VG · Venture Global

45 filings

VG SEC Filings

Venture Global - 45 total filings

Filing record · 2025–202610-K210-Q58-K38

Showing 1–45 of 45 filings

Venture Global 8-K Report, Material Agreement (Oct 15, 2026)

Venture Global, Inc. (NYSE: VG) reported in a Form 8-K filed October 15, 2026 that its subsidiary Venture Global LNG, Inc. entered into two frame agreements on October 9, 2026: a Power Frame Agreement with GE Vernova Operations LLC and Baker Hughes Energy Services LLC for power generation equipment for up to 16 power islands with scheduled deliveries through 2034, and a Grid Frame Agreement with GE Grid Solutions, LLC for power transformer and gas insulated switchgear equipment supporting up to 21 power island projects, also with deliveries through 2034. Neither frame agreement creates binding purchase obligations beyond reservation fees and capacity reservations; the company expects to place its first power island purchase order by the end of 2026. If the company elects to proceed with all purchase orders under both agreements, the aggregate amount payable, including reservation fees, would be approximately $17.2 billion, subject to adjustment. The equipment is intended for LNG export projects, bolt-on expansions, or LNG-adjacent data center development that the company says it intends to pursue. The accompanying press release (Exhibit 99.1) describes the expansion as a staged, market-driven build-out of behind-the-meter Island-Mode power, with up to 10 GW of compute capacity potentially available by the end of 2034, subject to customer commitments and market demand. The company currently operates about 4.5 gigawatts of modular, gas-fired generation across six power islands ordered, in construction, or operating, and says the LNG business and existing contractual commitments are unaffected. Investors should note that the agreements are framework arrangements with optionality rather than committed capital outlays, and that the data center and AI utility plans depend on future customer commitments, permitting, and commercial arrangements. Reservation capacity under the Grid Frame Agreement expires on a schedule ending in mid-December 2026 if definitive reservation agreements are not signed, while Power Frame Agreement reservation rights expire in stages from October 2027 to October 2029. Copies of the agreements are to be filed with the Form 10-Q for the quarter ended September 30, 2026.

Oct 15, 2026 8-K

Venture Global 8-K Report, Regulation FD Disclosure (Oct 8, 2026)

Venture Global, Inc. (VG) disclosed in an 8-K filed October 8, 2026 (Item 7.01, furnished rather than filed) that the ICC International Court of Arbitration informed Venture Global Calcasieu Pass, LLC (VGCP) on October 7, 2026 that a partial final award had been issued in the arbitration with Galp Trading S.A. (Galp) over LNG sales from the Calcasieu Project under their long-term sales and purchase agreement (SPA). The majority of the arbitration tribunal found that VGCP breached its obligation to declare commercial operation date (COD) of the Calcasieu Project in a timely manner. One of the three arbitrators dissented on that finding. Remedies have not yet been determined. A separate damages hearing has not been scheduled but is anticipated in 2027 or 2028, and a final award is expected to follow. The filing states that the final award will be subject to the $170 million seller aggregate liability cap in the SPA. The company says it is disappointed with the decision, believes it contradicts prior arbitration findings involving Shell and Repsol, is evaluating all available options, and will continue to vigorously defend its position. The company also states the award does not change the SPA's terms as currently performed, citing twenty cargoes delivered to Galp since the Calcasieu Project's commercial operation date on April 15, 2025.

Oct 8, 2026 8-K

Venture Global 8-K Report, Financial Results (Oct 7, 2026)

Venture Global, Inc. filed this Form 8-K under Item 2.02 (Results of Operations and Financial Condition) on October 7, 2026 to disclose preliminary operating metrics for the quarter ended September 30, 2026. For the quarter, the company sold and recognized in revenue 465.8 TBtu of LNG at an implied weighted average fixed liquefaction fee of $6.79 per MMBtu, and exported 124 cargos from its LNG facilities. By facility, Calcasieu Pass recognized 137.7 TBtu of LNG from 37 cargos, and Plaquemines recognized 328.1 TBtu from 87 cargos. The filing also states that five delivered-ex-ship (DES) cargos, totaling 20.4 TBtu, were exported during the quarter but will be recognized as revenue in the following quarter, reflecting the timing of revenue recognition for delivered cargos. The company notes that these volume and fee measures are only a few indicators of operating performance and should not be relied on as sole indicators of quarterly financial results. The implied fee excludes the impact of gas supply basis. Net income, cash flow and other full quarterly results were not part of this filing and will be announced with the company's third-quarter earnings report. The filing states that this information is furnished, not filed, under Section 18 of the Exchange Act.

Oct 7, 2026 8-K

Venture Global 8-K Report, Material Agreement (Sep 2, 2026)

Venture Global, Inc. (VG) disclosed in a Form 8-K filed September 2, 2026 that its wholly-owned subsidiary, Venture Global LNG, Inc. ("VGLNG"), entered into a 364-day senior secured revolving credit agreement with Bank of America, N.A. as administrative agent and a group of lenders. The facility allows VGLNG to borrow up to $3.0 billion, matures on September 1, 2027, and may be used for general corporate purposes of VGLNG and its subsidiaries. The facility is secured by a first-priority perfected security interest in substantially all existing and future assets of VGLNG and any future guarantors, subject to certain exceptions. No guarantors existed as of the signing date, though certain subsidiaries will be required to guarantee the facility if they incur or guarantee specified amounts of indebtedness in the future. The agreement includes restrictive and maintenance covenants limiting restricted payments, additional indebtedness, liens, mergers and asset sales, investments, and affiliate transactions, along with customary events of default. Borrowings bear interest at SOFR or base rate plus an applicable margin of 2.50% per annum for SOFR-based loans and 1.50% per annum for base rate loans, subject to reductions of up to 1.00% per annum based on achieving certain ratings requirements. VGLNG may prepay without premium or penalty. The accompanying press release (Exhibit 99.1) states that proceeds are expected to fund certain project costs for the CP2 and Plaquemines bolt-on expansions before their respective final investment decisions. The filing states that a copy of the credit agreement will be filed with the Form 10-Q for the quarter ended September 30, 2026.

Sep 2, 2026 10-Q

Venture Global Quarterly Report for Q2 Ended Jun 30, 2026

Venture Global, Inc. reported a strong second quarter of 2026, with revenue of $4.58 billion for the three months ended June 30, 2026, up from $3.10 billion a year earlier, and income from operations of $2.19 billion versus $1.04 billion. Net income attributable to common stockholders rose to $1.35 billion ($0.54 basic EPS) from $368 million ($0.15). The growth was driven mainly by higher LNG sales volumes from the Plaquemines Project as commissioning progressed and production ramped up, partly offset by higher operating and maintenance expense and higher interest expense, net of $489 million. For the six months, revenue was $9.18 billion and income from operations was $3.34 billion. Cash from operating activities was $2.84 billion, while capital expenditures totaled $6.90 billion, and total cash plus available borrowing capacity stood at $21.52 billion as of June 30, 2026. Debt rose to $41.81 billion net carrying value at June 30, 2026 from $34.21 billion at December 31, 2025, as the company completed a series of refinancings and new facilities, including $8.6 billion of additional CP2 Phase 2 project financing after FID, a $1.75 billion Calcasieu Funding TLB Facility, $2.25 billion of VGLNG senior secured notes, and a $1.5 billion VG Shipping Facility. Total stockholders' equity increased to $8.57 billion, and the company redeemed the $1.6 billion CP Funding Redeemable Preferred Units. The most significant risk flagged for investors is the Calcasieu Project's post-COD SPA arbitrations. The BP partial final award found VGCP breached its obligations to declare COD timely; BP seeks damages of $3.7 billion to potentially more than $6.0 billion, with a damages hearing scheduled for May 2027. Two other customers seek damages in excess of $2.4 billion in aggregate, while the company believes liability limitations of $425 million apply. The filing states that adverse outcomes could exceed accruals and could restrict project distributions or accelerate project debt.

