Virgin Galactic repurchases ~$355M in convertibles, issues $203M of 9.8% first lien notes due 2028

the Company will issue and sell for cash, in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), (i) approximately $202.6 million aggregate principal amount of a new series of its 9.80% First Lien Notes due 2028 (the “New Notes”) (subject to adjustment described below) and (ii) warrants, exercisable from six months from the date of issue until five years from the date of issue, to purchase an aggregate of up to approximately 30.3 million of shares of Common Stock (the “Purchase Warrants”) (subject to adjustment described below), at an exercise price equal to 155% of the purchase price of the Shares as discussed above (collectively, the “Private Placement”

the Company entered into separate, privately negotiated subscription agreements with certain investors (the “Subscription Agreements”) pursuant to which it will issue and sell for cash, in a registered direct offering, an aggregate of approximately $45.6 million of (i) shares (the “Shares”) of its common stock, par value $0.0001 per share ( “Common Stock”), and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares of its Common Stock (collectively, the “Registered Offering”).

the Company entered into separate, privately negotiated subscription agreements with certain investors (the “Subscription Agreements”) pursuant to which it will issue and sell for cash, in a registered direct offering, an aggregate of approximately $45.6 million of (i) shares (the “Shares”) of its common stock, par value $0.0001 per share ( “Common Stock”), and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares of its Common Stock (collectively, the “Registered Offering”).

On December 9, 2025, Virgin Galactic Holdings, Inc. (the “Company”) entered into separate, privately negotiated repurchase agreements (the “Repurchase Agreements”) with a limited number of holders of its 2.50% convertible senior notes due 2027 (the “Existing Convertible Notes”), whereby the Company will repurchase approximately $354.6 million in aggregate principal amount of its Existing Convertible Notes (the “Repurchases”) with cash proceeds from the Registered Offering (as defined below) and the Private Placement (as defined below).

The New Notes and related guarantees will be issued pursuant to the terms of an indenture, by and among the Company, the subsidiary guarantors party thereto and Wilmington Savings Fund Society, FSB, as trustee and collateral agent (the “New Notes Indenture”).

Concurrently with entering into the Repurchase Agreements, the Company entered into separate, privately negotiated subscription agreements with certain investors (the “Subscription Agreements”) pursuant to which it will issue and sell for cash, in a registered direct offering, an aggregate of approximately $45.6 million of (i) shares (the “Shares”) of its common stock, par value $0.0001 per share ( “Common Stock”), and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares of its Common Stock (collectively, the “Registered Offering”).