Virgin Galactic Holdings, Inc
For the period ended Jun 30, 2026. Filed Aug 12, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 12, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-14.
0001706946-26-000068
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-12.
0001706946-26-000128
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 79 previous paragraphs and 90 current paragraphs.
50 unchanged; 26 reworded; 12 added; 3 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (12)
Current report
During May and June 2026, we completed the redemption of an aggregate of $40.5 million in principal amount of our 9.80% First Lien Notes due 2028 (the “2028 Notes”), and accrued interest thereon, by issuing 10.5 million shares of our common stock. See Note 8 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.
Current report
In June 2026, we completed an exchange of $52.5 million in principal amount of our 2.50% convertible senior notes due 2027 (the “2027 Notes”), and accrued interest thereon, by issuing 7.0 million shares of our common stock and pre-funded warrants to purchase 10.3 million shares of our common stock. See Note 8 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.
Current report
In April 2026, we opened bookings for a limited tranche of 50 spaceflight expeditions at a higher price of $750,000 per individual astronaut. As of August 12, 2026, this tranche of spaceflight reservations was oversubscribed, and we have now closed active bookings. As a result, we have added over $50 million to our expected future spaceflight revenue for these spaceflights, which brings our total to over $240 million in expected future spaceflight revenue as of August 12, 2026, which will be recognized upon completion of the related booked spaceflights.
Current report
Research and development expenses decreased from $53.4 million for the six months ended June 30, 2025 to $11.1 million for the six months ended June 30, 2026. The decrease is attributable to the completion of the development phase of our next-generation spaceflight vehicles, which resulted in a $30.3 million decrease in materials, sub-contractor and contract labor costs and a $10.9 million decrease in cash compensation and other employee benefit costs.
Current report
Selling, general and administrative expenses decreased from $31.9 million for the three months ended June 30, 2025 to $28.6 million for the three months ended June 30, 2026. The decrease was primarily driven by a $2.9 million expense recorded in 2025 associated with the settlement of the Lavin Action.
Current report
Gain on Extinguishment of Debt
Current report
Gain on extinguishment of debt of $8.6 million for the three and six months ended June 30, 2026 relates to the partial redemption of our 2028 Notes and partial exchange of our 2027 Notes. See Note 8 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.
Current report
2026 Debt Redemptions and Exchange Transactions
Current report
During the three months ended June 30, 2026, we took proactive steps to improve our liquidity and enhance our financial flexibility. We undertook the transactions described below as part of our broader capital management and cash management strategies. Management believes market conditions provided an opportunity to execute these transactions to reduce our indebtedness, as well as reduce our ongoing cash interest obligations.
Current report
During May and June 2026, we completed the redemption of an aggregate of $40.5 million in principal amount of our 2028 Notes, and accrued interest thereon, which reduced the outstanding balance of our 2028 Notes to $172.0 million. By completing these redemptions in advance of the mandatory redemption dates by issuing 10.5 million shares of our common stock to holders of the 2028 Notes, we now have no mandatory principal payments due on these notes until March 2028.
Current report
In June 2026, we completed an exchange of $52.5 million in principal amount of our 2027 Notes, and accrued interest thereon, and reduced the outstanding balance of our 2027 Notes by 75%, from $70.4 million to $17.9 million. The remaining outstanding balance of our 2027 Notes is due upon their maturity in February 2027. The exchange was comprised of (i) 7.0 million shares of our common stock, and (ii) pre-funded warrants to purchase 10.3 million shares of our common stock. The pre-funded warrants are exercisable at any time on or after June 29, 2026 at an exercise price of $0.0001 per share.
Current report
•Commencing commercial service in February 2027.
Removed paragraphs (3)
Previous report
During April 2026, we sold 18.1 million shares of common stock under the 2024 ATM Program and generated $51.6 million in gross proceeds, before deducting $1.4 million in commissions and other expenses.
Previous report
•Commencing commercial service in the fourth quarter of 2026, as currently planned.