Aug 11, 2026 8-K

Venture Global 8-K Report, Financial Results (Aug 11, 2026)

Venture Global, Inc. (NYSE: VG) reported second quarter 2026 results in an Item 2.02 8-K furnishing a press release as Exhibit 99.1. For the three months ended June 30, 2026, revenue was $4,578 million versus $3,101 million a year earlier (up 48%), income from operations was $2,188 million (up 111%), and net income attributable to common stockholders was $1,347 million (up 266%). Consolidated Adjusted EBITDA, a non-GAAP measure, was $2,491 million (up 79%). LNG volumes exported rose to 127 cargos from 89 (up 43%), and volumes sold rose 42%. Full-year 2026 Consolidated Adjusted EBITDA guidance was raised to $8.7 billion to $9.1 billion from $8.2 billion to $8.5 billion, assuming a weighted average liquefaction fee of $12.50 to $13.50 per MMBtu for remaining unsold cargos. The company now expects 149 to 154 cargos from Calcasieu Pass and 351 to 364 cargos from Plaquemines in 2026. Contracted 2026 cargos reached 91% of available cargos at a weighted average liquefaction fee of $5.05 per MMBtu. Management reaffirmed a Plaquemines Phase 1 commercial operation date target in Q4 2026 and a CP2 first LNG target in the second half of 2027. Balance sheet growth was significant: total assets reached $61,515 million at June 30, 2026, compared with $53,446 million at December 31, 2025, and long-term debt, net, was $41,527 million compared with $33,393 million. The board declared a $0.04 per share dividend for the third quarter, payable September 30, 2026, to holders of record as of September 15, 2026. Investors should note that the guidance is non-GAAP and not reconciled to GAAP, and that the filing's forward-looking statements flag risks including commissioning-cargo sales volatility, financing needs, and arbitration proceedings.

Aug 11, 2026 8-K

Venture Global 8-K Report, Financial Results (Jul 8, 2026)

Venture Global, Inc. furnished an 8-K under Item 2.02 on July 8, 2026, announcing preliminary operating metrics for the quarter ended June 30, 2026. For the quarter, the company sold and recognized in revenue 466.4 TBtu of LNG at an implied weighted average fixed liquefaction fee of $6.45 per MMBtu, and exported 127 cargos from its LNG facilities. By facility, Calcasieu Pass recognized 137.5 TBtu from 37 cargos, and Plaquemines recognized 328.9 TBtu from 90 cargos. The filing notes that five delivered ex-ship (DES) cargos totaling 20.1 TBtu from Plaquemines were exported during the quarter but will be recognized as revenue in the following quarter, reflecting the timing of vessel transit and unloading. The company states that net income, cash flow and other full financial results will be released with its second-quarter earnings announcement. It also cautions that these volume and fee metrics are only a few measures of operating performance and should not be relied on as sole indicators of quarterly results. The filing contains no full financial statements for the quarter. Its only listed exhibit is the Cover Page Interactive Data File (Exhibit 104). Investors seeking profitability, cash flow or guidance details will need the forthcoming second-quarter earnings release. The filing also includes standard forward-looking statement cautions and states that the guidance it contains is effective only as of its date.

Jul 8, 2026 8-K

Venture Global 8-K Report, Material Agreement (Jun 26, 2026)

Venture Global, Inc. (NYSE: VG) reported in an 8-K filed June 26, 2026 that its indirect wholly-owned subsidiary, Venture Global Shipping Holdings, LLC (the "Borrower"), entered into a Credit and Guaranty Agreement dated June 26, 2026 providing for a senior secured term loan facility of up to $1.5 billion. Deutsche Bank AG and ING Capital LLC acted as coordinating lead arrangers, and ING Capital LLC serves as facility agent and security trustee. The facility matures June 26, 2032 and bears interest at Term SOFR (0% floor) plus a 2.00% margin, with quarterly interest payments and amortization on a 20-year age-adjusted profile. Proceeds are intended for general corporate purposes, including reimbursing Venture Global LNG, Inc. (the "Sponsor") for payments previously made by it or its affiliates for the acquisition of nine LNG carriers. The press release (Exhibit 99.1) adds that proceeds will also fund certain reserve accounts and pay transaction fees and expenses. Borrowing capacity is the lesser of 65% of the aggregate appraised value of the vessels and $1.5 billion, with two additional tranches available upon delivery of two more vessels expected in the second half of 2026. The facility is secured by first-priority ship mortgages on the vessels, equity pledges, a first-priority assignment of vessel earnings and requisition compensation, and assignment of the bareboat charters with Venture Global Commodities, LLC. It carries a minimum debt service coverage ratio test beginning December 31, 2026, a semi-annual collateral maintenance test beginning December 2026, and restrictive covenants on debt, liens, investments, dividends and affiliate transactions. Prepayment is permitted without premium, and mandatory prepayment applies upon termination or cancellation of any charter.

Jun 26, 2026 8-K

Venture Global 8-K Report, Material Agreement (Jun 11, 2026)

Venture Global LNG, Inc. ("VGLNG"), a wholly-owned subsidiary of Venture Global, Inc., completed a private offering on June 11, 2026 of $1.125 billion aggregate principal amount of 6.375% senior secured notes due 2034 and $1.125 billion aggregate principal amount of 6.625% senior secured notes due 2036, totaling $2.25 billion in gross proceeds. The notes were sold under Rule 144A and Regulation S and have not been registered under the Securities Act. Proceeds were used to fund the redemption of all of VGLNG's outstanding 8.125% senior secured notes due 2028, with cash on hand covering the redemption premium and related fees and expenses. The notes were issued under an indenture with The Bank of New York Mellon as trustee and collateral agent. Interest is payable semi-annually on June 15 and December 15, beginning December 15, 2026. The notes initially will not be guaranteed by VGLNG's subsidiaries, though certain subsidiaries that incur or guarantee specified debt will guarantee them in the future. The notes will be secured on a first-priority basis by the same collateral securing VGLNG's existing notes and revolving credit facility. The indenture includes restrictive covenants on restricted payments, additional debt, liens, asset sales, mergers and affiliate transactions, subject to limitations and to suspension during any period when the notes are rated investment grade. Optional redemption is available from December 15, 2029 for the 2034 notes and June 15, 2031 for the 2036 notes, with make-whole and equity-claw provisions before those dates.

Jun 11, 2026 8-K

Venture Global 8-K Report, Triggering Event (Jun 2, 2026)

Venture Global, Inc. (NYSE: VG) reported in this Form 8-K, filed June 2, 2026, that its wholly-owned subsidiary Venture Global LNG, Inc. (VGLNG) is refinancing its 8.125% senior secured notes due 2028. On May 11, 2026, VGLNG issued a conditional notice to redeem all outstanding Existing Notes on June 11, 2026, at a redemption price of 102.031% of principal plus accrued and unpaid interest. The redemption is conditioned on the closing of a new notes offering generating gross proceeds at least equal to the aggregate principal of the Existing Notes being redeemed. Under Item 2.04, the company disclosed this as a triggering event that accelerates or increases a direct financial obligation. The replacement financing is a private offering under Rule 144A and Regulation S of $2.25 billion in senior secured notes, split into $1.125 billion of 6.375% notes due 2034 and $1.125 billion of 6.625% notes due 2036, as stated in the June 1, 2026 pricing press release. VGLNG intends to use the gross proceeds to redeem the Existing Notes and to use cash on hand to pay the redemption premium and related fees and expenses. The offering is expected to close on June 11, 2026, subject to customary closing conditions and market conditions. The Notes will initially not be guaranteed by subsidiaries, though future subsidiary guarantees may be required, and the Notes will be secured on a first-priority basis by the same collateral securing the issuer's existing notes and revolving credit facility. For investors, the filing shows a refinancing of higher-coupon debt with new notes, with the replacement priced at 6.375% and 6.625% coupons versus the 8.125% coupon on the redeemed notes. The filing does not state the total amount of the Existing Notes outstanding or the aggregate premium dollar amount. Completion of the offering and redemption remains subject to market conditions and the stated closing conditions, and the forward-looking statements in the filing identify risks including indebtedness levels and capital needs.

Jun 2, 2026 8-K

Venture Global 8-K Report, Executive Changes (Jun 1, 2026)

Venture Global, Inc. (VG) filed a Current Report on Form 8-K under Item 5.02, which covers departures of directors or certain officers and compensatory arrangements. The filing states that on May 27, 2026, Thomas Earl notified VG LNG Marketing, LLC (UK Branch), an indirect wholly-owned subsidiary of Venture Global, Inc., that he will step down as its Chief Commercial Officer effective June 1, 2026. The report is signed by Chief Financial Officer Jonathan Thayer and dated May 29, 2026. After stepping down, Mr. Earl will remain an employee of the subsidiary in a non-executive capacity for a term of one year. The filing says the company has identified internal personnel to assume his previous duties and responsibilities. The filing does not describe any financial results, guidance, or other operational impact. For investors, this is a routine leadership transition at a subsidiary-level executive role. The filing discloses a planned handover to internal staff and a continuing, non-executive role for Mr. Earl, but it does not name a successor or describe any change in the company's strategy or financial position.

