Participant’s Termination of Service for any reason, all unvested RSUs will immediately and automatically be cancelled and forfeited (after taking into consideration any accelerated vesting which may occur in connection with such Termination of Service), except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company.
(b)As used in this Agreement, “Cause” means (i) if Participant is a party to a written employment or consulting agreement with the Company or a Subsidiary in which the term “cause” is defined (a “Relevant Agreement”), “Cause” as defined in the Relevant Agreement, and (ii) if no Relevant Agreement exists, (A) the Administrator’s determination that Participant failed to substantially perform Participant’s duties (other than a failure resulting from Participant’s disability); (B) the Administrator’s determination that Participant failed to carry out, or comply with any lawful and reasonable directive of the Board or Participant’s immediate supervisor; (C) Participant’s conviction, plea of nolo contendere, or imposition of unadjudicated probation for any felony or indictable offense or crime involving moral turpitude; (D) Participant’s unlawful use (including being under the influence) or possession of illegal drugs on the premises of the Company or any of its Subsidiaries or while performing Participant’s duties and responsibilities for the Company or any of its Subsidiaries; (E) Participant’s commission of an act of fraud, embezzlement, misappropriation, misconduct, or breach of fiduciary duty against the Company or any of its Subsidiaries; or (F) Participant’s material breach of any material obligation under any applicable policy of the Company or its affiliates (including any code of conduct or harassment policies).
2.2Settlement.
(a)The RSUs will be paid in Shares or cash, at the Administrator’s discretion, as soon as administratively practicable after the vesting of the applicable RSU, but in no event later than the March 15 of the year following the year in which the RSU’s vesting date occurs.
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(b)Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Law until the earliest date the Company reasonably determines the making of the payment will not cause such a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)); provided the Company reasonably believes the delay will not result in the imposition of excise taxes under Section 409A.
(c)To the extent that the RSUs are paid in cash, the amount of cash paid with respect to such RSUs will equal the product obtained by multiplying (i) the Fair Market Value of a Share on the applicable vesting date by (ii) the number of RSUs to be paid in accordance with this Section 2.2.
Article III.
TAXATION AND TAX WITHHOLDING
3.1Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.
3.2Tax Withholding.
(a)Payment of the withholding tax obligations with respect to the Award may be made by any of the following, or a combination thereof, as determined by the Company:
(i)Cash or check; or
(ii)In whole or in part by the Company withholding, or causing to be withheld, Shares otherwise vesting or issuable under this Award (including the RSUs) in satisfaction of any applicable withholding tax obligations, subject to Section 3.2(b); provided, however, that if Participant is a Section 16 Person then such determination shall be made by the Administrator.
(b)The number of Shares which may be so withheld or surrendered pursuant to Section 3.2(a)(ii) above shall be limited to the number of Shares which have a Fair Market Value on the date of withholding no greater than the aggregate amount of such liabilities based on the maximum individual statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income.
(c)Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the RSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or payment of the RSUs or the subsequent sale of Shares. The Company and its Subsidiaries do not commit and are under no obligation to structure the RSUs to reduce or eliminate Participant’s tax liability.
Article IV.
OTHER PROVISIONS
4.1Adjustments. Participant acknowledges that the RSUs, and the Shares subject to the RSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.
4.2Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant (or, if Participant is then deceased, to the Designated Beneficiary) at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office
2

regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.
4.3Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
4.4Conformity to Applicable Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.
4.5Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in this Agreement or the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
4.6Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the RSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
4.7Entire Agreement. The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
4.8Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.
4.9Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates a contractual obligation on the part of the Company as to amounts payable. Neither the Plan nor any underlying program, in and of itself, has any assets.
4.10Not a Contract of Employment. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.
4.11Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.
* * * * *

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EX-10.4 4 exh104formofceorestricteds.htm EX-10.4 Document
Exhibit 10.4

FOURTH AMENDED AND RESTATED VIRGIN GALACTIC HOLDINGS, INC.

