维珍银河美股招股说明书(2026-01-09版)

Virgin Galactic Holdings, Inc. Up to $45,588,728.57 of Common Stock On November 6, 2024, Virgin Galactic Holdings, Inc. (the “Company” or “we”) initially filed a prospectus supplement that provided for the offering andsale by us of up to $300,000,000 of our common stock (the “Existing 2024 ATM Program”). This prospectus supplement was filed pursuant to an Open MarketSale AgreementSM(the “Sales Agreement”) with Jefferies LLC (the “Agent”). On December 9, 2025, we filed a prospectus supplement to reduce the maximum amount of securities we may offer under the Existing 2024 ATMProgram by $45,588,728.57. This was done to facilitate our registered direct offering of securities in connection with our convertible senior note refinancingtransactions that had been previously announced on December 9, 2025, and which closed on December 18, 2025. This prospectus restores the maximum amount of securities we may offer under the Existing 2024 ATM Program by the same amount ($45,588,728.57 ofshares of common stock). Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “SPCE.” On January 8, 2026, the last reported sale price ofour common stock was $3.15 per share. Sales of our common stock, if any, under this prospectus will be made in sales deemed to be “at the market offerings” as defined in Rule 415 promulgatedunder the Securities Act of 1933, as amended, or the Securities Act. The Agent is not required to sell any specific amount of securities, but will act as our salesagent using commercially reasonable efforts consistent with its normal trading and sales practices. There is no arrangement for funds to be received in anyescrow, trust or similar arrangement. The Agent will be entitled to compensation at a commission rate of up to 3.0% of the gross sales price pershare sold under the Sales Agreement. See“Plan of Distribution” beginning on page12 for additional information regarding the compensation to be paid to the Agent. In connection with the sale of sharesof our common stock on our behalf, the Agent will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of theAgent will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the Agent with respectto certain liabilities, including liabilities under the Securities Act. Investing in our common stock involves risks. You should read carefully and consider the risks referenced under “Risk Factors” beginning onpage5 of this prospectus, as well as the other information incorporated herein by reference, 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 securities or passedupon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Jefferies The date of this prospectus is January9, 2026 Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCK PLAN OF DISTRIBUTION Table of Contents ABOUT THIS PROSPECTUS This prospectus relates to the offering of shares of our common stock having an aggregate offering price of up to $45,588,728.57 from time totime pursuant to an Open Market Sale AgreementSM(the “Sales Agreement”) with Jefferies LLC (the “Agent”). Before buying any of the shares ofcommon stock that we are offering, we urge you to carefully read this prospectus, together with the information incorporated by reference as describedunder the headings “Where You Can Find More Information; Incorporation by Reference” in this prospectus and any prospectus supplement or freewriting prospectus that we have authorized for use in connection with this offering. These documents contain important information that you shouldconsider when making your investment decision. This prospectus describes the terms of this offering of shares of common stock and also adds to and updates information contained in thedocuments incorporated by reference into this prospectus. To the extent there is a conflict between the information contained in this prospectus, on theone hand, and the information contained in any document incorporated by reference into this prospectus that was filed with the Securities and ExchangeCommission (the “SEC”) before the date of this prospectus, on the other hand, you should rely on the information in this prospectus. If any statement inone of these documents is inconsistent with a statement in another document having a later date, the statement in the document having the later datemodifies or supersedes the earlier statement. We have not, and the Agent has not, authorized any other person to provide you with information that is in addition to or different from thatcontained or incorporated by reference in this prosp