Jun 1, 2026 8-K

Venture Global 8-K Report, Shareholder Vote Results (May 29, 2026)

Venture Global, Inc. filed this Form 8-K under Item 5.07 to report the results of its 2026 Annual Meeting of Shareholders, held on May 27, 2026. The filing states that shareholders elected all seven director nominees named in the company's April 8, 2026 proxy statement to serve until the 2027 Annual Meeting. Each nominee received more than 19.99 billion votes for election, and each nominee's withheld votes were far smaller, ranging from 1,359,296 to 84,617,268. Broker non-votes were 61,389,309 for each director nominee. Shareholders also ratified the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for 2026. The filing reports 20,134,990,654 votes for, 477,635 against, and 567,828 abstentions, with no broker non-votes reported on this proposal. The filing covers only these two matters, so investors seeking the full governance or financial context should refer to the 2026 Proxy Statement it cites.

May 29, 2026 10-Q

Venture Global Quarterly Report for Q1 Ended Mar 31, 2026

Venture Global, Inc. reported first-quarter 2026 revenue of $4.60 billion, up from $2.89 billion a year earlier, and income from operations of $1.15 billion versus $1.08 billion. Net income rose to $625 million from $517 million, and net income attributable to common stockholders was $488 million, or $0.19 per diluted share, compared with $0.15 a year earlier. Growth was driven mainly by higher LNG sales volumes at the Plaquemines Project as it continues to ramp up, partly offset by lower weighted average LNG prices, which fell to $9.51 per MMBtu from $12.78, and higher feed gas costs. Interest expense, net rose to $444 million from $276 million, and cash from operating activities declined to $763 million from $1.11 billion. Capital spending remained heavy, with capital expenditures of $3.18 billion in the quarter, mainly for the CP2 Project. In March 2026, Phase 2 of the CP2 Project reached final investment decision and the company obtained $8.6 billion of additional project financing, bringing total CP2 Credit Facilities to $20.7 billion. Total outstanding debt was $37.14 billion at March 31, 2026, up from $34.81 billion at year-end 2025. Cash and cash equivalents were $1.60 billion, and total cash and available borrowing capacity was $22.33 billion. Legal disputes remain a key watch item. The Calcasieu Project is in arbitration with several post-COD SPA customers. BP's partial final award found a breach, and BP seeks damages of $3.7 billion to potentially over $6.0 billion, with a damages hearing scheduled for May 2027. A settlement with Edison was signed in March 2026. The other two customers seek more than $2.4 billion in aggregate, and the company believes liability limits of $425 million apply to those disputes.

May 12, 2026 8-K

Venture Global 8-K Report, Financial Results (May 12, 2026)

Venture Global, Inc. (NYSE: VG) reported first quarter 2026 results in a press release furnished as Exhibit 99.1 to this 8-K. Revenue rose to $4.6 billion, a 59% increase from Q1 2025, while income from operations reached $1.2 billion (up 7%), net income attributable to common stockholders was $488 million (up 23%), and Consolidated Adjusted EBITDA was $1.4 billion (up 2%). The company exported a record 130 cargos and sold 481 TBtu of LNG in the quarter. Growth in LNG sales volumes, driven mainly by Plaquemines commissioning, was partly offset by lower LNG sales prices net of feed gas cost of $1.9 billion. Interest expense, net rose $168 million to $444 million for the quarter. The company raised its full-year 2026 Consolidated Adjusted EBITDA guidance to $8.2 billion to $8.5 billion, up from $5.2 billion to $5.8 billion, based on an assumed weighted average liquefaction fee of $9.50 to $10.50 per MMBtu for remaining unsold cargos. It tightened its 2026 cargo range to 494 to 523 and said 84% of available 2026 cargos are sold at a weighted average liquefaction fee of $4.51 per MMBtu. The company reaffirmed targeting Plaquemines Phase I commercial operations in Q4 2026 and Plaquemines Phase II in mid-2027, and it reached FID on CP2 Phase II with an $8.6 billion project financing, bringing total CP2 financing to $20.7 billion. The guidance raise depends heavily on unsold cargo pricing, and management notes that natural gas price changes could affect results. The release also cites ongoing Middle East conflict and the closure of the Strait of Hormuz as factors in the LNG market. Total assets increased to $56.3 billion from $45.1 billion a year earlier.

May 12, 2026 8-K

Venture Global 8-K Report, Material Agreement (Apr 23, 2026)

On April 23, 2026, Venture Global Calcasieu Pass, LLC (VGCP), an indirect subsidiary of Venture Global, Inc. (NYSE: VG), issued $750,000,000 aggregate principal amount of 6.000% senior secured notes due May 1, 2036. The notes were sold in a private offering to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. Net proceeds, together with cash on hand at VGCP and proceeds from certain hedge terminations, were used to prepay in full VGCP's existing term loan facility, and to pay fees and expenses of the offering. The notes are guaranteed by TransCameron Pipeline, LLC, the guarantor, and may be guaranteed by certain future domestic subsidiaries. They are secured by collateral shared equally with VGCP's working capital revolving facilities and its existing senior secured notes issued in 2021 and 2023. Interest is payable semi-annually on November 1 and May 1, beginning November 1, 2026. VGCP may redeem the notes at any time before November 1, 2035 at par plus a make-whole premium, and on or after that date at par plus accrued interest. The indenture contains customary events of default and restrictive covenants, including limits on restricted payments, additional indebtedness, liens, asset sales, affiliate transactions, and investments. The indenture will be filed as an exhibit to the company's Form 10-Q for the quarter ended June 30, 2026.

Apr 23, 2026 8-K

Venture Global 8-K Report, Material Agreement (Apr 10, 2026)

Venture Global, Inc. (NYSE: VG) disclosed that its indirect subsidiary, Calcasieu Pass Funding, LLC, entered into a $1,750,000,000 senior secured term loan B facility on April 10, 2026, which was drawn in full on the closing date. The facility matures on April 10, 2033, and is secured by a first-priority lien on substantially all assets of the Borrower and its equity interests. Borrowings bear interest at Term SOFR or Base Rate plus agreed margins, and the principal may be repaid without premium or penalty (subject to breakage fees) starting six months after the closing date. Proceeds will be used to redeem in full the preferred equity interests issued to Stonepeak Bayou Holdings II LP, to pay related costs and fees, and for working capital and general corporate purposes. In the accompanying press release, CEO Mike Sabel said the transaction meaningfully reduces the company's overall cost of capital and strengthens its balance sheet and liquidity position. Goldman Sachs served as Lead Left Arranger and Bookrunner, with Barclays, Natixis and Wells Fargo as Lead Right Arrangers and Joint Bookrunners. The credit agreement contains customary representations, affirmative and negative covenants, including restrictions on indebtedness, liens, investments, fundamental changes, dispositions and dividends or other distributions. The full credit agreement will be filed as an exhibit to the company's Form 10-Q for the quarter ending June 30, 2026.

Apr 10, 2026 8-K

Venture Global 8-K Report, Financial Results (Apr 9, 2026)

Venture Global, Inc. filed a Form 8-K under Item 2.02 (Results of Operations and Financial Condition) on April 9, 2026, disclosing preliminary operating volumes for the quarter ended March 31, 2026. For the quarter, the company sold and recognized in revenue 480.8 TBtu of LNG at an implied weighted average fixed liquefaction fee of $3.82 per MMBtu, and exported 130 cargos from its LNG facilities. Calcasieu Pass accounted for 141.2 TBtu and 38 cargos, while Plaquemines accounted for 339.6 TBtu and 92 cargos. The filing also notes that two DES cargos (8.3 TBtu) exported from Plaquemines during the quarter will be recognized as revenue in the following quarter, reflecting the timing of delivered-basis shipments. The company states that net income, cash flow and other financial results will be announced with its first-quarter earnings report, and that these volume and fee metrics should not be treated as standalone indicators of quarterly financial performance. The filing includes standard cautionary language on forward-looking statements and states that the information furnished under Item 2.02 is not deemed filed for purposes of Section 18 of the Exchange Act. No net income, cash flow or Consolidated Adjusted EBITDA figures are reported in this filing.