Previous report
On April 30, 2026, we issued a notice of redemption to redeem up to $10 million of the 2028 Notes, plus accrued and unpaid interest thereon, on May 18, 2026. Pursuant to the indenture governing the 2028 Notes (as amended by the supplemental indenture), the redemption price will be paid by issuing shares of our common stock to the holders of the 2028 Notes. The amount of 2028 Notes redeemed and the number of shares issued will be determined based on the volume-weighted average price of our common stock over the ten-day observation period, as specified in the indenture. In the event the volume-weighted average price of our common stock on any day during the ten-day observation period is less than the floor price as set forth in the indenture, we have elected to not redeem the related amount of 2028 Notes.
Reworded paragraphs (26)
Previous wording
We are an aerospace and space travel company offering access to space for private individuals, researchers and government agencies. Our missions include flying passengers to space, as well as flying scientific payloads and researchers to space in order to conduct experiments for scientific and educational purposes. Our operations include the design and development, manufacturing, ground and flight testing, spaceflight operation and post-flight maintenance of our spaceflight system. Our spaceflight system was developed using our proprietary technology and processes and is focused on providing space travel experiences for private astronauts, researcher flights and professional astronaut training. We have also leveraged our knowledge and expertise in manufacturing spaceships to occasionally perform engineering services for third parties. To expand capacity, we are currently developing our next-generation spaceflight vehicles. These spaceflight vehicles, which include our next-generation spaceships and launch vehicles, are expected to dramatically increase our annual flight rate. Following the completion of the non-recurring engineering work on our next-generation spaceships, we have redeployed engineering resources to the next phase of design for our next-generation launch vehicle. In addition, we are exploring the opportunity to use a derivative model of our launch vehicle as a High-Altitude, Long-Endurance (“HALE”) aircraft, which we believe could be utilized for several types of government and research purposes.
Current wording
We are an aerospace and space travel company offering access to space for private individuals, researchers and government agencies. Our missions include flying passengers to space, as well as flying scientific payloads and researchers to space in order to conduct experiments for scientific and educational purposes. Our operations include the design and development, manufacturing, ground and flight testing, spaceflight operation and post-flight maintenance of our spaceflight system. Our spaceflight system was developed using our proprietary technology and processes and is focused on providing space travel experiences for private astronauts, researcher flights and professional astronaut training. To expand capacity, we are currently developing our next-generation spaceflight vehicles. These spaceflight vehicles, which include our next-generation spaceships and launch vehicles, are expected to dramatically increase our annual flight rate. In addition, we are exploring the opportunity to use a derivative model of our launch vehicle as a High-Altitude, Long-Endurance (“HALE”) aircraft, which we believe could be utilized for several types of government and research purposes.
Previous wording
We are continuing the production of our next-generation spaceships and are progressing through our build milestones. We currently expect our flight test program to commence in the third quarter of 2026 in advance of restarting commercial service, which is expected to begin in the fourth quarter of 2026 with a research flight. We currently expect private astronaut spaceflights to commence six to eight weeks after our first commercial spaceflight.
Current wording
We are continuing the production of our next-generation spaceships and are progressing through our build milestones. We currently expect our flight test program to commence in October 2026 in advance of restarting commercial service, which is expected to begin in February 2027.
Previous wording
On April 23, 2026, the parties executed a stipulation of settlement to resolve the derivative matters captioned In re Virgin Galactic Holdings, Inc. Derivative Litigation (“Consolidated Derivative Action”) and St. Jean v. Branson et al. (“St. Jean Action”) that are pending against the Company. The settlement, if approved, will resolve all claims pending in the Consolidated Derivative Action and the St. Jean Action, and will also release all claims that were or could have been asserted on behalf of the Company, derivatively, by plaintiffs or any of the Company’s stockholders that are related to or based upon any of the allegations in the Consolidated Derivative Action and the St. Jean Action. If the settlement is approved by the court, it will result in the adoption of certain corporate reforms and a monetary payment of $2.75 million by the Company’s insurers to the Company, half of which the Company will retain. See Note 14 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.
