Venture Global Q3 revenue rises 43% to $4.76B
Plaquemines Phase 1 began post-COD sales, while CP2 Phase 2 obtained $8.6 billion in additional project financing.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
10-Q
Rhea-AI Filing Summary
Venture Global, Inc. (VG) reported third-quarter revenue of $4.756 billion, up 43% year over year, and income from operations of $2.295 billion, up 74%. LNG volumes sold were 465.8 TBtu, compared with 373.0 TBtu, and the weighted average price was $10.16 per MMBtu versus $8.92. Net income attributable to common stockholders was $2.546 billion, including a $1.368 billion gain on interest rate swaps; the year-earlier quarter included a $144 million loss on swaps.
For the first nine months, revenue was $13.933 billion versus $9.324 billion, operating cash flow was $4.743 billion versus $4.455 billion, and capital expenditures were $10.742 billion. Phase 2 of the CP2 Project reached FID in March and obtained $8.6 billion in additional project financing; total CP2 credit facility commitments were $20.7 billion.
On October 31, 2026, Plaquemines Project Phase 1 declared COD and began LNG sales under its post-COD SPAs. Venture Global took delivery of an LNG tanker in September, bringing its owned fleet to eight.
2 points · 0 major0 major · 0 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointThird-quarter revenue rose 43% to $4.756 billion year over year.
- Minor pointCommon-stock dividends declared were $0.040 per share in Q3, compared with $0.018 per share in each of Q1 and Q2.
Negative
- None.
Filing Explained
At
Key Figures
Third-quarter revenue: $4.756 billion
Third-quarter income from operations: $2.295 billion
Net income attributable to common stockholders: $2.546 billion
+5 more
8 metrics
Third-quarter revenue
$4.756 billion
Three months ended September 30, 2026; $3.329 billion in 2025
Third-quarter income from operations
$2.295 billion
Three months ended September 30, 2026; $1.320 billion in 2025
Net income attributable to common stockholders
$2.546 billion
Three months ended September 30, 2026; $429 million in 2025
LNG volumes sold
465.8 TBtu
Three months ended September 30, 2026; 373.0 TBtu in 2025
Weighted average price of LNG volumes sold
$10.16 per MMBtu
Three months ended September 30, 2026; $8.92 per MMBtu in 2025
Nine-month revenue
$13.933 billion
Nine months ended September 30, 2026; $9.324 billion in 2025
Net cash from operating activities
$4.743 billion
Nine months ended September 30, 2026; $4.455 billion in 2025
Capital expenditures
$10.742 billion
Nine months ended September 30, 2026
Key Terms
COD, commissioning cargos, FID, post-COD SPAs
4 terms
COD technical
"Plaquemines Project declared COD"
commissioning cargos financial
"Proceeds from the sale of commissioning cargos are recognized"
FID technical
"Phase 2 of the CP2 Project achieved FID"
A Final Investment Decision (FID) is the formal approval by a company or project partners to commit the money and contracts needed to build and operate a major project, such as a factory, mine, pipeline, or energy plant. For investors it’s a clear signal that the project is considered bankable and will move from planning to construction and spending, which affects future cash flow, construction risk and the company’s capital needs—like a family signing a mortgage to start building a house.
post-COD SPAs financial
"commenced the sale of LNG under its post-COD SPAs"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were VG's revenue and operating income in Q3 2026?
VG reported $4.756 billion in revenue and $2.295 billion in income from operations for the three months ended September 30, 2026. Revenue was up 43% and income from operations was up 74% compared with the same quarter in 2025.
When did VG's Plaquemines Project begin commercial operations?
Plaquemines Project Phase 1 declared COD on October 31, 2026 and commenced LNG sales under its post-COD SPAs with phase one customers. The project is Venture Global's second LNG export facility.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
OR
Commission file number 001-42486
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) | |||||||||||||
| (Address of Principal Executive Offices) | ||||||||||||||
( | ||||||||||||||
| (Registrant’s telephone number, including area code) | ||||||||||||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||||||||
Securities registered pursuant to Section 12(g) of the Act: None | ||||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐ | Smaller reporting company | |||||||
Emerging growth company | ||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of October 30, 2026, the number of shares of the registrant’s Class A common stock outstanding was 549,044,584 , and the number of shares of the registrant’s Class B common stock outstanding was 1,968,604,458 .
TABLE OF CONTENTS
| Page | |||||
Glossary of Key Terms | 1 | ||||
Cautionary Statement Regarding Forward-Looking Statements | 3 | ||||
PART I | |||||
Item 1. Financial Statements | 5 | ||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 31 | ||||
Item 3. Quantitative and Qualitative Disclosures about Market Risk | 52 | ||||
Item 4. Controls and Procedures | 53 | ||||
PART II | |||||
Item 1. Legal Proceedings | 54 | ||||
Item 1A. Risk Factors | 55 | ||||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 57 | ||||
Item 3. Defaults Upon Senior Securities | 57 | ||||
Item 4. Mine Safety Disclosures | 57 | ||||
Item 5. Other Information | 57 | ||||
Item 6. Exhibits | 58 | ||||
Signatures | 60 | ||||
GLOSSARY OF KEY TERMS
Unless otherwise indicated or the context otherwise requires, as used in this Form 10-Q:
◦AI means artificial intelligence;
◦AI Utility means integrated data center and power infrastructure that is capable of supporting compute capacity with no reliance on the public electric grid;
◦Blackfin means Blackfin Pipeline, LLC, a joint venture between the Company, through its wholly-owned subsidiary Venture Global Midstream Holdings, LLC, and WhiteWater Development LLC, which is engaged in the development and construction of the Blackfin Pipeline;
◦Blackfin Credit Facilities means the project financing obtained by Blackfin, consisting of a senior secured term loan facility, or the Blackfin TLB Facility, a senior secured construction term loan facility, or the Blackfin TLA Facility, and a senior secured working capital facility, or the Blackfin Working Capital Facility;
◦Blackfin Pipeline means an approximately 3.3 Bcf/d natural gas pipeline system linking Colorado County to Jasper County in Texas;
◦COD means the commercial operations date, which is the first day of commercial operations at a project or a phase of a project, as applicable, as specifically defined in the relevant post-COD SPAs, and which does not occur unless and until: (i) all of the facilities comprising the relevant project, or phase thereof, have been completed and commissioned, including any ramp up period, (ii) the project or phase thereof is capable of delivering LNG in sufficient quantities and necessary quality to perform all of its obligations under such post-COD SPAs, and (iii) the applicable project company has notified the customer under the post-COD SPAs;
◦commercial operations means the production period commencing after the occurrence of COD at a project or a phase of a project, as applicable;
◦commissioning or commissioning phase means, with respect to our LNG projects, the phase of development where our facilities undergo certain required performance and reliability testing, which includes: (i) the sequential start-up and testing of certain key equipment (e.g., liquefaction trains) as it is installed during construction and (ii) the testing and tuning of the fully integrated LNG project after all key equipment and modules have passed their individual performance tests;
◦commissioning cargos means the LNG cargos produced by us during the commissioning phase of an LNG project, which commence once a project produces its first quantities of LNG and end once a project, or phase thereof, achieves COD. Proceeds from the sale of commissioning cargos are recognized in our financial statements as a reduction to the cost basis of construction in progress until assets are placed in service from an accounting perspective, the timing of which may differ from COD. After assets are placed in service from an accounting perspective, the proceeds are recognized as revenue;
◦commodity fees means the volume weighted average portion of the fees associated with LNG sold during a relevant period indexed to Henry Hub;
◦Company, we, our, us or similar terms mean Venture Global, Inc. and its subsidiaries, collectively;
◦Contracted SPAs means post-COD SPAs and Firm-start SPAs;
◦costs of feed gas means the costs of natural gas indexed to Henry Hub and transportation costs (including costs to supply feed gas to less liquid delivery locations, or basis differentials);
◦DOE means the United States Department of Energy;
◦EPC means engineering, procurement and construction;
◦EU means the European Union;
◦FDDEI means foreign-derived deduction-eligible income, which is defined under U.S. Internal Revenue Code §250;
◦FERC means the Federal Energy Regulatory Commission;
◦FID means the final investment decision with respect to the development of a project or a phase thereof, which, with respect to an LNG project, requires that the project has secured (i) all of the debt and equity financing arrangements necessary to fully construct, commission, and operate such project or phase thereof and (ii) all of the necessary permits to construct, operate, and export LNG;
◦Firm-start SPAs means SPAs entered into in which the obligation to deliver LNG begins as of a pre-established future date (as opposed to post-COD of a certain project or phase thereof);
◦fixed liquefaction fee means the volume weighted average of the fixed liquefaction fees associated with LNG sold during a relevant period, excluding commodity fees;
1
◦FTA means a free trade agreement;
◦GAAP means generally accepted accounting principles in the United States;
◦Henry Hub means the final settlement price (in $ per MMBtu) for the New York Mercantile Exchange’s Henry Hub natural gas futures contract for the month in which a relevant cargo’s delivery window is scheduled to begin;
◦ICC means the International Chamber of Commerce, International Court of Arbitration;
◦IEEPA means the International Emergency Economic Powers Act;
◦IPO means our initial public offering of Class A common stock, par value $0.01 per share, that we completed on January 27, 2025;
◦liquefaction fee means the portion of our LNG sales price that is a fixed liquefaction fee or a fee indexed to foreign gas markets, exclusive of an actual or implied commodity fee;
◦liquefaction train or train means a liquefaction production unit that cools natural gas to a liquid state;
◦LNG means liquefied natural gas, or methane, supercooled to -260°F and converted into a liquid state, which reduces it to 1/600th of its original volume, enabling large quantities of natural gas to be loaded and shipped by LNG tankers;
◦LNG Commissioning Sales Agreements means short- or mid-term sales agreements under which commissioning cargos are sold at prevailing market prices when executed;
◦LNG volumes sold means LNG delivered to customers and recognized in results of operations;
◦MMBtu means million British thermal units;
◦mtpa means million tonnes per annum, a common unit of measurement for annual LNG production;
◦MW means megawatt or one million watts, a unit of power;
◦nameplate capacity means, unless the context otherwise requires, the conservative measure of LNG production capability, based on vendor guaranteed LNG output, of each of our facilities;
◦natural gas means any hydrocarbons that are gaseous at standard temperature and pressure;
◦natural gas supply contracts means natural gas forward purchase contracts for the supply of feed gas to our projects;
◦post-COD SPA means an SPA for the sale and purchase of LNG after COD has occurred for a particular project or phase thereof;
◦projects means our existing and proposed LNG facilities and related assets, including the Calcasieu Project, the Plaquemines Project, the CP2 Project, the CP3 Project and any bolt-on expansions to such projects, including the Plaquemines Expansion Project and the CP2 Expansion Project;
◦regasification means the process of heating LNG to convert it from a liquid to gaseous state after the LNG is offloaded from an LNG tanker;
◦SEC means the U.S. Securities and Exchange Commission;
◦SOFR means the U.S. Secured Overnight Financing Rate;
◦SPA means LNG sales and purchase agreement;
◦TBtu means trillion British thermal units;
◦TTF means the Title Transfer Facility index for natural gas in Europe;
◦U.S. means United States of America;
◦VG Commodities means Venture Global Commodities, LLC;
◦VGLNG means Venture Global LNG, Inc., a wholly-owned direct subsidiary of Venture Global, Inc.;
◦VGLNG Long-Term Revolver means the senior secured credit facility obtained by VGLNG;
◦VGSH means Venture Global Shipping Holdings, LLC; and
◦Weighted average price of LNG volumes sold means contracted sales prices, generally consisting of a liquefaction fee and a commodity fee.