Apr 9, 2026 8-K

Venture Global 8-K Report, Regulation FD Disclosure (Mar 26, 2026)

Venture Global, Inc. (VG) furnished a Regulation FD press release dated March 26, 2026 announcing a settlement agreement between its subsidiary Venture Global Calcasieu Pass, LLC (VGCP) and Edison S.p.A. (Edison) that resolves the pending arbitration concerning the Calcasieu Pass project in its entirety. Under the settlement, an affiliate of VGCP has agreed to deliver cargoes to Edison in Europe, and the parties have also agreed to deliveries of additional cargoes beyond those envisaged under the long-term contract, primarily to support gas supplies to the Italian market. The companies state that completion of the settlement is expected by the end of the second quarter of 2026, at which point the arbitration will be terminated. The first delivery under the additional cargo arrangement is scheduled for May 2026 at the Adriatic LNG Terminal in Italy. The parties describe Edison as an important foundational customer of the Calcasieu Pass project. The filing states that the agreement is intended to strengthen commercial cooperation and provide a foundation for further future deliveries amid geopolitical disruption. The filing does not disclose financial terms of the settlement. The press release and the furnished information are not deemed filed under Section 18 of the Exchange Act.

Mar 26, 2026 8-K

Venture Global 8-K Report, Material Agreement (Mar 13, 2026)

Venture Global, Inc. (NYSE: VG) reported that its indirect subsidiary, Venture Global CP2 LNG, LLC (CP2), amended its financing documents on March 13, 2026 to upsize the Project Facilities for the CP2 LNG project in Cameron Parish, Louisiana, and the related CP Express pipeline. The Phase 1 Construction/Term Facility was increased by $7.85 billion (to fund Phase 2), and the Working Capital Facility was increased by $750.0 million, bringing aggregate Project Facilities to $20.7 billion. Borrowings bear interest at SOFR or base rate plus an applicable margin (2.25% to 2.75% for SOFR loans; 1.25% to 1.75% for base rate loans), loans must be repaid in full by July 28, 2032, and the facilities are secured by a first-priority lien on substantially all assets of CP2 and its guarantors. In a related press release, the company announced the final investment decision and financial close for Phase 2 of CP2, describing an $8.6 billion project financing for that phase. The release states that over $19 billion of commitments were received for Phase 2, in addition to $34 billion of commitments for Phase 1, and that the financing required no outside equity investment. Management said CP2 will have peak production capacity of 29 MTPA, has contracted nearly all of its nameplate capacity on a long-term basis, and that Venture Global now has over 49 MTPA of total contracted capacity across its three Louisiana projects. The filing also states that the company has reached five final investment decisions in less than seven years and has executed capital markets transactions of more than $95 billion. The amended Common Terms Agreement and Credit Facility Agreement amendment are to be filed with the company's Form 10-Q for the quarter ended March 31, 2026.

Mar 13, 2026 8-K

Venture Global 8-K Report, Financial Results (Mar 2, 2026)

Venture Global, Inc. (NYSE: VG) reported fourth quarter and full year 2025 results in a press release furnished as Exhibit 99.1 to this Form 8-K. For the full year 2025, the company generated revenue of $13.8 billion (up 177% from FY 2024), income from operations of $5.2 billion (up 192%), net income attributable to common stockholders of $2.3 billion (up 53%), and Consolidated Adjusted EBITDA of $6.3 billion (up 198%). The company exported a record 380 cargos and sold 1,408.8 TBtu of LNG in 2025. For the fourth quarter, revenue was $4.4 billion, income from operations $1.7 billion, net income attributable to common stockholders $1.1 billion, and Consolidated Adjusted EBITDA $2.0 billion. Total assets reached $53.4 billion at December 31, 2025. The company provided 2026 guidance of Consolidated Adjusted EBITDA of $5.20 billion to $5.80 billion, including $1.15 billion to $1.25 billion in Q1 2026, which reflects impacts from Winter Storm Fern and margin compression. It expects 486 to 527 total cargos in 2026 across the Calcasieu and Plaquemines projects. The company reaffirmed a targeted Plaquemines Phase I commercial operation date in Q4 2026 and a Phase II COD in mid-2027. Construction at CP2 Phase I is on track for first production in late 2027, and the company anticipates a final investment decision on CP2 Phase II in the first half of 2026. The release also highlights new long-term contracts, including a 20-year LNG sales agreement with Hanwha Aerospace for 1.5 MTPA starting in 2030, and a five-year agreement with Trafigura for about 0.5 MTPA starting in 2026. The company notes that Q4 2025 net income was affected by non-cash unfavorable changes in interest rate swaps of $476 million for the quarter and $994 million for the full year, and that higher interest expense also weighed on results.

Mar 2, 2026 10-K

Venture Global Annual Report, Year Ended Dec 31, 2025

Venture Global, Inc. reported 2025 revenue of $13.77 billion, up from $4.97 billion in 2024, and income from operations of $5.16 billion, up from $1.76 billion. Net income attributable to common stockholders was $2.26 billion, compared with $1.48 billion in 2024. The increase was driven mainly by LNG sales volumes at the Plaquemines Project, which began LNG production in December 2024 and ramped up through 2025, partially offset by lower Calcasieu Project sales prices after its April 15, 2025 COD and higher feed gas costs. Cash from operating activities rose to $6.57 billion, but capital expenditures were $13.37 billion, and the company funded the gap largely through debt issuance. The company's balance sheet grew substantially, with total assets of $53.45 billion and total debt at the subsidiary level of approximately $34.8 billion as of December 31, 2025, including $11.1 billion of VGLNG-issued or guaranteed debt and $23.7 billion of project-level financing. The company disclosed $13.5 billion of additional borrowing capacity and cash plus available borrowing capacity of $16.9 billion. Key execution items include the CP2 Project, where Phase 1 reached FID in July 2025 with $15.1 billion of project financing and total Phase 1 and 2 project costs are estimated at $32.5 to $33.5 billion, of which $9.9 billion had been paid. Plaquemines remains in construction and commissioning, with an estimated $0.6 to $1.0 billion of Total Project Cost yet to be paid. Significant risks for investors include four pending arbitrations with Calcasieu Project post-COD SPA customers. BP has been awarded a partial final award with damages sought of $3.7 billion to potentially more than $6.0 billion, and the damages phase is expected in 2026 or 2027. Other customers seek damages that the company says are subject to a $595 million aggregate liability cap, but the customers dispute that cap. Shareholder securities litigation related to the IPO also remains pending. Concentrated control by VG Partners, which holds approximately 97.6% of combined voting power, is another key consideration for Class A holders.

Mar 2, 2026 8-K

Venture Global 8-K Report, Material Agreement (Feb 2, 2026)

Venture Global, Inc. (VG) disclosed in this Current Report that on January 30, 2026, its wholly-owned subsidiary Venture Global CP2 LNG, LLC ("CP2") entered into an engineering, procurement and construction contract with Worley Field Services Inc. ("Worley") for the design, engineering, procurement, construction management, testing, studies and related services for Phase 2 of the CP2 Project. Under the agreement, Worley is responsible for integrating equipment supplied by CP2's equipment vendors, constructing the power plant forming part of the project, and delivering a facility capable of passing certain performance tests, with Worley guaranteeing full operation of the CP2 LNG export facilities. The contract includes warranties on workmanship, conformity to specifications, use of proven technology, and a serial-defect provision that extends the warranty period by an additional 12 months for redesigned, repaired or replaced work. Worley is paid a reimbursable sum: CP2 reimburses reimbursable costs plus a margin for overhead and an agreed profit margin, while all other costs are borne by Worley. The estimated reimbursable sum is the "target price," which may be adjusted under limited conditions such as change orders. The agreed schedule, with substantial and final completion deadlines, may only be adjusted by change orders, and Worley has significant milestone-driven bonus incentives tied to schedule adherence. The filing states that the full contract will be filed as an exhibit to the company's Form 10-Q for the quarter ended March 31, 2026, and the description in this report is qualified by that full text.

Feb 2, 2026 8-K

Venture Global 8-K Report, Regulation FD Disclosure (Jan 21, 2026)

On January 21, 2026, the International Chamber of Commerce (ICC) International Court of Arbitration informed Venture Global Calcasieu Pass, LLC (VGCP), an indirect subsidiary of Venture Global, Inc., that a final award had been issued in the previously disclosed arbitration with Repsol LNG Holding, S.A. regarding LNG sales from the Calcasieu Project under the long-term LNG sales and purchase agreement (SPA) between VGCP and Repsol. The arbitration tribunal found that VGCP acted as a "Reasonable and Prudent Operator" under the SPA in declaring commercial operations date (COD) on April 15, 2025, and denied Repsol's claims in their entirety. The tribunal also awarded fees to VGCP. The company described this as a ruling in its favor and stated that multiple proceedings have now affirmed that VGCP has honored the terms of its long-term contracts. The filing is furnished under Item 7.01 (Regulation FD Disclosure) and is not deemed filed for Section 18 purposes. It refers investors to the risk factors in the company's Form 10-K for the year ended December 31, 2024, which cover the potential for substantial payment obligations from unsuccessful arbitrations and the possibility that certain post-COD SPAs may be terminated, which could accelerate project debt.