Current wording
On April 23, 2026, the parties executed a stipulation of settlement to resolve the derivative matters captioned In re Virgin Galactic Holdings, Inc. Derivative Litigation (“Consolidated Derivative Action”) and St. Jean v. Branson et al. (“St. Jean Action”) that are pending against the Company. The settlement, if approved, will resolve all claims pending in the Consolidated Derivative Action and the St. Jean Action, and will also release all claims that were or could have been asserted on behalf of the Company, derivatively, by plaintiffs or any of the Company’s stockholders that are related to or based upon any of the allegations in the Consolidated Derivative Action and the St. Jean Action. If the settlement is approved by the court, it will result in the adoption of certain corporate reforms and a monetary payment of $2.75 million by the Company’s insurers to the Company, half of which the Company will retain. On May 19, 2026, the Court entered an order granting preliminary approval of the settlement. On June 30, 2026, plaintiffs filed a motion seeking final approval of the parties’ settlement. The proposed settlement remains subject to final approval by the Court. See Note 14 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.
Previous wording
As of March 31, 2026, we have reservations for spaceflights for approximately 650 future astronauts, which represent approximately$186 million in expected future spaceflight revenue upon completion of the spaceflights. We have recently opened ticket sales for a limited tranche of 50 spaceflight reservations at a higher price of $750,000 per seat.
Current wording
As of June 30, 2026, we have reservations for spaceflights for approximately 675 future astronauts, which represent approximately$203 million in expected future spaceflight revenue upon completion of the spaceflights.
Previous wording
For the Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025
Current wording
For the Three and Six Months Ended June 30, 2026 Compared to the Three and Six Months Ended June 30, 2025
Previous wording
Revenue for the three months ended March 31, 2026 and 2025 was primarily attributable to access fees related to our astronaut community.
Current wording
Revenue for the three and six months ended June 30, 2026 and 2025 was primarily attributable to access fees related to our astronaut community.
Previous wording
Spaceline operations expense increased from $20.8 million for the three months ended March 31, 2025 to $29.6 million for the three months ended March 31, 2026. The increase is attributable to the completion of the development phase of our next-generation spaceflight vehicles and moving primarily into manufacturing and testing operations, which resulted in a $6.9 million increase in cash compensation and other employee benefit costs and a $1.7 million increase in materials, sub-contractor and contract labor costs.
Current wording
Spaceline operations expense increased from $14.2 million for the three months ended June 30, 2025 to $28.2 million for the three months ended June 30, 2026. The increase is attributable to the completion of the development phase of our next-generation spaceflight vehicles and moving primarily into manufacturing and testing operations, which resulted in a $10.1 million increase in cash compensation and other employee benefit costs and a $3.4 million increase in materials, sub-contractor and contract labor costs.
Previous wording
Research and development expenses decreased from $33.3 million for the three months ended March 31, 2025 to $6.7 million for the three months ended March 31, 2026. The decrease is attributable to the completion of the development phase of our next-generation spaceflight vehicles, which resulted in a $23.3 million decrease in materials, sub-contractor and contract labor costs and a $2.8 million decrease in cash compensation and other employee benefit costs.
Current wording
Research and development expenses decreased from $20.1 million for the three months ended June 30, 2025 to $4.3 million for the three months ended June 30, 2026. The decrease is attributable to the completion of the development phase of our next-generation spaceflight vehicles, which resulted in a $8.1 million decrease in cash compensation and other employee benefit costs and a $7.0 million decrease in materials, sub-contractor and contract labor costs.
Previous wording
Selling, general and administrative expenses decreased from $30.6 million for the three months ended March 31, 2025 to $25.6 million for the three months ended March 31, 2026. The decrease was primarily driven by a $3.3 million decrease in cash compensation and other employee benefit costs and a $1.4 million decrease in professional fees.
Current wording
Selling, general and administrative expenses decreased from $62.4 million for the six months ended June 30, 2025 to $54.1 million for the six months ended June 30, 2026. The decrease was primarily driven by a $3.5 million decrease in cash compensation and other employee benefit costs, a $2.9 million expense recorded in 2025 associated with the settlement of the Lavin Action, and a $1.6 million decrease in professional fees and other corporate costs.