2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Form 10-Q contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements, other than statements of historical facts, included herein are “forward-looking statements.” In some cases, forward-looking statements can be identified by terminology such as “may,” “might,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” the negative of such terms, or other comparable terminology.
These forward-looking statements, which are subject to risks, uncertainties, assumptions about us, and other important factors may include projections of our future financial performance, expectations regarding the development, construction, commissioning and completion of our projects, estimates of the cost of our projects and schedule to construct and commission our projects, our anticipated growth strategies and anticipated trends impacting our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. Those factors include the following:
•our potential inability to maintain profitability, maintain positive operating cash flow and ensure adequate liquidity in the future, including as a result of the significant uncertainty in our ability to generate proceeds and the amount of proceeds that will regularly be received from sales of uncontracted commissioning cargos and excess cargos due to volatility and variability in the LNG markets;
•our need for significant additional capital to construct and complete our projects, including some of our existing projects, future projects, potential bolt-on expansions and related assets, and our potential inability to secure such financing on acceptable terms, or at all;
•our potential inability to construct or operate all of our proposed LNG facilities or pipelines or any additional LNG facilities or pipelines beyond those currently planned, including any of the bolt-on expansion opportunities which we have identified, and to produce LNG in excess of our nameplate capacity, which could limit our growth prospects, including as a result of delays in obtaining regulatory approvals or inability to obtain requisite regulatory approvals to complete construction during our estimated development periods;
•significant operational risks related to our natural gas liquefaction and export projects, including our existing projects and any potential bolt-on expansions, any future projects we develop, our pipelines, our LNG tankers, and our regasification terminal usage rights;
•our potential inability to accurately estimate costs for our projects, and the risk that the construction and operations of natural gas pipelines and pipeline connections for our projects suffer cost overruns and delays related to obtaining regulatory approvals, development risks, labor costs, unavailability of skilled workers, operational hazards and other risks;
•the uncertainty regarding the future of international trade agreements and the United States’ position on international trade, including the effects of tariffs, as well as the effects of ongoing legal challenges to tariffs and reimbursements of tariffs;
•our current and potential involvement in disputes and legal proceedings, including the arbitrations and other proceedings currently pending against us and the possibility and magnitude of negative outcomes in any such dispute or proceeding and the potential impact thereof on our results of operations, liquidity and our existing contracts;
•our potential inability to enter into the necessary contracts to construct our projects, or any potential bolt-on expansion, on a timely basis or on terms that are acceptable to us;
•our potential inability to enter into Contracted SPAs with customers for, or to otherwise sell, an adequate portion of the total expected nameplate capacity at our existing projects, any potential bolt-on expansions, or any future projects we develop;
3
•our dependence on our EPC and other contractors and suppliers for the successful completion of our projects and delivery of our LNG tankers, including the potential inability of our contractors to perform their obligations under their contracts;
•various economic and political factors, including opposition by environmental or other public interest groups, or the lack of local government and community support required for our projects, which could negatively affect the permitting status, timing or overall development, construction and operation of our projects;
•the effects of FERC regulation on our interstate natural gas pipelines and their FERC gas tariffs;
•the risk that the natural gas liquefaction system and mid-scale design we utilize at our projects will not achieve the level of performance or other benefits that we anticipate;
•potential additional risks arising from the duration of and the phased commissioning start-up of our projects;
•the potential risk that our customers or we may terminate our SPAs if certain conditions are not met or for other reasons;
•potential decreases in the price of natural gas and its related impact on our ability to pay the cost of gas transportation, the payment of a premium by us for feed gas relative to the contractual price we charge our customers, or other impacts to the price of natural gas resulting from geopolitical and inflationary pressures, including from the disruption in international oil and natural gas supply chains caused by the ongoing conflict in Iran and decline in commercial vessel traffic in the Strait of Hormuz;
•the potential negative impacts of seasonal fluctuations on our business;
•the risks related to the development and/or contracting for additional gas transportation capacity to support the operation and expansion capacity of our LNG projects;
•the risks related to the management and operation of our LNG tanker fleet and our future regasification terminal usage rights;
•the risks related to our potential expansion into data center infrastructure for compute and AI utility, as well as our ability to compete in this rapidly evolving industry;
•the potential effects of existing and future environmental and similar laws and governmental regulations on compliance costs, operating and/or construction costs and restrictions;
•our potential inability to obtain, maintain or comply with necessary permits or approvals from governmental and regulatory agencies on which the construction of our projects depends, including as a result of opposition by environmental and other public interest groups;
•our indebtedness levels, and the fact that we may be able to incur substantially more indebtedness, which may increase the risks created by our substantial indebtedness; and
•risks related to other factors discussed under Item 1A.—Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2025 and under Item 1A.—Risk Factors of this Form 10-Q.
In addition, new risks emerge from time to time as we operate in a very competitive and rapidly changing business environment. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Given these uncertainties, you should not place undue reliance on these forward-looking statements.
All such factors are difficult to predict, contain uncertainties that may materially affect actual results and may be beyond our control. New factors emerge from time to time, and it is not possible for management to predict all such factors or to assess the impact of each such factor on us.
Any forward-looking statement speaks only as of the date on which such statement is made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made except as required by the federal securities laws. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us.