Jan 21, 2026 8-K

Venture Global 8-K Report, Financial Results (Jan 12, 2026)

On January 12, 2026, Venture Global, Inc. furnished an Item 2.02 8-K disclosing preliminary operating metrics for the quarter ended December 31, 2025 and narrowing its full year 2025 Consolidated Adjusted EBITDA guidance to $6.180 billion to $6.240 billion. Across its facilities, the company exported 128 LNG cargos and sold 478.3 TBtu of LNG at an implied weighted average fixed liquefaction fee of $5.15 per MMBtu during the quarter. Volume and pricing were affected by changes in Henry Hub and International LNG prices and limited Atlantic basin vessel availability, and the company said it pulled forward scheduled maintenance late in the quarter. It also said forward pricing for February and March 2026 had improved from year-end levels. By facility, Calcasieu Pass exported 38 cargos with third-party sales of 140.1 TBtu at an implied fee of $2.01 per MMBtu, inclusive of adjustments for estimated arbitration reserves. Plaquemines exported 90 cargos with third-party sales of 338.2 TBtu at an implied fee of $6.02 per MMBtu. One DES cargo from Plaquemines will be recognized as revenue in the following quarter. The filing states that net income, cash flow and other full quarter results will be released with fourth-quarter earnings. It cautions that the volume and fee metrics are only a few measures of operating performance and should not be relied on as sole indicators of quarterly results. The guidance is not updated unless the company publicly announces new guidance, and no GAAP reconciliation of the forward-looking EBITDA figure is provided.

Jan 12, 2026 8-K

Venture Global 8-K Report, Material Agreement (Dec 9, 2025)

Venture Global, Inc. (NYSE: VG) disclosed that its subsidiary, Venture Global Plaquemines LNG, LLC (VGPL), issued $3.00 billion of senior secured notes on December 9, 2025, in two series: $1.75 billion of 6.125% senior secured notes due December 15, 2030, and $1.25 billion of 6.500% senior secured notes due June 15, 2034. The notes were sold under Rule 144A and Regulation S, and are guaranteed by Venture Global Gator Express, LLC. Interest is payable semi-annually beginning June 15, 2026. The notes rank pari passu with VGPL's existing credit facilities and previously issued notes, and share in the same collateral. The company stated that net proceeds will be used to prepay certain amounts outstanding under VGPL's existing senior secured first lien credit facilities and to pay fees and expenses. The indenture includes customary covenants restricting restricted payments, additional debt, liens, asset sales, affiliate transactions and other activities. VGPL may redeem the 2030 notes before September 15, 2030 at par plus a make-whole premium, and at par on or after that date. The 2034 notes have a similar structure with a call date of December 15, 2033. The company noted that VGPL has issued $9.50 billion of senior secured notes in total since the project began producing LNG in December 2024, including the $2.50 billion issued on April 21, 2025 and the $4.00 billion issued on July 3, 2025.

Dec 9, 2025 8-K

Venture Global 8-K Report, Financial Results (Nov 10, 2025)

Venture Global, Inc. (NYSE: VG) reported third quarter 2025 results on November 10, 2025, with revenue of $3.3 billion for the quarter (up 260% from Q3 2024) and $9.3 billion for the nine months ended September 30, 2025. Income from operations was $1.3 billion for the quarter and $3.4 billion for the nine months, and net income attributable to common stockholders was $0.4 billion for the quarter and $1.2 billion for the nine months. Consolidated Adjusted EBITDA, a non-GAAP measure, was $1.5 billion for the quarter (up 439%) and $4.3 billion for the nine months. The company attributes the year-over-year improvement primarily to higher LNG sales volumes at the Plaquemines Project, partially offset by lower LNG sales prices net of feed gas costs at the Calcasieu Project, higher interest expense, and interest rate swap changes. The company exported a record 100 cargos in the quarter and reduced and narrowed its full-year 2025 Consolidated Adjusted EBITDA guidance to $6.35 billion to $6.50 billion from $6.40 billion to $6.80 billion. The reduction reflects lower expected fixed liquefaction fees tied to higher domestic natural gas prices, two DES loadings expected to be realized in early 2026, and accounting reserves related to ongoing arbitrations. Management reaffirmed the commercial operation date timing for Phase 1 and Phase 2 at Plaquemines, and stated it remains on track to reach COD at Phase 1 in 54 months. Balance sheet activity included total assets of $50.1 billion as of September 30, 2025, up from $39.4 billion a year earlier, and a $2 billion corporate revolving credit facility. The company also reported new long-term LNG sales and purchase agreements, including a 1.0 MTPA 20-year SPA with Naturgy and a 0.5 MTPA 20-year SPA with Atlantic-SEE LNG Trade, plus additional SPAs earlier in the quarter that bring total second-half 2025 contracted quantities to 5.25 MTPA.

Nov 10, 2025 10-Q

Venture Global Quarterly Report for Q3 Ended Sep 30, 2025

Venture Global, Inc. reported a sharp rise in its third-quarter 2025 results, driven by the Plaquemines Project entering commercial LNG production. Revenue for the three months ended September 30, 2025 was $3.3 billion, up from $926 million a year earlier, and income from operations was $1.3 billion versus $189 million. For the nine months, revenue was $9.3 billion and income from operations was $3.4 billion. Net income attributable to common stockholders was $429 million for the quarter and $1.2 billion for the nine months. Calcasieu Project revenue and margins were lower after it declared commercial operations on April 15, 2025 and began selling under post-COD SPAs at lower realized prices. Cash from operating activities rose to $4.5 billion for the nine months, while cash used in investing activities totaled $9.6 billion, reflecting continued construction spending. Balance sheet leverage increased. Total debt, net, was $32.6 billion at September 30, 2025, and total assets reached $50.1 billion. The company financed the first phase of the CP2 Project, with $15.1 billion in project financing at FID in July 2025, and closed $6.5 billion of VGPL senior secured notes during the period. Blackfin pipeline project financing of $1.6 billion was also completed. On November 7, 2025, VGLNG entered a $2.0 billion senior secured revolving credit agreement maturing in 2030, with no borrowings at signing. The most significant risk for investors is litigation with Calcasieu Project post-COD SPA customers. In October 2025, an arbitration tribunal issued a partial final award in favor of BP finding that VGCP breached its obligations to declare COD in a timely manner. Remedies, with BP seeking damages above $1.0 billion, will be determined in a separate hearing expected in 2026. Four other customers seek $3.8 billion to $4.5 billion in aggregate, which the company believes is capped at $765 million under liability limitations. The company also faces securities class action and derivative suits related to its IPO.

Nov 10, 2025 8-K

Venture Global 8-K Report, Regulation FD Disclosure (Oct 9, 2025)

Venture Global, Inc. (VG) reported in an Item 7.01 Regulation FD disclosure that its indirect subsidiary, Venture Global Calcasieu Pass, LLC (VGCP), reached another resolution with a post-COD SPA customer in an arbitration concerning the Calcasieu Pass facility. The company states the settlement has no material impact, that this arbitration is now resolved in its entirety, and that it remains committed to its long-term contracts with this customer. Separately, on October 8, 2025, the ICC International Court of Arbitration informed VGCP that a partial final award had been issued in the arbitration with BP Gas Marketing Limited regarding LNG sales from the Calcasieu Project. BP is seeking damages in excess of $1.0 billion, plus interest, costs and attorneys' fees. The tribunal found that VGCP breached its obligations to declare COD in a timely manner and to act as a "Reasonable and Prudent Operator," along with certain other obligations. Remedies will be set in a separate damages hearing that has not been scheduled but is anticipated in 2026, followed by a final award. The company does not anticipate the final award will be subject to the seller aggregate liability cap in the SPA. Venture Global said it is disappointed with the BP decision, believes it contradicts the prior Shell arbitration findings, is evaluating all available options, and will vigorously defend its position. It noted the award does not change the SPA's terms as currently performed, citing 14 cargos delivered to BP to date from the Calcasieu Project.

