维珍银河美股招股说明书(2025-12-09版)

Virgin Galactic Holdings, Inc. $45,588,728.57 of Common Stock and Pre-Funded Warrants to Purchase Shares of Common StockShares of Common Stock Underlying the Pre-Funded Warrants We are offering in a registered direct offering, through this prospectus supplement and the accompanying prospectus, (i)shares (the “Shares”) ofour common stock, $0.0001 par value per share (the “Common Stock”) and (ii)Pre-Funded Warrants to purchase shares of our Common Stock (the“Pre-Funded Warrants”), having an aggregate offering price of $45,588,728.57. We are also offering pursuant to this prospectus supplement and theaccompanying prospectus the Shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants (the “Pre-Funded Warrant Shares”). We have entered into subscription agreements (the “Subscription Agreements”), dated December9, 2025, with certain institutional investors (eachan “Investor” and collectively, the “Investors”), relating to the issuance of the Shares and the Pre-Funded Warrants. Under the Subscription Agreements,the investors have agreed to purchase, and we have agreed to sell, for cash, (A)an aggregate dollar amount of shares of Common Stock at a purchaseprice per share equal to the greater of (i)a “VWAP Price”, which is the lesser of (x)the average of the daily volume-weighted average prices of ourCommon Stock over the seven consecutive trading day period beginning on, and including, the first full trading day following execution of theSubscription Agreements (the “Observation Period”) and (y)a price per share equal to 150% of the Minimum Price (as defined below) and (ii)a“Minimum Price,” which is the lesser of (x)the official closing price of our Common Stock on the New York Stock Exchange (“NYSE”) on the tradingday immediately preceding execution of the Subscription Agreements and (y)the average official closing price for the five trading days immediatelypreceding the execution of the Subscription Agreements and (B)an aggregate dollar amount of Pre-Funded Warrants at the price at which Shares arebeing sold in this registered direct offering minus $0.0001 per Pre-Funded Warrant and the exercise price of each Pre-Funded Warrant is equal to$0.0001 per share. This offering forms part of a broader set of transactions contemplated by the Subscription Agreements, as more fully described in this prospectussupplement under “The Transactions.” Our Common Stock is listed on the NYSE under the symbol “SPCE”. On December8, 2025, the last reported sale price of our Common Stockwas $4.55 per share. There is no established public trading market for the Pre-Funded Warrants and we do not expect a market to develop. Without anactive trading market, the liquidity of the Pre-Funded Warrants will be limited. In addition, we do not intend to list the Pre-Funded Warrants on NYSE,any other national securities exchange, or any other trading system. Investing in our securities, including the Common Stock and Pre-Funded Warrants, involves risks. You shouldread carefully and consider the risks referenced under “RiskFactors” beginning on pageS-4 of this prospectussupplement, as well as the other information contained in or incorporated by reference in this prospectus supplementand the accompanying prospectus before making a decision to invest in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securitiesorpassed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is acriminal offense. Delivery of the Shares and Pre-Funded Warrants being offered pursuant to this prospectus supplement and the accompanying prospectus isexpected to be made on or about December18, 2025, subject to the satisfaction of certain closing conditions. Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTSPECIAL NOTEREGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSTHE TRANSACTIONSUSE OF PROCEEDSDESCRIPTION OF PRE-FUNDED WARRANTSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus form part of a registration statement on Form S-3 that we filed with the SECusing a “shelf” registration process. This document contains two parts. The first part is this prospectus supplement, which describes the specific terms ofthis offering of our Shares and Pre-Funded Warrants. The second part is the accompanying base prospectus, which gives more general information, someof which may not apply to this offering of our Shares and Pre-Funded Warrants. Generally, when we refer only to the “prospectus,” we are referring toboth parts combined. If the information about this offering of our Shares and Pre-Funded Warrants varies between this prospectus supplement and