4
PART I
ITEM 1. FINANCIAL STATEMENTS
5
VENTURE GLOBAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share information)
(unaudited)
| September 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Accounts receivable | |||||||||||
| Inventory, net | |||||||||||
| Derivative assets | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Right-of-use assets | |||||||||||
| Noncurrent restricted cash | |||||||||||
| Deferred financing costs | |||||||||||
| Noncurrent derivative assets | |||||||||||
| Other noncurrent assets | |||||||||||
| TOTAL ASSETS | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued and other liabilities | |||||||||||
| Current portion of debt, net | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, net | |||||||||||
| Noncurrent operating lease liabilities | |||||||||||
| Deferred tax liabilities, net | |||||||||||
| Other noncurrent liabilities | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (Note 12) | |||||||||||
| Redeemable stock of subsidiary | |||||||||||
| Equity | |||||||||||
| Venture Global, Inc. stockholders' equity | |||||||||||
Class A common stock, par value $ | |||||||||||
Class B common stock, par value $ | |||||||||||
| Additional paid in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total Venture Global, Inc. stockholders' equity | |||||||||||
| Non-controlling interests | |||||||||||
| Total equity | |||||||||||
| TOTAL LIABILITIES AND EQUITY | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
VENTURE GLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share information)
(unaudited)
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| REVENUE | $ | $ | $ | $ | |||||||||||||||||||
| OPERATING EXPENSE | |||||||||||||||||||||||
| Cost of sales (exclusive of depreciation and amortization shown separately below) | |||||||||||||||||||||||
| Operating and maintenance expense | |||||||||||||||||||||||
| General and administrative expense | |||||||||||||||||||||||
| Development expense | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Total operating expense | |||||||||||||||||||||||
| INCOME FROM OPERATIONS | |||||||||||||||||||||||
| OTHER INCOME (EXPENSE) | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Gain (loss) on interest rate swaps | ( | ( | |||||||||||||||||||||
| Loss on financing transactions | ( | ( | ( | ( | |||||||||||||||||||
| Loss on foreign currency transactions | ( | ( | ( | ||||||||||||||||||||
| Total other income (expense) | ( | ( | |||||||||||||||||||||
| INCOME BEFORE INCOME TAX EXPENSE | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| NET INCOME | |||||||||||||||||||||||
Less: Net income attributable to redeemable stock of subsidiary | |||||||||||||||||||||||
| Less: Net income attributable to non-controlling interests | |||||||||||||||||||||||
Less: Dividends on VGLNG Series A Preferred Shares | |||||||||||||||||||||||
| NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | $ | $ | $ | |||||||||||||||||||
| BASIC EARNINGS PER SHARE | |||||||||||||||||||||||
| Net income attributable to common stockholders per share—basic | $ | $ | $ | $ | |||||||||||||||||||
Weighted average number of shares of common stock outstanding—basic | |||||||||||||||||||||||
| DILUTED EARNINGS PER SHARE | |||||||||||||||||||||||
| Net income attributable to common stockholders per share—diluted | $ | $ | $ | $ | |||||||||||||||||||
Weighted average number of shares of common stock outstanding—diluted | |||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
VENTURE GLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
(unaudited)
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| NET INCOME | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||
| Cash flow hedges, net | |||||||||||||||||||||||
Reclassification to earnings, net of income tax expense of $ | |||||||||||||||||||||||
| COMPREHENSIVE INCOME | |||||||||||||||||||||||
Less: Comprehensive income attributable to redeemable stock of subsidiary | |||||||||||||||||||||||
| Less: Comprehensive income attributable to non-controlling interests | |||||||||||||||||||||||
| Less: Dividends on VGLNG Series A Preferred Shares | |||||||||||||||||||||||
| COMPREHENSIVE INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
VENTURE GLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in millions)
(unaudited)
| Stockholders' equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock | Additional paid in capital | Retained earnings | Accumulated other comprehensive loss | Total stockholders' equity | Non-controlling interests | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A | Class B | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Par value | Shares | Par value | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared on common stock ($ | — | — | — | — | — | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Subsidiary distributions | — | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AT MARCH 31, 2026 | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared on common stock ($ | — | — | — | — | — | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Subsidiary distributions | — | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AT JUNE 30, 2026 | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared on common stock ($ | — | — | — | — | — | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Subsidiary distributions | — | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AT SEPTEMBER 30, 2026 | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Stockholders' equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock | Additional paid in capital | Retained earnings | Accumulated other comprehensive loss | Total stockholders' equity | Non-controlling interests | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A | Class B | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Par value | Shares | Par value | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ( | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Subsidiary dividends and distributions | — | — | — | — | — | ( | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Class A common stock to Class B common stock | ( | ( | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock, net | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AT MARCH 31, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Subsidiary distributions | — | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AT JUNE 30, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared on common stock ($ | — | — | — | — | — | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Subsidiary distributions | — | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AT SEPTEMBER 30, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
9
VENTURE GLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
| Nine months ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| OPERATING ACTIVITIES | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash from operating activities: | |||||||||||
| (Gain) loss on derivatives, net | ( | ||||||||||
| Cash from settlement of derivatives, net | |||||||||||
| Loss on financing transactions | |||||||||||
| Deferred taxes | |||||||||||
| Non-cash interest expense | |||||||||||
| Depreciation and amortization | |||||||||||
| Stock-based compensation | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Inventory | ( | ( | |||||||||
| Prepaid expenses and other current assets | ( | ( | |||||||||
| Accounts payable and accrued liabilities | ( | ||||||||||
| Other, net | ( | ( | |||||||||
| Net cash from operating activities | |||||||||||
| INVESTING ACTIVITIES | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Other investing activities, net | |||||||||||
| Net cash used by investing activities | ( | ( | |||||||||
| FINANCING ACTIVITIES | |||||||||||
| Issuance of debt and draws on credit facilities | |||||||||||
| IPO issuance of Class A common stock | |||||||||||
| Repayment of debt | ( | ( | |||||||||
| Redemption of CP Funding Redeemable Preferred Units | ( | ||||||||||
| Financing and issuance costs | ( | ( | |||||||||
| Payments of subsidiary dividends and distributions | ( | ( | |||||||||
| Payments of dividends on common stock | ( | ( | |||||||||
| Other financing activities, net | ( | ||||||||||
| Net cash from financing activities | |||||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | ( | ||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | |||||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Table of contents
VENTURE GLOBAL, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - General
Venture Global, Inc. is a Delaware corporation formed on September 19, 2023. As used in these condensed consolidated financial statements, unless the context otherwise requires, references to the "Company," refer to Venture Global, Inc. and its consolidated subsidiaries, whereas references to "Venture Global" refer to Venture Global, Inc., but not its subsidiaries.
The Company is a liquefied natural gas ("LNG") company engaged in the development, construction, ownership, and operation of LNG production facilities and associated infrastructure along the U.S. Gulf Coast. Venture Global's integrated business model spans natural gas supply, transportation, liquefaction, export, shipping and regasification, enabling the Company to deliver LNG to global markets.
The Company currently has multiple LNG projects at varying stages of operation, construction or development. Each LNG project includes a liquefaction facility and export terminal and one or more associated pipelines that interconnect with several interstate and intrastate pipelines for delivery of natural gas into the associated liquefaction facility and export terminal. The Company is also developing expansion, or "bolt-on," projects at existing sites leveraging shared infrastructure under its standardized "design one, build many" development model. The Company's LNG projects include:
| Project Name | Stage of Development | |||||||
| Calcasieu Project | Operating | |||||||
| Plaquemines Project | Construction and Commissioning | |||||||
| Plaquemines Expansion Project | Development | |||||||
| CP2 Project | Construction | |||||||
CP2 Expansion Project | Development | |||||||
| CP3 Project | Development | |||||||
The Company is also developing and constructing complementary pipeline systems to support gas transportation for its LNG projects. In addition, the Company has acquired and operates a fleet of LNG tankers to deliver LNG directly to customers through its sales and shipping business and has secured regasification capacity in key import markets to facilitate downstream sales and enhance its vertically integrated platform.
Basis of presentation and consolidation
The accompanying condensed consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments considered necessary for fair presentation, have been included. Interim results are not necessarily indicative of results for a full year. The accompanying condensed consolidated financial statements are unaudited and should be read in conjunction with the 2025 audited consolidated financial statements and notes thereto, which are included in the Company's Annual Report on Form 10-K filed with the SEC on March 2, 2026. Except for per share amounts or as otherwise specified, dollar amounts presented within tables are stated in millions.
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Table of contents
VENTURE GLOBAL, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Use of estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and the accompanying notes. While management believes that the estimates and assumptions used in the preparation of the condensed consolidated financial statements are appropriate, actual results could differ from those estimates.
Note 2 – Restricted Cash
The following table summarizes the components of restricted cash:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Current restricted cash | |||||||||||
Debt service reserves | $ | $ | |||||||||
| Other project reserves | |||||||||||
| Total current restricted cash | $ | $ | |||||||||
| Noncurrent restricted cash | |||||||||||
| Construction reserves | $ | $ | |||||||||
Debt service reserves | |||||||||||
| Total noncurrent restricted cash | $ | $ | |||||||||
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets to the condensed consolidated statements of cash flows:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Current restricted cash | |||||||||||
| Noncurrent restricted cash | |||||||||||
Cash, cash equivalents, and restricted cash per the condensed consolidated statements of cash flows | $ | $ | |||||||||
Note 3 – Revenue from Contracts with Customers
The following table summarizes the disaggregation of revenue earned from contracts with customers:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| LNG revenue | $ | $ | $ | $ | |||||||||||||||||||
| Other revenue | |||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
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VENTURE GLOBAL, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Transaction price allocated to future performance obligations
Because many of the Company's sales contracts have long-term durations, the Company is contractually entitled to significant future consideration which it has not yet recognized as revenue. The following table discloses the aggregate amount of the transaction price, including variable consideration, that is allocated to performance obligations for legally enforceable sales agreements that have not yet been satisfied, excluding all performance obligations of contracts that have an expected duration of one year or less (dollar amounts in billions):
| September 30, 2026 | |||||||||||
Unsatisfied transaction price(a) | Weighted average recognition timing (in years) | ||||||||||
| LNG revenue | $ | ||||||||||
____________
(a) A portion of the transaction price is based on the forecasted Henry Hub index as of September 30, 2026.
Note 4 – Inventory
The following table summarizes the components of inventory:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Spare parts and materials | $ | $ | |||||||||
| LNG | |||||||||||
| LNG in-transit | |||||||||||
| Other | |||||||||||
| Total inventory, net | $ | $ | |||||||||
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Table of contents
VENTURE GLOBAL, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 5 – Property, Plant and Equipment
The following table presents the components of property, plant and equipment, net and their estimated total useful lives (in years):
| Estimated useful life | September 30, 2026 | December 31, 2025 | |||||||||||||||
Terminal and interconnected pipeline facilities(a) | $ | $ | |||||||||||||||
| Construction in progress | N/A | ||||||||||||||||
| Advanced equipment and construction payments | N/A | ||||||||||||||||
| LNG tankers | |||||||||||||||||
Other(b) | |||||||||||||||||
Total property, plant and equipment at cost | |||||||||||||||||
| Accumulated depreciation | ( | ( | |||||||||||||||
| Total property, plant and equipment, net | $ | $ | |||||||||||||||
____________
(a) In the third quarter of 2025, the Company became reasonably certain to exercise renewal options for certain land leases, which extended the remaining lease terms and the estimated useful lives of the related terminal assets. This resulted in a $181 million reduction to depreciation expense, or a $0.07
The following table presents depreciation expense recognized on the condensed consolidated statements of operations:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Depreciation expense | $ | $ | $ | $ | |||||||||||||||||||
Note 6 – Leases
Operating leases consist primarily of leased land, LNG tankers, and office space and facilities. Finance leases consist primarily of leased marine vessels and a bridge.