2019 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT GRANT NOTICE
Virgin Galactic Holdings, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Fourth Amended and Restated Virgin Galactic Holdings, Inc. 2019 Incentive Award Plan (as amended from time to time, the “Plan”) and the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.
Participant:
Michael Colglazier
Grant Date:
[To be specified]
Number of RSUs:
[To be specified]
Vesting Commencement Date:
[To be specified]
Vesting Schedule:
[To be specified]

By accepting (whether in writing, electronically or otherwise) the RSUs, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.
VIRGIN GALACTIC HOLDINGS, INC.
PARTICIPANT
By:
    
    
Name:
    
Michael Colglazier
Title:
    


Exhibit A
RESTRICTED STOCK UNIT AGREEMENT
Capitalized terms not specifically defined in this Restricted Stock Unit Agreement (this “Agreement”) have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
Article I.
GENERAL
1.1Award of RSUs. The Company has granted the RSUs to Participant effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”). Each RSU represents the right to receive one Share or, in the Administrator’s discretion, an amount in cash, in either case, as set forth in this Agreement. Participant will have no right to the distribution of any Shares until the time (if ever) the RSUs have vested.
1.2Incorporation of Terms of Plan. The RSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
1.3Unsecured Promise. The RSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.
Article II.
VESTING; FORFEITURE AND SETTLEMENT
2.1Vesting; Forfeiture. The RSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated. In addition, if Participant experiences a Good Leaver Termination (as defined in the Employment Agreement), the Award shall be subject to Section 3(e)(ii)(C) of that certain Amended and Restated Employment Agreement by and between Participant, Virgin Galactic, LLC and the Company dated as of July 29, 2025 (the “Employment Agreement”). The accelerated vesting in this Section 2.1 is subject to Participant’s continued compliance with the applicable restrictive covenants and timely execution and non-revocation of a general release of claims, as described in the Employment Agreement. In the event of Participant’s Termination of Service for any reason other than a Good Leaver Termination, the unvested RSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company (including, without limitation, the Employment Agreement). In the event of a Good Leaver Termination, the RSUs will vest in accordance with Participant’s Employment Agreement, and any portion of the Award that remains unvested thereafter will automatically be cancelled and forfeited.
2.2Settlement.
(a)The RSUs will be paid in Shares or cash, at the Administrator’s discretion, as soon as administratively practicable after the vesting of the applicable RSU, but in no event later than the March 15 of the year following the year in which the RSU’s vesting date occurs.
(b)Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Law until the earliest date the Company reasonably determines the making of the payment will not cause such a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)); provided the Company reasonably believes the delay will not result in the imposition of excise taxes under Section 409A.
(c)To the extent that the RSUs are paid in cash, the amount of cash paid with respect to such RSUs will equal the product obtained by multiplying (i) the Fair Market Value of a Share on the applicable vesting date by (ii) the number of RSUs to be paid in accordance with this Section 2.2.
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Article III.
TAXATION AND TAX WITHHOLDING
3.1Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.
3.2Tax Withholding.
(a)Payment of the withholding tax obligations with respect to the Award may be made by any of the following, or a combination thereof, as determined by the Company:
(i)Cash or check; or
(ii)In whole or in part by the Company withholding, or causing to be withheld, Shares otherwise vesting or issuable under this Award (including the RSUs) in satisfaction of any applicable withholding tax obligations, subject to Section 3.2(b); provided, however, that if Participant is a Section 16 Person then such determination shall be made by the Administrator.
(b)The number of Shares which may be so withheld or surrendered pursuant to Section 3.2(a)(ii) above shall be limited to the number of Shares which have a Fair Market Value on the date of withholding no greater than the aggregate amount of such liabilities based on the maximum individual statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income.
(c)Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the RSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or payment of the RSUs or the subsequent sale of Shares. The Company and its Subsidiaries do not commit and are under no obligation to structure the RSUs to reduce or eliminate Participant’s tax liability.
Article IV.
OTHER PROVISIONS
4.1Adjustments. Participant acknowledges that the RSUs, and the Shares subject to the RSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.
4.2Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant (or, if Participant is then deceased, to the Designated Beneficiary) at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.
4.3Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
4.4Conformity to Applicable Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.
4.5Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors
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and assigns of the Company. Subject to the restrictions on transfer set forth in this Agreement or the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
4.6Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the RSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
4.7Entire Agreement. The Plan, the Grant Notice, this Agreement (including any exhibit hereto) and the Employment Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
4.8Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.
4.9Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates a contractual obligation on the part of the Company as to amounts payable. Neither the Plan nor any underlying program, in and of itself, has any assets.
4.10Not a Contract of Employment. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.
4.11Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.
* * * * *
3


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EX-10.5 5 exh105formofexecutiveperfo.htm EX-10.5 Document
Exhibit 10.5

FOURTH AMENDED AND RESTATED VIRGIN GALACTIC HOLDINGS, INC.

