Virgin Galactic Holdings, Inc S-8 Filing

Ticker: SPCE · Form: S-8 · Filed: 2026-04-01T16:32:06-04:00

Sentiment: neutral

Filing Stats: 3,396 words · 14 min read · ~11 pages · Grade level 18.1 · Accepted 2026-04-01 16:32:06

Filing Documents

Incorporation of Documents by Reference

Item 3. Incorporation of Documents by Reference The SEC's rules allow us to "incorporate by reference" information into this registration statement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. Information incorporated by reference is deemed to be part of this registration statement, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in this registration statement or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this registration statement or a subsequently filed document incorporated by reference modifies or replaces that statement. We hereby incorporate by reference into this registration statement the following documents previously filed with the SEC our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 30, 2026 and the description of our common stock contained in the our registration statement on Form 8-A dated September 11, 2017, filed with the SEC on September 12, 2017, and any amendment or report filed with the SEC for the purpose of updating the description. All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment to this registration statement which indicates that all of the shares of common stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of the filing of such documents, except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under curre

Description of Securities

Item 4. Description of Securities Not applicable.

Interests of Named Experts and Counsel

Item 5. Interests of Named Experts and Counsel Not applicable.

Indemnification of Directors and Officers

Item 6. Indemnification of Directors and Officers Subsection (a) of Section 145 of the General Corporation Law of the State of Delaware, or the DGCL, empowers a corporation to indemnify any person who was or is a party or who is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. Subsection (b) of Section 145 of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person acted in any of the capacities set forth above, against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged

Exemption from Registration Claimed

Item 7. Exemption from Registration Claimed Not applicable.

Exhibits

Item 8. Exhibits Exhibit Number Exhibit Description Incorporated by Reference Filed Herewith Form Date Filed Number 3.1 Certificate of Incorporation of the Registrant 8-K 102919 3.1 3.1(a) Certificate of Amendment to Certificate of Incorporation of the Registrant 8-K 061424 3.1 3.2 Amended and Restated By-Laws of the Registrant 8-K 082925 3.1 4.1 Specimen Common Stock Certificate of the Registrant 8-K 102919 4.2 5.1 Opinion of Latham Watkins, LLP X 23.1 Consent of Latham Watkins LLP (included in Exhibit 5.1) X 23.2 Consent of Ernst Young LLP X 24.1 Powers of Attorney (incorporated by reference to the signature page hereto) X 99.1+ Second Amended and Restated 2023 Employment Inducement Incentive Award Plan 10-K 033026 10.3 99.2+ Form of Restricted Stock Unit Agreement under the 2023 Employment Inducement Incentive Award Plan S-8 060823 99.2 99.3+ Form of Performance- V esting Restricted Stock Unit Agreement under the 2023 Employment Inducement Incentive Award Plan S-8 060823 99.3 99.4+ Form of Executive Restricted Stock Unit Agreement under the Second Amended and Restated 2023 Employment Inducement Incentive Award Plan 10-K 033026 10.3(c) 99.5+ Form of Non-Executive Restricted Stock Unit Agreement under the Second Amended and Restated 2023 Employment Inducement Incentive Award Plan 10-K 033026 10.3(d) 99.6+ Form of Executive Performance-Vesting Restricted Stock Unit Agreement under the Second Amended and Restated 2023 Employment Inducement Incentive Award Plan 10-K 033026 10.3(e) 99.7+ Form of Non-Executive Performance-Vesting Restricted Stock Unit Agreement under the Second Amended and Restated 2023 Employment Inducement Incentive Award Plan 10-K 033026 10.3(f) 107 Filing Fee Table X + Indicates management contract or compensatory plan.

Undertakings

Item 9. Undertakings. (a) The undersigned registrant hereby undertakes (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933 (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) ( 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tustin, State of California, on April 1, 2026. Virgin Galactic Holdings, Inc. By s Michael Colglazier Michael Colglazier Chief Executive Officer and President POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael Colglazier and Douglas Ahrens, or either of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act, to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date s Michael Colglazier Michael Colglazier Chief Executive Officer and President (Principal Executive Officer) and Director April 1, 2026 s Douglas Ahrens Douglas Ahrens Chief Financial Officer (Principal Financial Offic

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