The following table presents the line item classification of right-of-use assets and lease liabilities on the condensed consolidated balance sheets:
| Line item | September 30, 2026 | December 31, 2025 | |||||||||||||||
| Right-of-use assets—operating | Right-of-use assets | $ | $ | ||||||||||||||
| Right-of-use assets—finance, net | Property, plant and equipment, net | ||||||||||||||||
| Total right-of-use assets | $ | $ | |||||||||||||||
| Accrued and other liabilities | $ | $ | |||||||||||||||
| Accrued and other liabilities | |||||||||||||||||
| Noncurrent operating lease liabilities | Noncurrent operating lease liabilities | ||||||||||||||||
| Other noncurrent liabilities | |||||||||||||||||
| Total lease liabilities | $ | $ | |||||||||||||||
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VENTURE GLOBAL, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The Company's lease costs are presented in various line items consistent with the underlying nature of the lease. The following table presents the components of total lease costs included in the condensed consolidated statements of operations:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Operating lease cost | $ | $ | $ | $ | ||||||||||||||||||||||
| Finance lease cost | ||||||||||||||||||||||||||
| Total lease cost | $ | $ | $ | $ | ||||||||||||||||||||||
Note 7 – Accrued and Other Liabilities
Components of accrued and other liabilities included:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Construction and equipment costs | $ | $ | |||||||||
| Natural gas purchases | |||||||||||
| Interest | |||||||||||
| Compensation | |||||||||||
| Other | |||||||||||
| Total accrued and other liabilities | $ | $ | |||||||||
Note 8 – Debt
The following table summarizes outstanding debt:
| Maturity | September 30, 2026 | December 31, 2025 | |||||||||||||||
| Fixed rate: | |||||||||||||||||
VGLNG Senior Secured Notes(a) | 2029 - 2036 | $ | $ | ||||||||||||||
VGCP Senior Secured Notes(b) | 2029 - 2036 | ||||||||||||||||
VGPL Senior Secured Notes(c) | 2030 - 2036 | ||||||||||||||||
Other fixed rate debt(d) | 2029 | ||||||||||||||||
| Variable rate: | |||||||||||||||||
Calcasieu Funding TLB Facility(e) | 2033 | ||||||||||||||||
Plaquemines Credit Facilities(f) | 2029 | ||||||||||||||||
CP2 Credit Facilities(g) | 2032 | ||||||||||||||||
CP2 Holdings EBL Facilities(h) | 2028 | ||||||||||||||||
Blackfin Credit Facilities(i) | 2030 - 2032 | ||||||||||||||||
VG Shipping Facility(j) | 2032 | ||||||||||||||||
VGLNG Short-Term Revolver(k) | 2027 | ||||||||||||||||
| Calcasieu Pass Credit Facilities | 2026 | ||||||||||||||||
| Total outstanding debt | |||||||||||||||||
| Less: Unamortized debt discount, premium and issuance costs | ( | ( | |||||||||||||||
| Total outstanding debt, net | |||||||||||||||||
| Less: Current portion of debt, net | ( | ( | |||||||||||||||
| Total long-term debt, net | $ | $ | |||||||||||||||
____________
(a)Secured on a pari passu basis by a first-priority security interest in substantially all assets held by Venture Global LNG, Inc. ("VGLNG") and VGLNG’s membership interests in certain material direct subsidiaries.
(b)Secured on a pari passu basis by a first-priority security interest in substantially all assets held by and membership interests in Venture Global Calcasieu Pass, LLC ("VGCP") and TransCameron Pipeline, LLC (“TCP”), and guaranteed by TCP.
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VENTURE GLOBAL, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(c)Secured on a pari passu basis by a first-priority security interest in substantially all assets held by and membership interests in Venture Global Plaquemines LNG, LLC ("VGPL") and Venture Global Gator Express, LLC (“Gator Express”), and guaranteed by Gator Express.
(d)Secured by a first-priority security interest in corporate property.
(e)Secured by a first-priority security interest in substantially all assets held by and membership interests in Calcasieu Pass Funding, LLC (“Calcasieu Funding”).
(f)Secured on a pari passu basis by a first-priority security interest in the assets that secure the VGPL Senior Secured Notes, and guaranteed by Gator Express.
(g)Secured by a first-priority security interest in substantially all assets held by and membership interests in Venture Global CP2 LNG, LLC ("CP2"), Venture Global CP Express, LLC (“CP Express”) and CP2 Procurement, LLC ("CP2 Procurement"), and guaranteed by CP2 Procurement and CP Express.
(h)Secured by a first-priority security interest in substantially all assets held by and membership interests in CP2 LNG Holdings, LLC ("CP2 Holdings").
(i)Secured on a pari passu basis by a first-priority security interest in substantially all assets held by and membership interests in Blackfin Pipeline, LLC ("Blackfin") and Blackfin Supply, LLC (“Blackfin Supply”), and guaranteed by Blackfin Pipeline Pledgor, LLC (“Blackfin Pledgor”) and Blackfin Supply.
(j)Secured by a first-priority security interest in substantially all assets held by and membership interests in Venture Global Shipping Holdings, LLC (“VGSH”) and each of its direct subsidiaries, and guaranteed by each subsidiary of VGSH.
(k)Secured on a pari passu basis by a first-priority security interest in the assets that secure the VGLNG Senior Secured Notes and the VGLNG senior secured credit facility (the "VGLNG Long-Term Revolver").
Construction term loans
The following table summarizes the commitments and available capacity under project construction term loan facilities which have not been fully drawn as of September 30, 2026.
| CP2 Construction Term Loan | Blackfin TLA Facility | VG Shipping Facility | ||||||||||||||||||
| Total commitments | $ | $ | $ | |||||||||||||||||
| Less: Outstanding balances | ||||||||||||||||||||
| Available commitments | $ | $ | $ | |||||||||||||||||
Working capital and revolving credit facilities
The following table summarizes the commitments and available capacity under outstanding working capital and revolving credit facilities as of September 30, 2026.
VGLNG Long-Term Revolver(a) | VGLNG Short-Term Revolver | Calcasieu Pass Working Capital Facility(b) | Plaquemines Working Capital Facility(c) | CP2 Working Capital Facility(d) | Blackfin Working Capital Facility(e) | |||||||||||||||||||||||||||||||||
| Total commitments | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||||||||
| Outstanding balances | ||||||||||||||||||||||||||||||||||||||
| Letters of credit issued | ||||||||||||||||||||||||||||||||||||||
| Available commitments | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Year of maturity | 2030 | 2027 | 2033 | 2029 | 2032 | 2030 | ||||||||||||||||||||||||||||||||
____________
(a)Secured on a pari passu basis by a first-priority security interest in the assets that secure the VGLNG Senior Secured Notes.
(b)Secured on a pari passu basis by a first-priority security interest in the assets that secure the VGCP Senior Secured Notes, and guaranteed by TCP. Facility amended in June 2026, see below for further discussion.
(c)Secured on a pari passu basis by a first-priority security interest in the assets that secure the VGPL Senior Secured Notes and the Plaquemines Construction Term Loan, and guaranteed by Gator Express.
(d)Secured on a pari passu basis by a first-priority security interest in the assets that secure the CP2 Construction Term Loan, and guaranteed by CP Express and CP2 Procurement.
(e)Secured on a pari passu basis with the Blackfin TLA Facility and Blackfin TLB Facility, and guaranteed by Blackfin Pledgor and Blackfin Supply.
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VENTURE GLOBAL, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Current year debt activity
VGLNG Short-Term Revolver
In September 2026, VGLNG, a wholly owned direct subsidiary of the Company, entered into a $3.0 billion 364-day senior secured credit facility (the "VGLNG Short-Term Revolver") due September 2027. The facility bears interest, at the Company's election, at either a U.S. Secured Overnight Financing Rate ("SOFR") based rate or base rate plus an applicable margin of 2.500 % and 1.500 %, respectively. The facility also includes a commitment fee of 0.350 % on undrawn amounts. Such margins and commitment fees are subject to certain step-downs if VGLNG obtains one or more investment grade credit ratings. The Company incurred $46 million of financing costs which will be amortized over the term of the credit facility. Proceeds from the VGLNG Short-Term Revolver are available to be used for general corporate purposes of VGLNG and its subsidiaries. VGLNG has two options to extend the maturity date of the VGLNG Short-Term Revolver by an additional 364 days per option, subject to the approval of the lenders. The VGLNG Short-Term Revolver can be voluntarily prepaid at any time without premium or penalty.
Blackfin TLB Facility
In August 2026, Blackfin, a controlled indirect subsidiary, repriced the outstanding $1.1 billion aggregate term loan B senior secured term loan facility ("Blackfin TLB Facility"), reducing the applicable margin by 50 basis points to 2.500 % and 1.500 %, at the Company's election of a SOFR-based rate or base rate, respectively. The transaction was accounted for as a partial debt extinguishment resulting in a $5 million loss on financing transactions during the nine months ended September 30, 2026.
VGLNG Senior Secured Notes
In June 2026, VGLNG issued $2.25 billion aggregate principal amount of senior secured notes in two series: (i) $1.125 billion of 6.375 % senior secured notes due December 2034 (the "VGLNG 2034 Notes") and (ii) $1.125 billion of 6.625 % senior secured notes due June 2036 (the "VGLNG 2036 Notes"). The Company incurred $29 million of financing costs which will be amortized over the term of the notes. Proceeds from the issuance were used to redeem in full the $2.25 billion outstanding 8.125 % senior secured notes due 2028 (the "VGLNG 2028 Notes"). The redemption was accounted for as a debt extinguishment and resulted in a $70 million loss on financing transactions, including a $46 million early redemption premium. VGLNG may redeem all or part of the VGLNG 2034 and VGLNG 2036 Notes at specified prices set forth in the respective governing indenture, plus accrued interest, as of the date of the redemption.