2019 INCENTIVE AWARD PLAN

PERFORMANCE-VESTING RESTRICTED STOCK UNIT GRANT NOTICE
Virgin Galactic Holdings, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Performance-Vesting Restricted Stock Units (the “PSUs”) described in this Performance-Vesting Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Fourth Amended and Restated Virgin Galactic Holdings, Inc. 2019 Incentive Award Plan (as amended from time to time, the “Plan”) and the Performance-Vesting Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.
Participant:
[To be specified]
Grant Date:
[To be specified]
Target Number of PSUs:
[To be specified]


Vesting Schedule:
The PSUs will become earned (“Earned PSUs”) based on achievement of the Performance Condition with respect to the Performance Period, as set forth below.

Performance Period: [________].

Performance Condition:
The number of PSUs that become Earned PSUs shall be based on the achievement of the Performance Conditions set forth below, with the number of PSUs earned equal to (x) the target number of PSUs multiplied by (y) the applicable Percentage of Award Earned (calculated as set forth below, rounded up to the nearest whole unit).

[To come.]

The Company may, in its good faith discretion, make such adjustments to the applicable “Threshold,” “Target” or “Maximum” goals in the event of any material changes to strategy, acquisitions, divestures or unforeseen circumstances that were not contemplated at the outset of the Performance Period, subject in each case, to approval by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”).

Calculation of Number of Earned PSUs: If actual performance is between the (i) “Threshold” and “Target” or the (ii) “Target” and “Maximum” levels of achievement, the Percentage of Award Earned shall be determined using straight line linear interpolation between the applicable levels. In the event that actual performance does not meet the Threshold Level of Achievement, the “Percentage of Award Earned” shall be zero percent (0%). All determinations with respect to whether and the extent to which a Performance Condition has been achieved shall be made by the Compensation Committee in its sole discretion. The PSUs will become Earned PSUs as of the date that the applicable Performance Condition is achieved, subject to the Compensation Committee certifying in writing the extent to which the Performance Condition has been met.
Level of Achievement
Percentage of Award Earned
Below Threshold
0%
Threshold
50%
Target
100%
Maximum
200%
Above Maximum
200%

Any PSUs which do not become Earned PSUs based on actual performance during the Performance Period shall be forfeited as of the last day of the Performance Period.
Earned PSUs will remain outstanding and will vest on the last day of the Performance Period, subject to Participant’s continued service as a Service Provider through such date.

By accepting (whether in writing, electronically or otherwise) the PSUs, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.
2



VIRGIN GALACTIC HOLDINGS, INC.
PARTICIPANT
By:
    
    
Name:
    
[Participant Name]
Title:
    