Previous wording
Depreciation and amortization expense decreased from $4.2 million for the three months ended March 31, 2025 to $3.9 million for the three months ended March 31, 2026. The decrease was primarily due to older assets becoming fully depreciated.
Current wording
Depreciation and amortization expense decreased from $4.2 million for the three months ended June 30, 2025 to $4.0 million for the three months ended June 30, 2026. Depreciation and amortization expense decreased from $8.4 million for the six months ended June 30, 2025 to $7.9 million for the six months ended June 30, 2026. The decreases were primarily due to older assets becoming fully depreciated.
Previous wording
Interest income decreased from $7.2 million for the three months ended March 31, 2025 to $2.7 million for the three months ended March 31, 2026. This decrease was primarily driven by decreased average balances of marketable securities and deposits in interest-bearing accounts.
Current wording
Interest income decreased from $5.8 million for the three months ended June 30, 2025 to $2.4 million for the three months ended June 30, 2026. Interest income decreased from $13.0 million for the six months ended June 30, 2025 to $5.1 million for the six months ended June 30, 2026. These decreases were primarily driven by decreased average balances of marketable securities and deposits in interest-bearing accounts.
Previous wording
Interest expense was $1.8 million and $3.2 million for the three months ended March 31, 2026 and 2025, respectively. Interest expense primarily consists of interest expense and amortization of debt issuance costs related to our 2.50% convertible senior notes due 2027 (“2027 Notes”) and 9.80% First Lien Notes due 2028 (“2028 Notes”).
Current wording
Interest expense was $2.0 million and $3.2 million for the three months ended June 30, 2026 and 2025, respectively. Interest expense was $3.8 million and $6.5 million for the six months ended June 30, 2026 and 2025, respectively. Interest expense primarily consists of interest expense and amortization of debt issuance costs related to our 2027 Notes and 2028 Notes.
Previous wording
Income tax expense was immaterial for the three months ended March 31, 2026 and 2025. We have accumulated net operating losses at the U.S. federal and state levels. We maintain a full valuation allowance against our net U.S. federal and state deferred tax assets. The income tax expense is primarily related to corporate income taxes for our operations in the United Kingdom, which operates on a cost-plus arrangement.
Current wording
Income tax expense was immaterial for the three and six months ended June 30, 2026 and 2025. We have accumulated net operating losses at the U.S. federal and state levels. We maintain a full valuation allowance against our net U.S. federal and state deferred tax assets. The income tax expense is primarily related to corporate income taxes for our operations in the United Kingdom, which operates on a cost-plus arrangement.
Previous wording
As of March 31, 2026, we had cash, cash equivalents and restricted cash of $155.5 million and marketable securities of $95.1 million. Our principal sources of liquidity have come from sales of our common stock and offering of our 2027 Notes.
Current wording
As of June 30, 2026, we had cash, cash equivalents and restricted cash of $218.4 million and marketable securities of $67.7 million. Our principal sources of liquidity have come from sales of our common stock and offering of our 2027 Notes.
Previous wording
Net cash used in operating activities was $53.5 million for the three months ended March 31, 2026, and consisted primarily of $64.7 million of net losses, adjusted for non-cash items, which primarily included stock-based compensation expense of $4.1 million and depreciation and amortization expense of $3.9 million, partially offset by $3.1 million of net changes in operating assets and liabilities.
Current wording
Net cash used in operating activities was $103.7 million for the six months ended June 30, 2026, and consisted primarily of $120.6 million of net losses, adjusted for non-cash items, which primarily included stock-based compensation expense of $10.9 million and depreciation and amortization expense of $7.9 million, partially offset by an $8.6 million gain on extinguishment of debt and $6.6 million of net changes in operating assets and liabilities.