VG Shipping Facility
In June 2026, VGSH, a wholly owned indirect subsidiary of the Company, entered into a $1.5 billion variable rate senior secured term loan facility due June 2032 (the "VG Shipping Facility"). Borrowings under the VG Shipping Facility bear interest at a SOFR-based rate or a base rate, subject to a 0.000 % floor, plus a 2.000 % margin or 1.000 % margin, respectively. The facility also includes a commitment fee of 0.800 % on undrawn amounts. The Company incurred $44 million of financing costs which will be amortized over the term of the facility. Proceeds from the VG Shipping Facility were used to reimburse VGLNG for prior LNG tanker acquisition payments, fund certain reserve accounts, and pay transaction costs. The VG Shipping Facility can be voluntarily prepaid without premium or penalty.
Calcasieu Pass Working Capital Facility
In June 2026, VGCP, a controlled indirect subsidiary of the Company, refinanced the Calcasieu Pass Working Capital Facility and extended the maturity date from August 2026 to June 2033. The Company incurred $17 million of financing costs related to the refinancing which will be amortized over the remaining term of the facility.
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Table of contents
VENTURE GLOBAL, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Calcasieu Funding TLB Facility
In April 2026, Calcasieu Funding, a wholly owned indirect subsidiary of the Company, entered into a $1.75 billion variable rate senior secured term loan B facility due April 2033 (the "Calcasieu Funding TLB Facility"). The facility bears interest at the Company's election at either a SOFR-based rate or a base rate, plus an applicable margin of 3.250 % and 2.250 %, respectively. The Company incurred $49 million of financing costs, including $26 million as a debt discount, to be amortized over the term of the facility. A portion of the proceeds was used to redeem in full the $1.6 billion CP Funding Redeemable Preferred Units discussed in Note 14 – Redeemable Stock of Subsidiary, and to pay related transaction costs. The Calcasieu Funding TLB Facility can be voluntarily prepaid without premium or penalty.
VGCP Senior Secured Notes
In April 2026, VGCP issued $750 million aggregate principal amount of 6.000 % senior secured notes due May 2036 (the “VGCP 2036 Notes”). The Company incurred $14 million of financing costs which will be amortized over the term of the notes. Proceeds from the issuance, together with cash on hand, were used to prepay in full the $757 million outstanding under the Calcasieu Pass Construction Term Loan. The prepayment was accounted for as a debt extinguishment and resulted in a $2 million loss on financing transactions during the nine months ended September 30, 2026. VGCP may redeem all or part of the VGCP 2036 Notes at specified prices set forth in the respective governing indenture, plus accrued interest, as of the date of the redemption.
CP2 Holdings EBL Facilities
During the nine months ended September 30, 2026, CP2 Holdings, a wholly owned indirect subsidiary of the Company, repaid $1.9 billion outstanding under the CP2 Holdings EBL Facilities. The repayments were accounted for as partial debt extinguishments, resulting in losses on financing transactions of $27 million and $64 million for the three and nine months ended September 30, 2026, respectively.
Final Investment Decision ("FID") for Phase 2 of the CP2 Project
In March 2026, Phase 2 of the CP2 Project achieved FID. At FID, CP2, a wholly owned indirect subsidiary of the Company, amended and restated its CP2 Credit Facilities to obtain an additional $8.6 billion of project financing for the development and construction of Phase 2. The amendment increased (i) the CP2 Construction Term Loan by $7.9 billion to $19.1 billion and (ii) the CP2 Working Capital Facility by $750 million to $1.6 billion. As amended, the CP2 Credit Facilities provide aggregate commitments of $20.7 billion to fund a portion of the project costs for Phases 1 and 2 of the CP2 Project, as well as certain activities related to the CP2 Expansion Project. The Company incurred $334 million of financing costs which are being amortized over the term of the facilities. The CP2 Credit Facilities can be voluntarily prepaid at any time without premium or penalty.
Interest expense on debt
The following table presents total interest expense incurred on debt and other instruments:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Stated interest | $ | $ | $ | $ | |||||||||||||||||||
| Amortization of debt discounts, premiums and issuance costs | |||||||||||||||||||||||
| Other interest and fees | |||||||||||||||||||||||
| Total interest cost | |||||||||||||||||||||||
| Capitalized interest | ( | ( | ( | ( | |||||||||||||||||||
| Total interest expense, net | $ | $ | $ | $ | |||||||||||||||||||
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VENTURE GLOBAL, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 9 – Derivatives
Overview of derivative instruments
Interest rate swaps
The Company uses interest rate swaps to mitigate exposure to changes in interest payments on certain variable rate debt. None of the Company's interest rate swaps was designated as cash flow hedges as of September 30, 2026 or December 31, 2025.
The following table summarizes the Company's outstanding interest rate swaps, all of which receive variable rate compounding SOFR:
Outstanding notional as of | ||||||||||||||||||||||||||||||||
| Debt instrument | Latest maturity | Mandatory early termination | Pay fixed rate(a) | September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||
CP2 Credit Facilities(b) | 2050 | 2032 | $ | $ | ||||||||||||||||||||||||||||
| Plaquemines Credit Facilities | 2047 | 2029 | ||||||||||||||||||||||||||||||
| Blackfin Credit Facilities | 2047 | 2030 & 2032 | ||||||||||||||||||||||||||||||
| VG Shipping Facility | 2046 | 2032 | ||||||||||||||||||||||||||||||
| Calcasieu Funding TLB Facility | 2033 | N/A | ||||||||||||||||||||||||||||||
Calcasieu Pass Credit Facilities(c) | ||||||||||||||||||||||||||||||||
Total notional | $ | $ | ||||||||||||||||||||||||||||||
____________
(a)Represents a weighted-average fixed rate based on the maximum notional.
(b)The interest rate swaps associated with the CP2 Credit Facilities have a maximum notional of $14.5 billion.
(c)In April 2026, the Company fully settled the Calcasieu Pass Construction Term Loan and associated interest rate swaps. See Note 8 – Debt for further discussion.
Natural gas supply contracts
The Company has contracts to acquire the supply of feed gas for its LNG facilities ("natural gas supply contracts"). None of the Company's natural gas supply contracts was designated as normal purchases and normal sales or hedges as of September 30, 2026 or December 31, 2025.
The following table summarizes outstanding natural gas supply contracts recognized as derivatives (notional amount in millions of MMBtus):
Total notional as of | ||||||||||||||||||||
| Latest maturity | September 30, 2026 | December 31, 2025 | ||||||||||||||||||
| Natural gas supply contracts | 2039 | |||||||||||||||||||
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VENTURE GLOBAL, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Overview of results
The following table summarizes the fair value and classification of derivatives on the condensed consolidated balance sheets:
| Balance sheet location | September 30, 2026 | December 31, 2025 | |||||||||||||||
| Assets | |||||||||||||||||
| Interest rate swaps | Derivative assets | $ | $ | ||||||||||||||
| Natural gas supply contracts | Derivative assets | ||||||||||||||||
| Interest rate swaps | Noncurrent derivative assets | ||||||||||||||||
| Natural gas supply contracts | Noncurrent derivative assets | ||||||||||||||||
| Total assets | $ | $ | |||||||||||||||
| Liabilities | |||||||||||||||||
| Interest rate swaps | Accrued and other liabilities | $ | $ | ||||||||||||||
| Natural gas supply contracts | Accrued and other liabilities | ||||||||||||||||
| Interest rate swaps | Other noncurrent liabilities | ||||||||||||||||
| Natural gas supply contracts | Other noncurrent liabilities | ||||||||||||||||
| Total liabilities | $ | $ | |||||||||||||||
The following table presents the gross and net fair value of outstanding derivatives:
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||
| Gross balance | Balance subject to netting | Net balance | Gross balance | Balance subject to netting | Net balance | |||||||||||||||||||||||||||||||||
| Derivative assets | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
Derivative liabilities | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
The following table presents the pre-tax gain (loss) of derivative instruments recognized in earnings:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||||||||
| Line item | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Natural gas supply contracts | Cost of sales | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||||
| Natural gas supply contracts | Development expense | ||||||||||||||||||||||||||||
| Interest rate swaps | Gain (loss) on interest rate swaps | ( | ( | ||||||||||||||||||||||||||
Credit-risk related contingent features
Interest rate swaps
The interest rate swap agreements include cross default provisions that could trigger default under the swaps if the Company defaults on certain indebtedness, potentially requiring settlement of net derivative liability positions with counterparties. As of September 30, 2026, the Company had not posted collateral under these agreements and was not in default under any related provisions. There were no interest rate swaps with credit risk-related contingent features in a net liability position as of September 30, 2026.
Natural gas supply contracts
Certain natural gas supply contracts contain credit risk-related contingent features that could require additional collateral if the Company's credit ratings change. As of September 30, 2026, these contracts in a net
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VENTURE GLOBAL, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 10 – Fair Value Measurements
The following table presents financial assets and liabilities measured at fair value on a recurring basis and indicates their levels within the fair value hierarchy:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||||||||||||||
Money market funds(a) | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Interest rate swaps(b) | |||||||||||||||||||||||||||||||||||||||||||||||
Natural gas supply contracts(b) | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||||||||||||||
Interest rate swaps(c) | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Natural gas supply contracts(c) | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
_______________
(a)Included in cash and cash equivalents on the condensed consolidated balance sheets.
(b)Included in derivative assets and noncurrent derivative assets on the condensed consolidated balance sheets.
(c)Included in accrued and other liabilities and other noncurrent liabilities on the condensed consolidated balance sheets.
Interest rate swaps
The fair values of the Company's interest rate swaps are classified as Level 2 and determined using a discounted cash flow method that incorporates observable inputs. The fair value calculation includes a credit valuation adjustment and forward interest rate curves for the same periods of the future maturity dates of the interest rate swaps. For further discussion, see Note 9 – Derivatives.
Level 3 unobservable inputs
The Company measures the fair value of its natural gas supply contracts using income- or options-based valuation models that incorporate present value techniques, risk free interest rates, observable forward commodity price curves, and certain other significant unobservable inputs when applicable. Unobservable inputs may include implied forward curves for illiquid delivery locations and, when applicable, volatility assumptions derived from observed historical market data and adjusted for current market conditions, as well as counterparty credit risk adjustments.