Oct 9, 2025 8-K

Venture Global 8-K Report, Financial Results (Oct 6, 2025)

Venture Global, Inc. (VG) furnished a Form 8-K under Item 2.02 (Results of Operations and Financial Condition) on October 6, 2025, disclosing preliminary operating metrics for the quarter ended September 30, 2025. Across all facilities, the company exported 100 cargos totaling 371.8 TBtu, realizing a weighted average fixed liquefaction fee of $5.07/MMBtu. The filing breaks this out by facility: Calcasieu Pass exported 36 cargos totaling 133.0 TBtu at a weighted average fixed liquefaction fee of $1.97/MMBtu, and Plaquemines LNG exported 64 cargos totaling 238.8 TBtu at $6.79/MMBtu. The filing also addresses revenue recognition timing. Two DES (Delivered Ex-Ship) cargos exported from Plaquemines during the quarter will be recognized as revenue in the following quarter, and revenue of 2.88 TBtu was recognized from a partially loaded cargo at Plaquemines. The company states that net income, cash flow and other full financial results will be announced with its third-quarter earnings report, and cautions that these volume and fee metrics are only a few measures of operating performance and should not be relied on as sole indicators of quarterly results. The filing includes standard forward-looking statement cautions, referring readers to the risk factors in the company's most recent Form 10-K. The information furnished under Item 2.02 is not deemed filed for purposes of Section 18 of the Exchange Act. The only exhibit listed is the Cover Page Interactive Data File embedded in the Inline XBRL document.

Oct 6, 2025 8-K

Venture Global 8-K Report, Material Agreement (Sep 29, 2025)

Venture Global, Inc. (VG) reported in an 8-K filed September 29, 2025 that Blackfin Pipeline, LLC, a joint venture between the company and WhiteWater Development LLC, entered into senior secured credit facilities of up to $1.550 billion on September 29, 2025. The package consists of a $1.050 billion term loan facility (TLB Facility), a delayed draw construction loan of up to $425 million convertible to a term loan (TLA Facility), and a revolving loan and letter of credit facility of up to $75 million. Proceeds will fund a portion of the development, construction and maintenance of an approximately 3.3 Bcf/d natural gas pipeline linking Colorado County to Jasper County in Texas (the Project), pay related fees and expenses, reimburse certain affiliates of the company for prior Project expenditures, and, for the revolver, cover working capital and certain reserve requirements and credit support obligations. The TLB Facility was drawn in full at closing and the TLA Facility was partially drawn. The TLB Facility matures September 29, 2032, while the TLA and Revolving facilities mature September 29, 2030. Borrowings bear interest at Term SOFR plus an agreed margin or a Base Rate plus an agreed margin. The facilities are guaranteed by Blackfin Pipeline Pledgor, LLC and Blackfin Supply, LLC and secured by a first-priority lien on substantially all of the guarantors' assets and the equity interests in the borrower and Blackfin Supply, LLC. The credit agreements contain customary covenants, including restrictions on indebtedness, liens, investments, fundamental changes, dispositions and distributions. The credit agreements are to be filed as an exhibit to the company's Form 10-Q for the quarter ended September 30, 2025.

Sep 29, 2025 8-K

Venture Global 8-K Report, Financial Results (Aug 12, 2025)

Venture Global, Inc. (NYSE: VG) reported second-quarter 2025 results in an 8-K furnished on August 12, 2025, with a conference call scheduled for August 13, 2025. Revenue for the quarter was $3.1 billion, up 180% from Q2 2024. Income from operations was $1.0 billion (up 186%), and Consolidated Adjusted EBITDA was $1.4 billion (up 217%). Net income attributable to common stockholders was $0.4 billion, up 21%. For the six months ended June 30, 2025, net income attributable to common stockholders declined 20% to $764 million, as non-cash unfavorable changes in interest rate swaps of $854 million and higher interest expense of $247 million offset higher operating income. The company exported a record 89 cargos (331 TBtu) in the quarter. Total assets were $46.5 billion, up $11.4 billion from June 30, 2024. The company reiterated its full-year 2025 Consolidated Adjusted EBITDA guidance of $6.4 billion to $6.8 billion. It now expects 144 to 149 cargos from the Calcasieu Project and 227 to 240 cargos from the Plaquemines Project in 2025, and expects total cargos at the high end of its prior 367 to 389 range. Sensitivity to fixed liquefaction fees narrowed: a $1.00/MMBtu change now affects full-year Adjusted EBITDA by $230 million to $240 million, versus $460 million to $480 million previously. Management assumes a fixed liquefaction fee range of $6.00 to $7.00/MMBtu for remaining unsold 2025 cargos. Subsequent to quarter-end, the company reached final investment decision on Phase 1 of the CP2 Project and the associated CP Express Pipeline following a $15.1 billion project financing closed on July 28, 2025. It also executed several 20-year sales and purchase agreements, including with PETRONAS, SEFE and Eni, and Plaquemines LNG closed a $4.0 billion senior secured notes offering. S&P Global Ratings upgraded the Venture Global Calcasieu Pass, LLC bonds to BBB-.

Aug 12, 2025 10-Q

Venture Global Quarterly Report for Q2 Ended Jun 30, 2025

Venture Global, Inc. (VG) reported a sharp rise in its second-quarter 2025 results as the Plaquemines Project moved into production and sales. Revenue for the three months ended June 30, 2025 was $3.1 billion, up from $1.1 billion a year earlier, and income from operations was $1.0 billion versus $363 million. Net income attributable to common stockholders was $368 million, compared with $303 million. For the six months, revenue was $6.0 billion and income from operations was $2.1 billion, while net income attributable to common stockholders fell to $764 million from $951 million, reflecting a $304 million loss on interest rate swaps and higher interest expense. Calcasieu Project declared commercial operations on April 15, 2025, and the company reported cash and cash equivalents of $2.2 billion at June 30, 2025, with $19.8 billion of Plaquemines Project assets placed in service from an accounting perspective. Financing activity was heavy during the period. VGPL issued $2.5 billion of senior secured notes in April 2025 and, in July 2025, issued a further $4.0 billion, with proceeds used to prepay Plaquemines Construction Term Loan balances. In July 2025, the first phase of the CP2 Project reached final investment decision and the company obtained $15.1 billion of project financing. Total debt, net of unamortized discount and issuance costs, was $29.97 billion at June 30, 2025. The filing also discloses material legal and contract risk. Calcasieu Project post-COD SPA customers are pursuing arbitration claims for damages between $6.7 billion and $7.4 billion, subject to an aggregate liability cap of approximately $1.6 billion, and several securities class and derivative actions tied to the IPO are pending.

Aug 12, 2025 8-K

Venture Global 8-K Report, Regulation FD Disclosure (Aug 12, 2025)

Venture Global, Inc. (VG) furnished an 8-K on August 12, 2025 under Item 7.01 (Regulation FD Disclosure) announcing a partial final award issued by the International Chamber of Commerce, International Court of Arbitration. The arbitration involved Venture Global Calcasieu Pass, LLC (VGCP), an indirect subsidiary of the Company, and Shell NA LNG LLC (Shell), concerning LNG sales from the Calcasieu Project under the LNG sales and purchase agreement between VGCP and Shell. The accompanying press release (Exhibit 99.1) describes the tribunal decision as positive for the Company. In the press release, Venture Global states that the tribunal's determination reaffirms its position that the plain language of its contracts, mutually agreed upon with customers, is clear, and that it has consistently honored those agreements. The company also argues that its ability to incrementally export commissioning cargoes during facility construction has brought LNG to market years faster than before. The filing does not disclose specific financial amounts from the award. The information in Item 7.01 is furnished rather than filed for purposes of Section 18 of the Exchange Act. The filing's forward-looking statements caution that the outcomes of pending arbitrations and legal proceedings, and any future awards, could differ materially from expectations, and direct readers to the most recent Form 10-K and subsequent SEC reports for risk factors.

