SPCE Virgin Galactic Holdings, Inc - 8-K

Item 7.01

Regulation FD Disclosure.

On May 28, 2026, Virgin Galactic Holdings, Inc. (the “Company”) issued a press release announcing the preliminary approval of a proposed settlement of certain stockholder derivative actions, as discussed in additional detail in Item 8.01 below. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

The information furnished in Item 7.01 of this Current Report (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01

Other Events.

On May 19, 2026, the U.S. District Court for the Eastern District of New York (the “District Court”) issued an order granting preliminary approval of the proposed settlement of the consolidated derivative lawsuit captioned In re Virgin Galactic Holdings, Inc. Derivative Litigation , Case No. 1:22-cv-00933 (E.D.N.Y.) and the derivative lawsuit captioned St. Jean v. Branson et al. , Case No. 1:22-cv-7551 (E.D.N.Y.). A final settlement hearing to consider the proposed settlement is currently scheduled for July 28, 2026 before the District Court.

As required by the District Court’s order, a copy of the Notice of Pendency and Proposed Settlement of Stockholder Derivative Actions and Stipulation and Agreement of Settlement (and exhibits thereto) are attached hereto as Exhibit 99.2 and Exhibit 99.3, respectively.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

99.1

Press Release, dated May 28, 2026

99.2

N otice of P endency and Propos ed Settlement of Stockholders D erivative Actions

99.3

Stipulation and Agreement of Settlement

104

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