3


Exhibit A
PERFORMANCE-VESTING RESTRICTED STOCK UNIT AGREEMENT
Capitalized terms not specifically defined in this Performance-Vesting Restricted Stock Unit Agreement (this “Agreement”) have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
Article I.
GENERAL
1.1Award of PSUs. The Company has granted the PSUs to Participant effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”). Each PSU represents the right to receive one Share or, in the Administrator’s discretion, an amount in cash, in either case, as set forth in this Agreement. Participant will have no right to the distribution of any Shares until the time (if ever) the PSUs have vested.
1.2Incorporation of Terms of Plan. The PSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
1.3Unsecured Promise. The PSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.
Article II.
VESTING; FORFEITURE AND SETTLEMENT
2.1Vesting; Forfeiture.
(a)Subject to the conditions contained herein and in the Plan, the PSUs shall vest as provided in the Grant Notice. In addition, if Participant experiences a Qualifying Termination (as defined in the Employment Agreement) following the completion of the Performance Period, then the Earned PSUs (if any) may be subject to accelerated vesting in accordance with that certain Employment Agreement (the “Employment Agreement”) by and between Participant, OpCo (as defined in the Employment Agreement) and the Company as though the Award was a time-vesting equity award for purposes of the Employment Agreement. The accelerated vesting in this Section 2.1(a) is subject to Participant’s continued compliance with the applicable restrictive covenants and timely execution and non-revocation of a general release of claims, as described in the Employment Agreement.
(b)Notwithstanding the foregoing, in the event of Participant’s Termination of Service for any reason, all unvested PSUs will immediately and automatically be cancelled and forfeited (after taking into consideration any accelerated vesting which may occur in connection with such Termination of Service), except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company (including, without limitation, the Employment Agreement).
2.2Settlement.
(a)Earned PSUs will be paid in Shares or cash, at the Administrator’s discretion, as soon as administratively practicable after the vesting of the applicable PSU, but in no event later than the March 15 of the year following the year in which the PSU’s vesting date occurs.
(b)Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Law until the earliest date the Company reasonably determines the making of the payment will not cause such a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)); provided the Company reasonably believes the delay will not result in the imposition of excise taxes under Section 409A.
(c)To the extent that the PSUs are paid in cash, the amount of cash paid with respect to such Earned PSUs will equal the product obtained by multiplying (i) the Fair Market Value of a Share on the applicable vesting date by (ii) the number of Earned PSUs to be paid in accordance with this Section 2.2.
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Article III.
TAXATION AND TAX WITHHOLDING
3.1Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.
3.2Tax Withholding.
(a)Payment of the withholding tax obligations with respect to the Award may be made by any of the following, or a combination thereof, as determined by the Company:
(i)Cash or check; or
(ii)In whole or in part by the Company withholding, or causing to be withheld, Shares otherwise vesting or issuable under this Award (including the PSUs) in satisfaction of any applicable withholding tax obligations, subject to Section 3.2(b); provided, however, that if Participant is a Section 16 Person then such determination shall be made by the Administrator.
(b)The number of Shares which may be so withheld or surrendered pursuant to Section 3.2(a)(ii) above shall be limited to the number of Shares which have a Fair Market Value on the date of withholding no greater than the aggregate amount of such liabilities based on the maximum individual statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income.
(c)Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the PSUs, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the PSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or payment of the PSUs or the subsequent sale of Shares. The Company and its Subsidiaries do not commit and are under no obligation to structure the PSUs to reduce or eliminate Participant’s tax liability.
Article IV.
OTHER PROVISIONS
4.1Adjustments. Participant acknowledges that the PSUs, and the Shares subject to the PSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.
4.2Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant (or, if Participant is then deceased, to the Designated Beneficiary) at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.
4.3Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
4.4Conformity to Applicable Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.
4.5Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors
2

and assigns of the Company. Subject to the restrictions on transfer set forth in this Agreement or the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
4.6Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the PSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
4.7Entire Agreement. The Plan, the Grant Notice, this Agreement (including any exhibit hereto) and the Employment Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
4.8Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.
4.9Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates a contractual obligation on the part of the Company as to amounts payable. Neither the Plan nor any underlying program, in and of itself, has any assets.
4.10Not a Contract of Employment. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.
4.11Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.
* * * * *

3
EX-10.6 6 exh106formofnon-executivep.htm EX-10.6 Document
Exhibit 10.6

FOURTH AMENDED AND RESTATED VIRGIN GALACTIC HOLDINGS, INC.

2019 INCENTIVE AWARD PLAN

PERFORMANCE-VESTING RESTRICTED STOCK UNIT GRANT NOTICE
Virgin Galactic Holdings, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Performance-Vesting Restricted Stock Units (the “PSUs”) described in this Performance-Vesting Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Fourth Amended and Restated Virgin Galactic Holdings, Inc. 2019 Incentive Award Plan (as amended from time to time, the “Plan”) and the Performance-Vesting Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.
Participant:
[To be specified]
Grant Date:
[To be specified]
Target Number of PSUs:
[To be specified]


Vesting Schedule:
The PSUs will become earned (“Earned PSUs”) based on achievement of the Performance Condition with respect to the Performance Period, as set forth below.

Performance Period: [________].

Performance Condition:
The number of PSUs that become Earned PSUs shall be based on the achievement of the Performance Conditions set forth below, with the number of PSUs earned equal to (x) the target number of PSUs multiplied by (y) the applicable Percentage of Award Earned (calculated as set forth below, rounded up to the nearest whole unit).

[To come.]

The Company may, in its good faith discretion, make such adjustments to the applicable “Threshold,” “Target” or “Maximum” goals in the event of any material changes to strategy, acquisitions, divestures or unforeseen circumstances that were not contemplated at the outset of the Performance Period, subject in each case, to approval by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”).

