Escrow conditions set to lift for Virgin Australia backers

By Andrew Curran.

Virgin Australia Holdings Limited, the publicly listed entity behind Virgin Australia, is expecting to release a swathe of escrowed shares next month. Among the parties able to sell those shares, which represent over 12.1% of the company’s issued stock, is the airline’s majority shareholder, Bain Capital.

In a February 17, 2026, Australian Stock Exchange (ASX) filing, Virgin Australia says it anticipates lifting escrow conditions in early March, shortly after the financial results for the final half of 2025 are made public on February 27.

Virgin Australia returned to the ASX in mid-2025, resulting in owner Bain Capital diluting its shareholding to around 40%. Other shareholders holding onto stock during the re-listing period included Qatar Airways and airline employees, including many well-renumerated senior management figures with sizeable personal holdings.

Under an agreement, many existing shareholders with vested interests in Virgin Australia had their shares put into escrow. This was primarily to prevent profiteering from the immediate re-listing share price spike and to focus attention on the longer term performance of Virgin Australia.

Another potential payday for Bain Capital

Conditions agreed to by Bain Capital’s local holding company, B.C. Hart, including it not selling any shares until the release of the results for the second half of calendar 2026 and then only if the volume weighted average price of Virgin Australia shares over ten consecutive trading days following the release of the financial results exceeded the IPO offer price of AUD2.90 (USD2.05) by 20%.

Virgin Australia Holdings Limited shares have traded as high as AUD3.80 since the re-listing and were at AUD3.29 (USD2.33) when the ASX closed on February 17.

All going well, Virgin Australia plans to release 78,152, 828 shares belong to Bain Capital shortly after the stock market closes on March 16, “assuming the volume weighted average price condition is satisfied at the earliest time.”

Virgin Australia is tipped to present a robust set of numbers when it releases its half yearly results later this month.

Bain’s 78,152, 828 shares represent 9,994% of Virgin Australia’s total issued shares, but that's only a portion of the company’s shareholding in the airline. Bain’s remaining shares in Virgin Australia will be released from escrow after the full year financial results come out in August.

Bain has already tripled its initial investment in Virgin Australia after rescuing it from insolvency and potential liquidation in 2020. The domestic-focused airline is now performing strongly and Bain has said it wants to stick around and enjoy the profits. However, if the private equity firm did decide to sell the full share parcel due to be released next month, its stake in Virgin Australia would drop to around 30%.

Virgin Australia executives also set to benefit

Meanwhile, one-third of the shares held by current and former members of Virgin Australia’s management team will be released from escrow on March 2. Formerly known as Escrowed ELT (executive leadership team) Legacy Plan Holders, high-profile Virgin Australia executives such as former CEO Jayne Hrdlicka and outgoing Velocity boss, Nick Rohrlach, will be able to sell a combined 14,780,061 shares, representing 1.89% of the airline’s total issued share capital.

A smaller subset of Virgin Australia senior management known as Escrowed GLT Legacy Plan Holders (GLT referring to the group leadership team) will have another 1,964,200 shares (or 0.25% of Virgin Australia’s issued shares) released. Escrow conditions on these shares, which represent one-third of the Escrowed GLT Legacy shares on issue, will lift on March 2.

Local brokers are tipping a profit for the six months to December 31, 2025, of slightly over AUD250 million (USD177 million) for Virgin Australia. The opinion is mixed on whether everyday investors will receive a dividend, although the Virgin Australia chairman has recently said the focus is conserving capital and strengthening the balance sheet.

You can read Virgin Australia’s stock market filing here.

Photo: Virgin Australia

Contact the writer: andrew@aerosouthpacific.com