Due to the uncertainty surrounding these inputs, certain natural gas supply contracts are classified as Level 3 in the fair value hierarchy. Changes in these assumptions could materially affect the estimated fair value of the contracts. For further discussion, see Note 9 – Derivatives.
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VENTURE GLOBAL, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following table includes quantitative information for the unobservable inputs for Level 3 natural gas supply contracts as of September 30, 2026 (natural gas price amounts in dollars):
| Valuation approach | Significant unobservable input | Range of significant unobservable input | Arithmetic average of significant unobservable input | |||||||||||||||||
| Discounted cash flow | Forward natural gas price per MMBtu(a) | $ | $ | |||||||||||||||||
| Option pricing model | Volatility | % | ||||||||||||||||||
____________
The following table provides a reconciliation of changes in the net fair value of derivative instruments measured at fair value on a recurring basis using Level 3 inputs:
| Three months ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Beginning balance as of July 1 | $ | ( | $ | ( | |||||||
| Total realized and unrealized gain included in earnings | |||||||||||
| Settlements | ( | ||||||||||
| Transfer out of Level 3 | |||||||||||
| Ending balance as of September 30 | $ | ( | $ | ( | |||||||
| Unrealized gain (loss) included in earnings | $ | ( | $ | ||||||||
| Nine months ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Beginning balance as of January 1 | $ | ( | $ | ||||||||
| Total realized and unrealized loss included in earnings | ( | ( | |||||||||
| Settlements | |||||||||||
| Transfer into Level 3 | ( | ||||||||||
| Transfer out of Level 3 | |||||||||||
| Ending balance as of September 30 | $ | ( | $ | ( | |||||||
| Unrealized loss included in earnings | $ | ( | $ | ( | |||||||
Other financial instruments
The following table presents the carrying value, fair value and fair value hierarchy of the outstanding principal balance of debt in the condensed consolidated balance sheets:
| September 30, 2026 | |||||||||||||||||||||||||||||
Carrying value | Fair value | ||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||
| Fixed rate debt | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Variable rate debt | |||||||||||||||||||||||||||||
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VENTURE GLOBAL, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| December 31, 2025 | |||||||||||||||||||||||||||||
Carrying value | Fair value | ||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||
Fixed rate debt | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Variable rate debt | |||||||||||||||||||||||||||||
Note 11 – Income Taxes
The Company's provision for income taxes is based on an estimated annual effective tax rate, plus discrete items. The Company's effective tax rate was 17.6 % and 17.7 % for the three and nine months ended September 30, 2026, respectively, and was different from the statutory income tax rate due to a combination of factors including stock option windfall tax benefits, the Foreign-Derived Deduction-Eligible Income ("FDDEI") deduction, non-deductible expenses, and research and development credits.
Note 12 – Commitments and Contingencies
Litigation
The Company is involved in certain claims, suits, and legal proceedings in the normal course of business. The Company accrues for litigation and claims when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. There can be no assurance that these accrued liabilities will be adequate to cover all existing and future claims or that the Company will have the liquidity to pay such claims as they arise.
Where no accrued liability has been recognized, it is reasonably possible that some matters could be decided unfavorably to the Company. This could require the Company to pay damages or make expenditures in amounts that could be material but could not be estimated as of September 30, 2026.
Disputes with certain customers under the Calcasieu Project's post-COD SPAs are accounted for under ASC 606, Revenue from Contracts with Customers. See Note 3 – Revenue from Contracts with Customers for discussion of certain disputes with customers.
Credit arrangements
The Company has entered into certain credit arrangements to secure the transportation and supply of natural gas, and regasification capacity. As of September 30, 2026, the maximum undiscounted potential exposure associated with these arrangements was $541 million. This amount is not currently recognized as a liability on the condensed consolidated balance sheets, and to date, no amounts have been drawn against these arrangements.
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VENTURE GLOBAL, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 13 – Equity
On January 27, 2025, the Company completed its IPO, issuing 70 million shares of Class A common stock, par value $0.01 , at $25.00 per share. Net proceeds were $1.7 billion after underwriting discounts, commissions and offering expenses totaling $80 million. Prior to the completion of the IPO, approximately 1.97
Note 14 – Redeemable Stock of Subsidiary
In August 2019, Calcasieu Funding issued 9 million redeemable preferred units (the "CP Funding Redeemable Preferred Units"). The CP Funding Redeemable Preferred Units incurred cumulative, quarterly distributions which were paid in cash or in-kind by increasing the face value of the CP Funding Redeemable Preferred Units. These distributions were recognized as net income attributable to redeemable stock of subsidiary on the condensed consolidated statements of operations.
In April 2026, Calcasieu Funding fully redeemed the CP Funding Redeemable Preferred Units for $1.6 billion with proceeds from the issuance of the Calcasieu Funding TLB Facility. The redemption removed the requirement to settle accrued distributions on the CP Funding Redeemable Preferred Units before distributing available cash to VGLNG or its affiliates. See Note 8 – Debt for further discussion.
The following table summarizes the change in redeemable stock of subsidiary on the condensed consolidated balance sheets:
| Three months ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Beginning balance as of July 1 | $ | $ | |||||||||
| Net income attributable to preferred units | |||||||||||
| Ending balance as of September 30 | $ | $ | |||||||||
| Nine months ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
Beginning balance as of January 1 | $ | $ | |||||||||
| Net income attributable to preferred units | |||||||||||
Redemption of preferred units | ( | ||||||||||
| Ending balance as of September 30 | $ | $ | |||||||||
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VENTURE GLOBAL, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 15 – Non-Controlling Interests
VGLNG Series A Preferred Shares
In September 2024, VGLNG issued 3 million Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock (the "VGLNG Series A Preferred Shares"). The VGLNG Series A Preferred Shares accumulate dividends at an annual rate of 9.000 %, or $90.00 a year per preferred share, and are payable semiannually if declared by the VGLNG board of directors. The following table summarizes accumulated but undeclared dividends on the VGLNG Series A Preferred Shares:
| Three months ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Beginning balance as of July 1 | $ | $ | |||||||||
| Dividends accumulated | |||||||||||
| Dividends declared and paid | ( | ( | |||||||||
| Ending balance as of September 30 | $ | $ | |||||||||
| Nine months ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Beginning balance as of January 1 | $ | $ | |||||||||
| Dividends accumulated | |||||||||||
| Dividends declared and paid | ( | ( | |||||||||
| Ending balance as of September 30 | $ | $ | |||||||||
Calcasieu Holdings
In August 2019, Calcasieu Pass Holdings, LLC ("Calcasieu Holdings"), a controlled indirect subsidiary of the Company, issued 4 million convertible preferred units (the "CP Holdings Convertible Preferred Units"), which represent third-party ownership in the net assets of Calcasieu Holdings.
Upon COD of the Calcasieu Project in April 2025, the CP Holdings Convertible Preferred Units converted into Class B common units of Calcasieu Holdings. This conversion was equal to approximately 23 % of the total outstanding common units of Calcasieu Holdings, reducing the Company's common equity interest in the Calcasieu Project to approximately 77 %.
Prior to COD, the CP Holdings Convertible Preferred Units paid a cumulative quarterly distribution recognized as net income attributable to non-controlling interests. Subsequent to COD, the Class B common units of Calcasieu Holdings are adjusted by the amount of earnings or other comprehensive income attributable to the Class B common unit ownership.
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VENTURE GLOBAL, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the changes in the third-party ownership in the net assets of Calcasieu Holdings:
| Three months ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Beginning balance as of July 1 | $ | $ | |||||||||
| Net income attributable to non-controlling interests | |||||||||||
| Other comprehensive income | |||||||||||
| Distributions | ( | ||||||||||
| Ending balance as of September 30 | $ | $ | |||||||||
| Nine months ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Beginning balance as of January 1 | $ | $ | |||||||||
Net income attributable to non-controlling interests | |||||||||||
Distributions | ( | ( | |||||||||
| Ending balance as of September 30 | $ | $ | |||||||||
Note 16 – Earnings per Share
Earnings per share is calculated using the two-class method and presented on a combined basis since the Company's Class A and Class B common stock have identical rights and privileges, except for voting rights.
The following table provides the computation of net income per share attributable to Class A and Class B common stock outstanding (share amounts in millions):
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||||||||
| Less: Net income attributable to redeemable stock of subsidiary | ||||||||||||||||||||||||||
| Less: Net income attributable to non-controlling interests | ||||||||||||||||||||||||||
| Less: Dividends on VGLNG Series A preferred shares | ||||||||||||||||||||||||||
| Net income attributable to common stockholders | $ | $ | $ | $ | ||||||||||||||||||||||
| Weighted average shares of common stock outstanding | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Dilutive stock options outstanding | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
Net income attributable to common stockholders per share—basic(a) | $ | $ | $ | $ | ||||||||||||||||||||||
Net income attributable to common stockholders per share—diluted(a) | $ | $ | $ | $ | ||||||||||||||||||||||
Anti-dilutive stock options excluded from diluted net income per share | ||||||||||||||||||||||||||
(a) Earnings per share may not recalculate exactly due to rounding.