Aug 12, 2025 8-K

Venture Global 8-K Report, Material Agreement (Jul 29, 2025)

Venture Global, Inc. (NYSE: VG) reported in this Form 8-K that its indirect subsidiary Venture Global CP2 LNG, LLC ("CP2") entered into new secured credit facilities totaling $12.1 billion on July 28, 2025, to fund a portion of Phase 1 costs for the CP2 LNG liquefaction and export facility in Cameron Parish, Louisiana, and the related CP Express pipeline. The package consists of an $11.25 billion construction/term loan facility and an $850.0 million working capital revolving loan and letter of credit facility, with borrowings priced at SOFR or base rate plus margins of 2.25% to 2.75% (SOFR) and 1.25% to 1.75% (base rate). The project facilities must be repaid by July 28, 2032. Separately, CP2 LNG Holdings, LLC entered into $3.0 billion of secured equity bridge and interest reserve facilities, comprising a $2.809 billion equity bridge facility (fully drawn at closing) and a $191 million three-year interest reserve facility. These proceeds will fund equity contributions to CP2, prepay in full the bridge facilities CP2 entered into on May 1, 2025, and support Phase 1 costs. The EBL facilities carry a 3.50% SOFR margin and 2.50% base rate margin and must be repaid by July 28, 2028. Venture Global LNG, Inc. also agreed to a contingent equity contribution arrangement tied to commissioning cargo sales from the Plaquemines project, which would be used to prepay EBL principal. The company's press release, furnished as Exhibit 99.1, announces the final investment decision and financial close for CP2 Phase 1, describing a $15.1 billion project financing with over $34 billion of lender commitments and no outside equity investment. The filing states CP2 has a peak production capacity of 28 MTPA, expected to begin deliveries in 2027, and that Venture Global's total contracted capacity across its three Louisiana projects is 43.5 MTPA. Covenants in both facility sets limit additional indebtedness, liens, asset dispositions, and restricted payments. The credit agreements are to be filed with the Form 10-Q for the quarter ended September 30, 2025.

Jul 29, 2025 8-K

Venture Global 8-K Report, Financial Results (Jul 7, 2025)

On July 7, 2025, Venture Global, Inc. announced preliminary operating metrics for the quarter ended June 30, 2025 under Item 2.02 of Form 8-K. At its Calcasieu Pass facility, the company exported 38 cargos totaling approximately 140.2 TBtu, realizing a weighted average fixed liquefaction fee of approximately $2.66/MMBtu. At its Plaquemines LNG facility, it exported 51 cargos totaling approximately 190.5 TBtu, realizing a weighted average fixed liquefaction fee of $7.09/MMBtu. The filing states that these volume and fee figures are only a few measures of operating performance and should not be relied on as sole indicators of quarterly financial results. Net income, cash flow and other results will be announced with the company's second quarter earnings report. The filing also notes that two DES (Delivered Ex-Ship) cargos exported from Plaquemines during the quarter will be recognized as revenue in the following quarter, due to vessel transit time to their destinations. The filing is furnished rather than filed, so it is not subject to Section 18 liabilities. It includes standard forward-looking statement cautions and refers readers to the company's most recent Form 10-K for risk factors.

Jul 7, 2025 8-K

Venture Global 8-K Report, Material Agreement (Jul 3, 2025)

Venture Global, Inc. (NYSE: VG) reported that its subsidiary, Venture Global Plaquemines LNG, LLC ("VGPL"), issued $4.0 billion of senior secured notes on July 3, 2025, in two equal $2.0 billion series: 6.50% senior secured notes due January 15, 2034 (the "2034 Notes") and 6.75% senior secured notes due January 15, 2036 (the "2036 Notes"). The notes were sold in the United States to qualified institutional buyers under Rule 144A and outside the United States under Regulation S. Interest is payable semi-annually beginning January 15, 2026, and the notes are guaranteed by Venture Global Gator Express, LLC, with possible guarantees from future domestic subsidiaries. The notes are secured and share equally in collateral with VGPL's existing term loan and working capital revolving facilities under the A&R Credit Facility Agreement, as well as the $2.5 billion of existing notes issued on April 21, 2025. The Indenture includes customary events of default and restrictive covenants limiting restricted payments, additional indebtedness, liens, asset sales, affiliate transactions and other activities. VGPL may redeem the 2034 Notes before July 15, 2033 and the 2036 Notes before July 15, 2035 at a make-whole price, and at par plus accrued interest thereafter. Per the press release, VGPL intends to use the net proceeds to prepay certain amounts outstanding under its existing senior secured first lien credit facilities and to pay fees and expenses. The company states that VGPL has issued $6.5 billion of senior secured notes since the Plaquemines project began producing LNG in December 2024.

Jul 3, 2025 8-K

Venture Global 8-K Report, Shareholder Vote Results (May 21, 2025)

Venture Global, Inc. (VG) held its 2025 Annual Meeting of Shareholders on May 21, 2025, and reported final voting results in this Item 5.07 Form 8-K. Shareholders elected all 7 director nominees named in the company's April 3, 2025 proxy statement to the Board of Directors, each to serve until the 2026 Annual Meeting of Shareholders. Roderick Christie, Sari Granat, Andrew Orekar, Robert Pender, Thomas J. Reid, Michael Sabel and Jimmy Staton were the nominees, and each received roughly 20.06 billion to 20.08 billion votes in favor. Shareholders also ratified Ernst & Young LLP as the independent registered public accounting firm for 2025, with 20,098,361,181 votes for and 245,163 against. In a non-binding advisory vote, shareholders approved the compensation of the named executive officers, with 20,076,330,631 votes for and 7,165,484 against. On the frequency of future say-on-pay votes, shareholders expressed a preference for every 3 years, with 20,047,990,743 votes for that option versus 35,385,714 for every year and 140,352 for every two years. Based on this result, the Board determined that advisory votes on executive compensation will be held once every 3 years, with the next frequency vote expected at the 2031 Annual Meeting of Shareholders.

May 21, 2025 10-Q

Venture Global Quarterly Report for Q1 Ended Mar 31, 2025

Venture Global, Inc. reported a first quarter 2025 (three months ended March 31, 2025) with revenue of $2.89 billion, up from $1.41 billion a year earlier, and income from operations of $1.08 billion versus $617 million. The increase was driven mainly by higher LNG sales volumes at the Plaquemines Project, which began LNG production in December 2024 and continued ramping up, along with higher weighted average LNG prices. Net income fell to $517 million from $698 million, primarily because of a $192 million loss on interest rate swaps compared with a $374 million gain a year earlier, a swing of $566 million. Net income attributable to common stockholders was $396 million, or $0.15 per diluted share. Balance sheet and liquidity were supported by the January 2025 IPO, which raised $1.7 billion in net proceeds from 70 million Class A shares at $25.00. Cash and cash equivalents were $3.61 billion at March 31, 2025, and total cash and available borrowing capacity was $4.77 billion. Property, plant and equipment, net rose to $37.0 billion, and total debt outstanding was $29.9 billion. Capital expenditures continued at high levels, with $3.5 billion of purchases of property, plant and equipment in the quarter. Key risks include disputes with Calcasieu Project post-COD SPA customers, who seek damages of $6.7 billion to $7.4 billion against an aggregate liability cap of about $1.6 billion. The Calcasieu Project declared COD on April 15, 2025, and the company disclosed new securities class action complaints related to the IPO registration statement. Subsequent events include a $2.5 billion Plaquemines-related notes offering and $3.0 billion of new CP2 bridge facilities in May 2025.

May 13, 2025 8-K

Venture Global 8-K Report, Financial Results (May 13, 2025)

Venture Global, Inc. (NYSE: VG) reported first-quarter 2025 results for the quarter ended March 31, 2025, furnishing its earnings press release as Exhibit 99.1 to this Form 8-K. Revenue was $2.9 billion, up 105% from Q1 2024, and income from operations was $1.1 billion, up 75%. Net income attributable to common stockholders was $396 million, down 39% from $648 million a year earlier, which the company attributes largely to non-cash unfavorable changes in the fair value of interest rate swaps. Consolidated Adjusted EBITDA, a non-GAAP measure, was $1.3 billion ($1,346 million), up 94%. The company exported a record 234 TBtu of LNG, with higher volumes and higher LNG sales prices driving the margin gains. Operationally, Calcasieu Pass commenced Commercial Operations on April 15, 2025, and has delivered cargos on schedule to all foundational customers. Eighteen Phase 1 liquefaction trains at Plaquemines demonstrated production of approximately 140% of nameplate capacity. For CP2, the U.S. Department of Energy authorized exports to non-FTA nations on March 19, 2025, the project closed a $3.0 billion credit facility from 20 banks on May 1, 2025, and FERC issued a Final Supplemental Environmental Impact Statement on May 9, 2025. Venture Global updated its 2025 guidance, lowering Consolidated Adjusted EBITDA to $6.4 billion to $6.8 billion. The company cited compressed spreads between domestic and international gas and LNG prices, and it now assumes a fixed liquefaction fee of $6.00 to $7.00/MMBtu for remaining unsold 2025 cargos. Each $1.00/MMBtu change in fixed liquefaction fees is now expected to affect 2025 Consolidated Adjusted EBITDA by $460 million to $480 million, down from $625 million to $675 million previously. The company expects to export 145 to 150 cargos from Calcasieu Pass and 222 to 239 cargos from Plaquemines in 2025.