Previous wording
Net cash used in operating activities was $75.9 million for the three months ended March 31, 2025, and consisted primarily of $84.5 million of net losses, adjusted for non-cash items, which primarily included stock-based compensation expense of $4.8 million and depreciation and amortization expense of $4.2 million, partially offset by $2.2 million of accretion of marketable securities purchased at a discount and $1.2 million of net changes in operating assets and liabilities.
Current wording
Net cash used in operating activities was $131.4 million for the six months ended June 30, 2025, and consisted primarily of $151.8 million of net losses, adjusted for non-cash items, which primarily included stock-based compensation expense of $9.6 million and depreciation and amortization expense of $8.4 million, partially offset by $4.0 million of accretion of marketable securities purchased at a discount and $5.3 million of net changes in operating assets and liabilities.
Previous wording
Net cash provided by investing activities was $27.8 million for the three months ended March 31, 2026, and consisted primarily of $101.1 million in proceeds from maturities and calls of marketable securities, partially offset by $39.8 million in capital expenditures and $33.5 million in purchases of marketable securities.
Current wording
Net cash provided by investing activities was $15.0 million for the six months ended June 30, 2026, and consisted primarily of $163.5 million in proceeds from maturities and calls of marketable securities, partially offset by $80.4 million in capital expenditures and $68.1 million in purchases of marketable securities.
Previous wording
Net cash provided by investing activities was $7.5 million for the three months ended March 31, 2025, and consisted primarily of $158.1 million in proceeds from maturities and calls of marketable securities, partially offset by $104.6 million in purchases of marketable securities and $46.0 million in capital expenditures.
Current wording
Net cash provided by investing activities was $30.6 million for the six months ended June 30, 2025, and consisted primarily of $356.0 million in proceeds from maturities and calls of marketable securities, partially offset by $220.9 million in purchases of marketable securities and $104.4 million in capital expenditures.
Previous wording
Net cash provided by financing activities was $5.5 million for the three months ended March 31, 2026, and consisted primarily of $10.7 million in net cash proceeds from the sale and issuance of common stock pursuant to our at-the-market offering program, partially offset by $5.0 million of payments of long-term debt.
Current wording
Net cash provided by financing activities was $131.4 million for the six months ended June 30, 2026, and consisted primarily of $141.3 million in net cash proceeds from the sale and issuance of common stock pursuant to our at-the-market offering program, partially offset by $8.2 million of payments of long-term debt.
Previous wording
Net cash provided by financing activities was $29.7 million for the three months ended March 31, 2025, and consisted primarily of net cash proceeds from the sale and issuance of common stock pursuant to our at-the-market offering program.
Current wording
Net cash provided by financing activities was $83.6 million for the six months ended June 30, 2025, and consisted primarily of net cash proceeds from the sale and issuance of common stock pursuant to our at-the-market offering program.
Previous wording
During the three months ended March 31, 2026, we sold 4.0 million shares of common stock under the 2024 ATM Program and generated $11.0 million in gross proceeds, before deducting $0.3 million in commissions and other expenses.
Current wording
During the six months ended June 30, 2026, we sold 45.0 million shares of common stock under the 2024 ATM Program and generated $145.0 million in gross proceeds, before deducting $3.7 million in commissions and other expenses.
Previous wording
As of March 31, 2026, we had sold a total of 41.6 million shares of common stock under the 2024 ATM Program, generating $161.7 million in gross proceeds since its inception, before deducting $4.7 million in commissions and other expenses.
Current wording
As of June 30, 2026, we had sold a total of 82.6 million shares of common stock under the 2024 ATM Program, generating $295.8 million in gross proceeds since its inception, before deducting $8.1 million in commissions and other expenses.
Previous wording
Concurrently with the Registered Offering, we issued and sold for cash, in a private placement, (i) $212.5 million aggregate principal amount of our 2028 Notes and (ii) warrants to purchase 31.7 million shares of our common stock (the “Purchase Warrants”), with an exercise price equal to $6.696 per share. The Purchase Warrants are exercisable at any time on or after June 18, 2026 until December 18, 2030. The Purchase Warrants are exercisable only for cash and are subject to appropriate adjustment in the event of cash or share dividends, share splits, share repurchases, reorganizations or similar events affecting our common stock.