Calculation of Number of Earned PSUs: If actual performance is between the (i) “Threshold” and “Target” or the (ii) “Target” and “Maximum” levels of achievement, the Percentage of Award Earned shall be determined using straight line linear interpolation between the applicable levels. In the event that actual performance does not meet the Threshold Level of Achievement, the “Percentage of Award Earned” shall be zero percent (0%). All determinations with respect to whether and the extent to which a Performance Condition has been achieved shall be made by the Compensation Committee in its sole discretion. The PSUs will become Earned PSUs as of the date that the applicable Performance Condition is achieved, subject to the Compensation Committee certifying in writing the extent to which the Performance Condition has been met.
Level of Achievement
Percentage of Award Earned
Below Threshold
0%
Threshold
50%
Target
100%
Maximum
200%
Above Maximum
200%

Any PSUs which do not become Earned PSUs based on actual performance during the Performance Period shall be forfeited as of the last day of the Performance Period.
Earned PSUs will remain outstanding and will vest on the last day of the Performance Period, subject to Participant’s continued service as a Service Provider through such date.

By accepting (whether in writing, electronically or otherwise) the PSUs, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.
2



VIRGIN GALACTIC HOLDINGS, INC.
PARTICIPANT
By:
    
    
Name:
    
[Participant Name]
Title:
    

3


Exhibit A
PERFORMANCE-VESTING RESTRICTED STOCK UNIT AGREEMENT
Capitalized terms not specifically defined in this Performance-Vesting Restricted Stock Unit Agreement (this “Agreement”) have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
Article I.
GENERAL
1.1Award of PSUs. The Company has granted the PSUs to Participant effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”). Each PSU represents the right to receive one Share or, in the Administrator’s discretion, an amount in cash, in either case, as set forth in this Agreement. Participant will have no right to the distribution of any Shares until the time (if ever) the PSUs have vested.
1.2Incorporation of Terms of Plan. The PSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
1.3Unsecured Promise. The PSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.
Article II.
VESTING; FORFEITURE AND SETTLEMENT
2.1Vesting; Forfeiture.
(a)Subject to the conditions contained herein and in the Plan, the PSUs shall vest as provided in the Grant Notice.
(b)Notwithstanding the foregoing, in the event of Participant’s Termination of Service for any reason, all unvested PSUs will immediately and automatically be cancelled and forfeited (after taking into consideration any accelerated vesting which may occur in connection with such Termination of Service), except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company.
2.2Settlement.
(a)Earned PSUs will be paid in Shares or cash, at the Administrator’s discretion, as soon as administratively practicable after the vesting of the applicable PSU, but in no event later than the March 15 of the year following the year in which the PSU’s vesting date occurs.
(b)Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Law until the earliest date the Company reasonably determines the making of the payment will not cause such a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)); provided the Company reasonably believes the delay will not result in the imposition of excise taxes under Section 409A.
(c)To the extent that the PSUs are paid in cash, the amount of cash paid with respect to such Earned PSUs will equal the product obtained by multiplying (i) the Fair Market Value of a Share on the applicable vesting date by (ii) the number of Earned PSUs to be paid in accordance with this Section 2.2.
Article III.
TAXATION AND TAX WITHHOLDING
3.1Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.
3.2Tax Withholding.
1


(a)Payment of the withholding tax obligations with respect to the Award may be made by any of the following, or a combination thereof, as determined by the Company:
(i)Cash or check; or
(ii)In whole or in part by the Company withholding, or causing to be withheld, Shares otherwise vesting or issuable under this Award (including the PSUs) in satisfaction of any applicable withholding tax obligations, subject to Section 3.2(b); provided, however, that if Participant is a Section 16 Person then such determination shall be made by the Administrator.
(b)The number of Shares which may be so withheld or surrendered pursuant to Section 3.2(a)(ii) above shall be limited to the number of Shares which have a Fair Market Value on the date of withholding no greater than the aggregate amount of such liabilities based on the maximum individual statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income.
(c)Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the PSUs, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the PSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or payment of the PSUs or the subsequent sale of Shares. The Company and its Subsidiaries do not commit and are under no obligation to structure the PSUs to reduce or eliminate Participant’s tax liability.
Article IV.
OTHER PROVISIONS
4.1Adjustments. Participant acknowledges that the PSUs, and the Shares subject to the PSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.
4.2Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant (or, if Participant is then deceased, to the Designated Beneficiary) at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.
4.3Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
4.4Conformity to Applicable Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.
4.5Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in this Agreement or the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
4.6Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the PSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws
2

permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
4.7Entire Agreement. The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
4.8Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.
4.9Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates a contractual obligation on the part of the Company as to amounts payable. Neither the Plan nor any underlying program, in and of itself, has any assets.
4.10Not a Contract of Employment. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.
4.11Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.
* * * * *

3
EX-10.7 7 exh107formofceoperformance.htm EX-10.7 Document
Exhibit 10.7

FOURTH AMENDED AND RESTATED VIRGIN GALACTIC HOLDINGS, INC.