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VENTURE GLOBAL, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 17 – Supplemental Cash Flow Information
The following table sets forth supplemental disclosure of cash flow information:
| Nine months ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
Accrued capital expenditures | $ | $ | |||||||||
| Cash paid for interest, net of amounts capitalized | |||||||||||
| Conversion of equity method investment to property, plant and equipment | |||||||||||
Right-of-use assets in exchange for new operating lease liabilities | |||||||||||
| Paid-in-kind distribution on redeemable stock of subsidiary | |||||||||||
Cash paid for operating leases | |||||||||||
Note 18 – Segment Information
The following tables present financial information by segment , including significant segment expenses regularly provided to the chief operating decision maker, and a reconciliation of segment income (loss) from operations to income before income tax expense on the condensed consolidated statements of operations for the periods indicated.
| Three months ended September 30, 2026 | |||||||||||||||||||||||||||||||||||
| Calcasieu Project | Plaquemines Project | CP2 Project | Sales and shipping | Corporate, other and eliminations | Total | ||||||||||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||||||||||||||
| Revenue from external customers | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Intersegment revenue | ( | — | |||||||||||||||||||||||||||||||||
| Total revenue | ( | ||||||||||||||||||||||||||||||||||
| Operating expense | |||||||||||||||||||||||||||||||||||
| Cost of sales | ( | ||||||||||||||||||||||||||||||||||
| Operating and maintenance expense | ( | ||||||||||||||||||||||||||||||||||
| General and administrative expense | |||||||||||||||||||||||||||||||||||
| Development expense | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||
| Total operating expense | ( | ||||||||||||||||||||||||||||||||||
| Income (loss) from operations | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||||||||||||||
| Interest expense, net | ( | ||||||||||||||||||||||||||||||||||
| Gain on interest rate swaps | |||||||||||||||||||||||||||||||||||
| Loss on financing transactions | ( | ||||||||||||||||||||||||||||||||||
| Income before income tax expense | $ | ||||||||||||||||||||||||||||||||||
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VENTURE GLOBAL, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| Three months ended September 30, 2025 | |||||||||||||||||||||||||||||||||||
| Calcasieu Project | Plaquemines Project | CP2 Project | Sales and shipping | Corporate, other and eliminations | Total | ||||||||||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||||||||||||||
| Revenue from external customers | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Intersegment revenue | ( | — | |||||||||||||||||||||||||||||||||
| Total revenue | ( | ||||||||||||||||||||||||||||||||||
| Operating expense | |||||||||||||||||||||||||||||||||||
| Cost of sales | ( | ||||||||||||||||||||||||||||||||||
| Operating and maintenance expense | ( | ||||||||||||||||||||||||||||||||||
| General and administrative expense | |||||||||||||||||||||||||||||||||||
| Development expense | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||
| Total operating expense | ( | ||||||||||||||||||||||||||||||||||
| Income (loss) from operations | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||||||||||||||
| Interest expense, net | ( | ||||||||||||||||||||||||||||||||||
| Loss on interest rate swaps | ( | ||||||||||||||||||||||||||||||||||
| Loss on financing transactions | ( | ||||||||||||||||||||||||||||||||||
Loss on foreign currency transactions | ( | ||||||||||||||||||||||||||||||||||
| Income before income tax expense | $ | ||||||||||||||||||||||||||||||||||
| Nine months ended September 30, 2026 | |||||||||||||||||||||||||||||||||||
| Calcasieu Project | Plaquemines Project | CP2 Project | Sales and shipping | Corporate, other and eliminations | Total | ||||||||||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||||||||||||||
| Revenue from external customers | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Intersegment revenue | ( | — | |||||||||||||||||||||||||||||||||
| Total revenue | ( | ||||||||||||||||||||||||||||||||||
| Operating expense | |||||||||||||||||||||||||||||||||||
| Cost of sales | ( | ||||||||||||||||||||||||||||||||||
| Operating and maintenance expense | ( | ||||||||||||||||||||||||||||||||||
| General and administrative expense | |||||||||||||||||||||||||||||||||||
| Development expense | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||
| Total operating expense | ( | ||||||||||||||||||||||||||||||||||
| Income (loss) from operations | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||||||||||||||
| Interest expense, net | ( | ||||||||||||||||||||||||||||||||||
| Gain on interest rate swaps | |||||||||||||||||||||||||||||||||||
| Loss on financing transactions | ( | ||||||||||||||||||||||||||||||||||
| Loss on foreign currency transactions | ( | ||||||||||||||||||||||||||||||||||
| Income before income tax expense | $ | ||||||||||||||||||||||||||||||||||
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VENTURE GLOBAL, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| Nine months ended September 30, 2025 | |||||||||||||||||||||||||||||||||||
| Calcasieu Project | Plaquemines Project | CP2 Project | Sales and shipping | Corporate, other and eliminations | Total | ||||||||||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||||||||||||||
| Revenue from external customers | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Intersegment revenue | ( | — | |||||||||||||||||||||||||||||||||
| Total revenue | ( | ||||||||||||||||||||||||||||||||||
| Operating expense | |||||||||||||||||||||||||||||||||||
| Cost of sales | ( | ||||||||||||||||||||||||||||||||||
| Operating and maintenance expense | ( | ||||||||||||||||||||||||||||||||||
| General and administrative expense | |||||||||||||||||||||||||||||||||||
| Development expense | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||
| Total operating expense | ( | ||||||||||||||||||||||||||||||||||
| Income (loss) from operations | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||||||||||||||
| Interest expense, net | ( | ||||||||||||||||||||||||||||||||||
| Loss on interest rate swaps | ( | ||||||||||||||||||||||||||||||||||
| Loss on financing transactions | ( | ||||||||||||||||||||||||||||||||||
Loss on foreign currency transactions | ( | ||||||||||||||||||||||||||||||||||
| Income before income tax expense | $ | ||||||||||||||||||||||||||||||||||
The following table presents the capital expenditures and total assets by segment for the periods indicated:
Capital expenditures(a) | Total assets | ||||||||||||||||||||||
| Nine months ended September 30, | September 30, 2026 | December 31, 2025 | |||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Calcasieu Project | $ | $ | $ | $ | |||||||||||||||||||
| Plaquemines Project | |||||||||||||||||||||||
| CP2 Project | |||||||||||||||||||||||
| Sales and shipping | |||||||||||||||||||||||
| Corporate, other and eliminations | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
____________
(a) Includes financed capital expenditures.
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VENTURE GLOBAL, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 19 – Recent Accounting Pronouncements
The following table provides a description of a recently issued accounting pronouncement that has not yet been adopted as of September 30, 2026. Accounting pronouncements not listed below were assessed and determined to not have a material impact to the condensed consolidated financial statements.
Standard | Description | Effect on the Company's condensed consolidated financial statements | ||||||||||||
ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) | In November 2024, the FASB issued ASU 2024-03, which enhances income statement disclosures. This requires public business entities to provide a tabular disclosure of relevant expense captions disaggregated into categories such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, and amounts that are already required to be disclosed under current GAAP, a qualitative description of the amounts remaining in the relevant expense captions that are not separately disaggregated and the total amount of selling expenses and, in annual periods, an entity's definition of selling expenses. The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The standard should be applied on a prospective basis, and retrospective application is permitted. | The Company is currently evaluating the impact on the financial statement disclosures. | ||||||||||||
Note 20 – Subsequent Events
On October 31, 2026, the first phase of the Plaquemines Project, our second LNG export facility, declared COD and commenced the sale of LNG under its post-COD SPAs with its phase one customers.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The condensed consolidated financial statements and the accompanying notes thereto, included in Item 1.—Financial Statements of this Form 10-Q, and discussion and analysis of our financial condition and results of operations should be read in conjunction with our Annual Report on Form 10-K filed with the SEC on March 2, 2026 (the “2025 Form 10-K“). In addition to historical condensed consolidated financial information, this Form 10-Q contains forward-looking statements that reflect our plans, estimates, and beliefs that involve significant risks, uncertainties, and other important factors. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to those differences include those discussed below and in the Cautionary Statement on Regarding Forward-Looking Statements in this Form 10-Q and elsewhere in Item 1A.—Risk Factors of our 2025 Form 10-K and in Item 1A.—Risk Factors of this Form 10-Q. As used herein, unless the context otherwise requires, references to the "Company," "we," "us," and "our" refer to Venture Global, Inc. and its consolidated subsidiaries. Except for per MMBtu amounts, or as otherwise specified, dollar amounts presented within tables are stated in millions.
Executive Summary
Our Consolidated Financial Results.
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Income from operations | $ | 2,295 | $ | 1,320 | $ | 5,634 | $ | 3,438 | |||||||||||||||
| LNG volumes sold (TBtu) | 465.8 | 373.0 | 1,413.0 | 930.5 | |||||||||||||||||||
Weighted average price of LNG volumes sold (per MMBtu) | |||||||||||||||||||||||
| Liquefaction fee | $ | 6.76 | $ | 5.38 | $ | 5.66 | $ | 6.23 | |||||||||||||||
Commodity fee | 3.40 | 3.54 | 4.15 | 3.86 | |||||||||||||||||||
Weighted average price of LNG volumes sold | $ | 10.16 | $ | 8.92 | $ | 9.81 | $ | 10.09 | |||||||||||||||
Our income from operations for the three months ended September 30, 2026 increased compared to the prior year primarily due to higher LNG sales volumes from the Plaquemines Project as commissioning activities progressed and LNG production ramped up, and higher weighted average LNG sales prices net of the costs of feed gas. These increases were partially offset by higher operating and maintenance expenses primarily associated with commissioning and the ramp up of LNG production at the Plaquemines Project and higher depreciation and amortization primarily due to placing assets in service from an accounting perspective throughout 2025 and 2026.
Our income from operations for the nine months ended September 30, 2026 increased compared to the prior year primarily due to higher sales volumes from the Plaquemines Project as commissioning activities progressed and LNG production ramped up, as well as lower development costs, primarily due to the fact that the CP2 Project was determined to be probable in 2025, after which most development costs were capitalized. These increases were partially offset by lower weighted average LNG sales prices net of the costs of feed gas, and higher net operating and maintenance expenses primarily associated with commissioning and the ramp up of LNG production at the Plaquemines Project, partially offset by lower remediation costs at the Calcasieu Project.