Current wording
Concurrently with the Registered Offering, we issued and sold for cash, in a private placement, (i) $212.5 million aggregate principal amount of our 2028 Notes and (ii) warrants to purchase 31.7 million shares of our common stock (the “Purchase Warrants”), with an exercise price equal to $6.696 per share. The Purchase Warrants are exercisable at any time on or after June
Previous wording
For at least the next twelve months, we expect our principal demand for funds will be for our ongoing operating activities described below and the repayment of (i) $30.4 million of contractual principal payments related to our 2028 Notes and (ii) $70.4 million of contractual principal payments related to our 2027 Notes. Beyond the next twelve months, our principal demand for funds will be to sustain our operations, operate our spaceline at Spaceport America in New Mexico, expand our fleet of spaceships, launch vehicles and supporting facilities, and repay outstanding debt.
Current wording
For at least the next twelve months, we expect our principal demand for funds will be for our ongoing operating activities described below and the repayment of $17.9 million of principal payments due upon the maturity of our 2027 Notes. Beyond the next twelve months, our principal demand for funds will be to sustain our operations, operate our spaceline at Spaceport America in New Mexico, expand our fleet of spaceships, launch vehicles and supporting facilities, and repay outstanding debt.
Previous wording
We are currently in the pre-commercial service phase and accordingly have no spaceflight revenue. We expect to generate revenue from our spaceflight program once commercial service begins. We currently expect the flight test program of our next-generation spaceships to commence in the third quarter of 2026, followed by our first commercial spaceflight which is expected to occur in the fourth quarter of 2026. Before recognizing revenue for commercial spaceflights, we expect to receive cash payments in connection with spaceflights after we deliver the conditions of carriage to customers and receive customer executed informed consents.
Current wording
We are currently in the pre-commercial service phase and accordingly have no spaceflight revenue. We expect to generate revenue from our spaceflight program once commercial service begins. We currently expect the flight test program of our next-generation spaceships to commence in October 2026, followed by our first commercial spaceflight which is expected to occur in February 2027. Before recognizing revenue for commercial spaceflights, we expect to receive cash payments in connection with spaceflights after we deliver the conditions of carriage to customers and receive customer executed informed consents.
Previous wording
We have recently used significant cash for operating activities and capital expenditures primarily related to the development of our next-generation spaceships and expect to continue to incur significant operating expenses and capital expenditures to complete the production of these spaceships and place them into commercial operation. We expect our future expenditures to continue to decrease in connection with our ongoing activities in the near term, particularly since we have completed investments in tooling to produce our spaceships and expect to complete the assembly of our initial next-generation spaceship ahead of its flight test program, which is expected to commence in the third quarter of 2026. As we move into commercial operations with our first commercial spaceflight expected in the fourth quarter of 2026, we expect increases in cash receipts and expenditures as we ramp and operate our spaceline commercial business.
Current wording
We have recently used significant cash for operating activities and capital expenditures primarily related to the development of our next-generation spaceships and expect to continue to incur significant operating expenses and capital expenditures to complete the production of these spaceships and place them into commercial operation. We expect our future expenditures to continue to decrease in connection with our ongoing activities in the near term, particularly since we have completed investments in tooling to produce our spaceships.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Spaceline operations expense increased from $35.0 million for the six months ended June 30, 2025 to $57.8 million for the six months ended June 30, 2026. The increase is attributable to the completion of the development phase of our next-generation spaceflight vehicles and moving primarily into manufacturing and testing operations, which resulted in a $16.9 million increase in cash compensation and other employee benefit costs and a $5.0 million increase in materials, sub-contractor and contract labor costs.
Current report — wording carried from elsewhere
18, 2026 until December 18, 2030. The Purchase Warrants are exercisable only for cash and are subject to appropriate adjustment in the event of cash or share dividends, share splits, share repurchases, reorganizations or similar events affecting our common stock.