2019 INCENTIVE AWARD PLAN

PERFORMANCE-VESTING RESTRICTED STOCK UNIT GRANT NOTICE
Virgin Galactic Holdings, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Performance-Vesting Restricted Stock Units (the “PSUs”) described in this Performance-Vesting Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Fourth Amended and Restated Virgin Galactic Holdings, Inc. 2019 Incentive Award Plan (as amended from time to time, the “Plan”) and the Performance-Vesting Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.
Participant:
Michael Colglazier
Grant Date:
[To be specified]
Target Number of PSUs:
[To be specified]


Vesting Schedule:
The PSUs will become earned (“Earned PSUs”) based on achievement of the Performance Condition with respect to the Performance Period, as set forth below.

Performance Period: [________].

Performance Condition:
The number of PSUs that become Earned PSUs shall be based on the achievement of the Performance Conditions set forth below, with the number of PSUs earned equal to (x) the target number of PSUs multiplied by (y) the applicable Percentage of Award Earned (calculated as set forth below, rounded up to the nearest whole unit).

[To come.]

The Company may, in its good faith discretion, make such adjustments to the applicable “Threshold,” “Target” or “Maximum” goals in the event of any material changes to strategy, acquisitions, divestures or unforeseen circumstances that were not contemplated at the outset of the Performance Period, subject in each case, to approval by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”).

Calculation of Number of Earned PSUs: If actual performance is between the (i) “Threshold” and “Target” or the (ii) “Target” and “Maximum” levels of achievement, the Percentage of Award Earned shall be determined using straight line linear interpolation between the applicable levels. In the event that actual performance does not meet the Threshold Level of Achievement, the “Percentage of Award Earned” shall be zero percent (0%). All determinations with respect to whether and the extent to which a Performance Condition has been achieved shall be made by the Compensation Committee in its sole discretion. The PSUs will become Earned PSUs as of the date that the applicable Performance Condition is achieved, subject to the Compensation Committee certifying in writing the extent to which the Performance Condition has been met.
Level of Achievement
Percentage of Award Earned
Below Threshold
0%
Threshold
50%
Target
100%
Maximum
200%
Above Maximum
200%

Any PSUs which do not become Earned PSUs based on actual performance during the Performance Period shall be forfeited as of the last day of the Performance Period.
Earned PSUs will remain outstanding and will vest on the last day of the Performance Period, subject to Participant’s continued service as a Service Provider through such date.

By accepting (whether in writing, electronically or otherwise) the PSUs, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.
2



VIRGIN GALACTIC HOLDINGS, INC.
PARTICIPANT
By:
    
    
Name:
    
Michael Colglazier
Title:
    

3


Exhibit A
PERFORMANCE-VESTING RESTRICTED STOCK UNIT AGREEMENT
Capitalized terms not specifically defined in this Performance-Vesting Restricted Stock Unit Agreement (this “Agreement”) have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
Article I.
GENERAL
1.1Award of PSUs. The Company has granted the PSUs to Participant effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”). Each PSU represents the right to receive one Share or, in the Administrator’s discretion, an amount in cash, in either case, as set forth in this Agreement. Participant will have no right to the distribution of any Shares until the time (if ever) the PSUs have vested.
1.2Incorporation of Terms of Plan. The PSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
1.3Unsecured Promise. The PSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.
Article II.
VESTING; FORFEITURE AND SETTLEMENT
2.1Vesting; Forfeiture.
(a)Subject to the conditions contained herein and in the Plan, the PSUs shall vest as provided in the Grant Notice. In addition, if Participant experiences a Good Leaver Termination (as defined in the Employment Agreement), the Award shall be subject to Section 3(e)(ii)(C) of that certain Amended and Restated Employment Agreement by and between Participant, Virgin Galactic, LLC and the Company dated as of July 29, 2025 (the “Employment Agreement”). The accelerated vesting in this Section 2.1(a) is subject to Participant’s continued compliance with the applicable restrictive covenants and timely execution and non-revocation of a general release of claims, as described in the Employment Agreement.
(b)In the event of Participant’s Termination of Service for any reason other than a Good Leaver Termination, the unvested PSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company (including, without limitation, the Employment Agreement). In the event of a Good Leaver Termination, the PSUs will vest in accordance with Participant’s Employment Agreement, and any portion of the Award that remains unvested thereafter will automatically be cancelled and forfeited.
2.2Settlement.
(a)Earned PSUs will be paid in Shares or cash, at the Administrator’s discretion, as soon as administratively practicable after the vesting of the applicable PSU, but in no event later than the March 15 of the year following the year in which the PSU’s vesting date occurs.
(b)Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Law until the earliest date the Company reasonably determines the making of the payment will not cause such a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)); provided the Company reasonably believes the delay will not result in the imposition of excise taxes under Section 409A.
(c)To the extent that the PSUs are paid in cash, the amount of cash paid with respect to such Earned PSUs will equal the product obtained by multiplying (i) the Fair Market Value of a Share on the applicable vesting date by (ii) the number of Earned PSUs to be paid in accordance with this Section 2.2.
1