May 13, 2025 8-K

Venture Global 8-K Report, Material Agreement (May 1, 2025)

Venture Global, Inc. disclosed on May 1, 2025 that its indirect wholly-owned subsidiary, Venture Global CP2 LNG, LLC ("CP2"), entered into new secured bridge credit facilities consisting of a $2.825 billion delayed draw bridge loan facility and a $175 million three-year interest reserve facility, used to fund a portion of project costs for the CP2 natural gas liquefaction and export facility in Cameron Parish, Louisiana, and the related CP Express pipeline. The Bridge Loan Facility can be drawn until the one-year anniversary of its closing, and borrowings bear interest at SOFR plus 350 basis points, payable quarterly. The loans must be repaid in full by the earliest of May 1, 2028, the 90th day after the commercial operation date for Phase 2 of the Plaquemines project, or the closing of a final investment decision project financing for CP2. The facilities are guaranteed by CP Express and CP2 Procurement and secured by a first-priority lien on substantially all assets and equity interests of CP2 and the guarantors. Additionally, Venture Global LNG, Inc. entered into a contingent equity contribution agreement requiring equity contributions to CP2, based on percentages of cash proceeds from sales of LNG commissioning cargos from Plaquemines, to be deposited in a reserve account and used by CP2 to prepay the Bridge Facility principal. The accompanying press release (Exhibit 99.1) announced that CP2 secured commitments from 19 banks for a separate $3.0 billion bank loan facility, with SMBC as left lead arranger, sole bookrunner and future administrative agent, to continue manufacturing, procurement and engineering of the project, which is expected to have peak production capacity of up to 28.0 MTPA. The company stated it has invested more than $4 billion in CP2 to date.

May 1, 2025 8-K

Venture Global 8-K Report, Material Agreement (Apr 21, 2025)

Venture Global, Inc. (VG) disclosed in this Form 8-K that its indirect, wholly-owned subsidiary Venture Global Plaquemines LNG, LLC (VGPL) issued $2.5 billion of senior secured notes on April 21, 2025, in two equal series: $1.25 billion of 7.50% senior secured notes due May 1, 2033 and $1.25 billion of 7.75% senior secured notes due May 1, 2035. The notes were sold in the United States to qualified institutional buyers under Rule 144A and outside the United States under Regulation S. Interest is payable semi-annually on May 1 and November 1, beginning November 1, 2025. The notes are guaranteed by Venture Global Gator Express, LLC and share collateral equally with VGPL's existing term loan and working capital revolving facilities under the A&R Credit Facility Agreement. The indenture includes customary events of default and restrictive covenants limiting restricted payments, additional indebtedness, liens, asset sales, affiliate transactions and other activities. VGPL may redeem the notes before the call dates (November 1, 2032 for the 2033 Notes and November 1, 2034 for the 2035 Notes) at a make-whole price, and at par plus accrued interest thereafter. According to the accompanying press release (Exhibit 99.1), VGPL intends to use the net proceeds to prepay certain amounts outstanding under its existing senior secured first lien credit facilities and to pay offering fees and expenses. The filing states the indenture will be filed as an exhibit to the Company's Form 10-Q for the quarter ended June 30, 2025.

Apr 21, 2025 8-K

Venture Global 8-K Report, Financial Results (Apr 3, 2025)

Venture Global, Inc. (VG) filed a Form 8-K under Item 2.02 (Results of Operations and Financial Condition) on April 3, 2025, disclosing preliminary operating metrics for the quarter ended March 31, 2025. The filing reports that the Calcasieu Pass facility exported 34 cargos with a weighted average fixed liquefaction fee of $8.80/MMBtu, and the Plaquemines LNG facility exported 29 cargos with a weighted average fixed liquefaction fee of $7.26/MMBtu. The company disclosed these key performance metrics ahead of its quarterly earnings report, as it may do for facilities still in commissioning. The filing also notes that two delivered ex-ship (DES) cargos exported from Plaquemines LNG during the quarter will have their revenue recognized in the following quarter, reflecting the time needed for vessels to reach their destinations. Revenue from FOB cargos is generally recognized when the vessel is loaded and unmoors, while DES, DPU and other delivered-basis cargos are generally recognized upon delivery. Net income, cash flow and other full financial results were not included in this filing and will be announced with first-quarter earnings. The company cautions that the cargo volumes and liquefaction fees are only two measures of operating performance and should not be relied on as sole indicators of quarterly results.

Apr 3, 2025 8-K

Venture Global 8-K Report, Financial Results (Mar 6, 2025)

Venture Global, Inc. (NYSE: VG) reported fourth quarter and full year 2024 results on March 6, 2025, via Exhibit 99.1 press release. For the full year 2024, revenue was $4.97 billion (versus $7.90 billion in 2023), net income attributable to common stockholders was $1.48 billion (versus $2.68 billion), and Consolidated Adjusted EBITDA, a non-GAAP measure, was $2.10 billion (versus $5.16 billion). The company attributed the full-year decline primarily to a significant decline in international LNG prices, which lowered total margin on LNG sold, along with higher costs to remediate and commission the Calcasieu Project and to develop the CP2 Project. For the fourth quarter, revenue was $1.52 billion and net income attributable to common stockholders was $871 million, compared with a loss of $50 million in the prior-year quarter. The swing was primarily driven by a $704 million gain on interest rate swaps in the quarter, while Consolidated Adjusted EBITDA fell to $688 million from $813 million, reflecting lower LNG sales volumes and higher Calcasieu remediation costs. The Plaquemines Project achieved first LNG on December 13, 2024 and exported its first cargo on December 26, 2024. For 2025, the company guided to Consolidated Adjusted EBITDA of $6.8 billion to $7.4 billion, with expected exports of 140 to 148 cargos from Calcasieu and 219 to 239 cargos from Plaquemines. Management stated it expects to commence commercial operations at Calcasieu Pass on April 15, 2025 and has launched the final investment decision (FID) process for CP2, on which it has spent $4.0 billion through December 31, 2024.

Mar 6, 2025 10-K

Venture Global Annual Report, Year Ended Dec 31, 2024

Venture Global, Inc. (NYSE: VG) reported net income of $1.7 billion for 2024, down from $3.6 billion in 2023, as revenue fell to $4.97 billion from $7.90 billion. The filing attributes the decline mainly to lower LNG sales prices on commissioning cargos, with income from operations falling to $1.76 billion from $4.85 billion. Revenue was driven by commissioning sales from the Calcasieu Project, which has not yet reached commercial operations (COD), now targeted for April 15, 2025. The Plaquemines Project began producing LNG in December 2024, with $11.4 billion of its assets placed in service from an accounting perspective. The company is developing five LNG projects in Louisiana with a total expected peak production capacity of 143.8 mtpa. Post-COD SPAs total 39.25 mtpa, with a stated expected total contracted revenue of approximately $107 billion from third-party SPAs. Subsidiaries carried about $29.6 billion of outstanding debt at December 31, 2024. The company completed its IPO in January 2025, selling 70 million Class A shares at $25.00 for net proceeds of about $1.7 billion, and VG Partners retains roughly 97.8% of combined voting power. The filing describes significant risks: extended Calcasieu commissioning, arbitration claims by Calcasieu customers seeking damages of approximately $6.7 billion to $7.4 billion (subject to a liability cap of about $1.6 billion), regulatory uncertainty for the CP2 Project, and cost estimates that may rise. Investors should weigh these against the company's contracted backlog and expected commissioning proceeds.

Mar 6, 2025 8-K

Venture Global 8-K Report, Material Agreement (Jan 27, 2025)

Venture Global, Inc. (VG) filed this Form 8-K on January 27, 2025 to report the closing of its initial public offering (the "IPO") of Class A common stock, described in its Registration Statement on Form S-1 (File No. 333-283964), as amended. In connection with the closing, the company entered into an Amended and Restated Shareholders' Agreement with certain stockholders identified in that agreement. The filing states that its terms are substantially the same as the form filed with the Registration Statement and described under "Certain Relationships and Related Party Transactions." The company also filed a second amended and restated certificate of incorporation with the Delaware Secretary of State on January 27, 2025, effective immediately before the IPO closing, after prior approval by its board and stockholders. The Board separately approved amended and restated bylaws, effective immediately after the IPO closing. The filing states that both documents are substantially the same as the forms filed with the Registration Statement. The filing contains no financial results, offering size, or pricing figures. Its significance for investors lies in the governance changes that took effect at the IPO closing: a new shareholders' agreement, a restated charter, and restated bylaws.

Jan 27, 2025