Article III.
TAXATION AND TAX WITHHOLDING
3.1Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.
3.2Tax Withholding.
(a)Payment of the withholding tax obligations with respect to the Award may be made by any of the following, or a combination thereof, as determined by the Company:
(i)Cash or check; or
(ii)In whole or in part by the Company withholding, or causing to be withheld, Shares otherwise vesting or issuable under this Award (including the PSUs) in satisfaction of any applicable withholding tax obligations, subject to Section 3.2(b); provided, however, that if Participant is a Section 16 Person then such determination shall be made by the Administrator.
(b)The number of Shares which may be so withheld or surrendered pursuant to Section 3.2(a)(ii) above shall be limited to the number of Shares which have a Fair Market Value on the date of withholding no greater than the aggregate amount of such liabilities based on the maximum individual statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income.
(c)Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the PSUs, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the PSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or payment of the PSUs or the subsequent sale of Shares. The Company and its Subsidiaries do not commit and are under no obligation to structure the PSUs to reduce or eliminate Participant’s tax liability.
Article IV.
OTHER PROVISIONS
4.1Adjustments. Participant acknowledges that the PSUs, and the Shares subject to the PSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.
4.2Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant (or, if Participant is then deceased, to the Designated Beneficiary) at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.
4.3Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
4.4Conformity to Applicable Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.
4.5Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors
2

and assigns of the Company. Subject to the restrictions on transfer set forth in this Agreement or the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
4.6Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the PSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
4.7Entire Agreement. The Plan, the Grant Notice, this Agreement (including any exhibit hereto) and the Employment Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
4.8Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.
4.9Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates a contractual obligation on the part of the Company as to amounts payable. Neither the Plan nor any underlying program, in and of itself, has any assets.
4.10Not a Contract of Employment. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.
4.11Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.
* * * * *

3
EX-31.1 8 spce-20260630_exh311.htm EX-31.1 Document

Exhibit 31.1
CERTIFICATION PURSUANT TO SECURITIES EXCHANGE ACT
RULES 13a-14(a) AND 15(d)-14(a), AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Colglazier, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Virgin Galactic Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
                   
         
August 12, 2026
 /s/ Michael Colglazier
Michael Colglazier
Chief Executive Officer
(Principal Executive Officer)


EX-31.2 9 spce-20260630_exh312.htm EX-31.2 Document

Exhibit 31.2
CERTIFICATION PURSUANT TO SECURITIES EXCHANGE ACT
RULES 13a-14(a) AND 15(d)-14(a), AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Douglas Ahrens, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Virgin Galactic Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
                   
         
August 12, 2026 /s/ Douglas Ahrens
Douglas Ahrens
Chief Financial Officer
(Principal Financial and Accounting Officer)


EX-32.1 10 spce-20260630_exh321.htm EX-32.1 Document

Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Virgin Galactic Holdings, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Colglazier, Chief Executive Officer (Principal Executive Officer), certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
    
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.
                   
    
August 12, 2026
 /s/ Michael Colglazier
Michael Colglazier
Chief Executive Officer
(Principal Executive Officer)
This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
EX-32.2 11 spce-20260630_exh322.htm EX-32.2 Document

Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Virgin Galactic Holdings, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Douglas Ahrens, Chief Financial Officer (Principal Financial Officer), certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
    
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.
                   
    
August 12, 2026 /s/ Douglas Ahrens
Douglas Ahrens
Chief Financial Officer
(Principal Financial and Accounting Officer)
This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.