Our LNG Projects
Calcasieu Project. Our initial LNG export facility declared COD and commenced the sale of LNG to its customers under its post-COD SPAs on April 15, 2025. Prior to COD, the project sold LNG under LNG Commissioning Sales Agreements.
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Plaquemines Project. Production and LNG sales from our second LNG export facility continue to ramp up as construction and commissioning progress. In March 2026, the DOE approved our application to increase authorized exports to Non-FTA Nations from 24.0 mtpa to 27.2 mtpa. Also in March 2026, we submitted an additional DOE export application to further increase authorized export volumes to 35.0 mtpa. Our applications with the FERC and DOE to increase the Plaquemines Project's permitted production and authorized export capacity from 27.2 mtpa to 35.0 mtpa are pending approval.
On October 31, 2026, the first phase of the Plaquemines Project, our second LNG export facility, declared COD and commenced the sale of LNG under its post-COD SPAs with its phase one customers.
Plaquemines Expansion Project. Our applications with the FERC and DOE proposing a 31.0 mtpa expansion of the Plaquemines Project are pending approval.
CP2 Project. Our third LNG export project remains under construction. In March 2026, Phase 2 of the CP2 Project achieved FID and we obtained $8.6 billion of additional project financing to fund its development and construction. During the nine months ended September 30, 2026, we incurred $9.8 billion of project costs primarily related to construction activities and equipment purchases.
In 2026, the CP2 Project entered into or increased contracted capacity under three 20-year post-COD SPAs for the delivery of a combined 3.0 mtpa from Phase 2, increasing total post-COD capacity contracted from 26.0 mtpa to 29.0 mtpa.
In August 2026, the U.S. Court of Appeals for the D.C. Circuit unanimously denied petitions challenging FERC’s order authorizing the CP2 Project. Our applications with the FERC and DOE to increase the CP2 Project's permitted production and authorized export capacity from 28.0 mtpa to 35.0 mtpa are pending approval.
CP2 Expansion. In May 2026, we filed an application with the FERC for an 11.7 mtpa expansion of the CP2 Project, or the CP2 Expansion Project. In July 2026, we submitted the corresponding export application to the DOE to authorize up to 11.7 mtpa of export volumes. Both applications with the FERC and DOE are pending approval.
In 2026, the CP2 Project entered into a 20-year post-COD SPA for the delivery of 1.0 mtpa from the CP2 Expansion Project.
Other Developments.
In 2026, VG Commodities executed several new five-year LNG sales agreements totaling approximately 3.8 mtpa, further advancing our strategy of maintaining a diversified portfolio of short-, medium- and long-term LNG sales agreements to optimize pricing and manage risk across our asset portfolio.
In September 2026, we took delivery of an LNG tanker, Venture Manatee, bringing our total owned fleet of LNG tankers to eight. One additional LNG tanker is currently under construction and is expected to be delivered in the fourth quarter of 2026.
During the nine months ended September 30, 2026, we completed several transactions that strengthened our capital structure and liquidity profile, including:
•redeeming the CP Funding Redeemable Preferred Units, which carried a stated cash distribution rate of 10.000% and included various liquidity restrictions, with proceeds from the newly issued variable rate Calcasieu Funding TLB Facility;
•repaying the outstanding balance of the Calcasieu Pass Construction Term Loan, which was due in August 2026, with proceeds from the newly issued VGCP 2036 Notes;
•redeeming the VGLNG 2028 Notes, which carried a stated interest rate of 8.125%, with proceeds from the newly issued VGLNG 2034 Notes and VGLNG 2036 Notes, which carry a stated interest rate of 6.375% and 6.625%, respectively;
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•prepaying $1.9 billion outstanding under the CP2 Holdings EBL Facilities with net proceeds received from the sale of commissioning cargos generated by the Plaquemines Project; and
•repricing the Blackfin TLB Facility, which reduced the applicable margin on the variable interest rate by 50 basis points.
In October 2026, we entered into power and grid frame agreements to support the continued expansion of our grid-independent, island-mode industrial power network. These agreements establish a framework for the option to purchase up to 16 new power island units and associated power transformers and other equipment, providing a pathway to add significant island-mode power generation capacity through 2034. This infrastructure is intended to support the continued growth of our LNG operations, while also providing the potential to develop and own or lease up to 10 GW of compute capacity through our own AI Utility. We expect to place the first purchase order for a power island by the end of 2026, with potential additional phased deployments subject to market demand, customer commitments, and regulatory approvals. See Item 1A.—Risk Factors of this Form 10-Q.
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Consolidated Results of Operations
Three months ended September 30, 2026 compared to three months ended September 30, 2025
The following table shows a summary of our results of operations for the periods indicated:
| Three months ended September 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | ($) | (%) | ||||||||||||||||||||
| REVENUE | $ | 4,756 | $ | 3,329 | $ | 1,427 | 43% | ||||||||||||||||
| OPERATING EXPENSE | |||||||||||||||||||||||
| Cost of sales (exclusive of depreciation and amortization shown separately below) | 1,744 | 1,388 | 356 | 26 | % | ||||||||||||||||||
| Operating and maintenance expense | 303 | 245 | 58 | 24 | % | ||||||||||||||||||
| General and administrative expense | 113 | 105 | 8 | 8 | % | ||||||||||||||||||
| Development expense | 33 | 53 | (20) | (38) | % | ||||||||||||||||||
| Depreciation and amortization | 268 | 218 | 50 | 23 | % | ||||||||||||||||||
| Total operating expense | 2,461 | 2,009 | 452 | 22 | % | ||||||||||||||||||
| INCOME FROM OPERATIONS | 2,295 | 1,320 | 975 | 74 | % | ||||||||||||||||||
| OTHER INCOME (EXPENSE) | |||||||||||||||||||||||
| Interest income | 43 | 27 | 16 | 59 | % | ||||||||||||||||||
| Interest expense, net | (486) | (421) | (65) | 15 | % | ||||||||||||||||||
| Gain (loss) on interest rate swaps | 1,368 | (144) | 1,512 | NM | |||||||||||||||||||
| Loss on financing transactions | (32) | (141) | 109 | (77) | % | ||||||||||||||||||
| Loss on foreign currency transactions | — | (4) | 4 | (100) | % | ||||||||||||||||||
| Total other income (expense) | 893 | (683) | 1,576 | 231 | % | ||||||||||||||||||
| INCOME BEFORE INCOME TAX EXPENSE | 3,188 | 637 | 2,551 | NM | |||||||||||||||||||
| Income tax expense | 560 | 87 | 473 | NM | |||||||||||||||||||
| NET INCOME | 2,628 | 550 | 2,078 | NM | |||||||||||||||||||
| Less: Net income attributable to redeemable stock of subsidiary | — | 44 | (44) | (100) | % | ||||||||||||||||||
| Less: Net income attributable to non-controlling interests | 15 | 10 | 5 | 50 | % | ||||||||||||||||||
| Less: Dividends on VGLNG Series A Preferred Shares | 67 | 67 | — | — | % | ||||||||||||||||||
| NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | 2,546 | $ | 429 | $ | 2,117 | NM | ||||||||||||||||
____________
NM Percentage not meaningful.
Revenue
Revenue was $4.8 billion for the three months ended September 30, 2026, a $1.4 billion, or 43%, increase from $3.3 billion for the three months ended September 30, 2025. This increase was primarily due to:
•$827 million from higher LNG sales volumes primarily from the Plaquemines Project due to commissioning and the continued ramp up of LNG production; and
•$580 million from higher net LNG sales prices comprised of:
◦$640 million increase from higher liquefaction fees primarily from LNG produced by our Plaquemines Project, some of which were sold by VG Commodities under LNG Commissioning Sales Agreements; partially offset by
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◦$61 million decrease from lower variable commodity fees due to decreases in Henry Hub natural gas prices.
Operating Expense
Cost of Sales
Cost of sales was $1.7 billion for the three months ended September 30, 2026, a $356 million, or 26%, increase from $1.4 billion for the three months ended September 30, 2025. This increase was primarily due to:
•$334 million from higher LNG sales volumes primarily at the Plaquemines Project due to commissioning and the continued ramp up of LNG production;
•$35 million unfavorable change in the fair value of our natural gas supply contracts; partially offset by
•$13 million from lower costs of feed gas primarily due to decreases in Henry Hub natural gas prices.
Operating and Maintenance Expense
Operating and maintenance expense was $303 million for the three months ended September 30, 2026, a $58 million, or 24%, increase from $245 million for the three months ended September 30, 2025. This increase was primarily due to:
•$33 million at the Plaquemines Project primarily for higher maintenance costs in support of commissioning and the ramp up of LNG production; and
•$22 million at the CP2 Project primarily due to an increase in personnel costs, primarily associated with higher headcount.
General and Administrative Expense
General and administrative expense was $113 million for the three months ended September 30, 2026, an $8 million, or 8%, increase from $105 million for the three months ended September 30, 2025. This increase was primarily due to increased personnel and other administrative costs.
Development Expense
Development expense was $33 million for the three months ended September 30, 2026, a $20 million, or 38%, decrease from $53 million for the three months ended September 30, 2025. This decrease was primarily due to the phases of the CP2 Project and certain of our pipeline projects being declared probable throughout 2025 and 2026, resulting in the majority of the costs incurred to develop the projects subsequently being capitalized.
Depreciation and Amortization
Depreciation and amortization was $268 million for the three months ended September 30, 2026, a $50 million, or 23%, increase from $218 million for the three months ended September 30, 2025. This increase was primarily due to placing assets in service from an accounting perspective throughout 2025 and 2026, including a portion of the Plaquemines Project assets, Blackfin Pipeline, and additional LNG tankers.
Other Income or Expense
Interest Income
Interest income was $43 million for the three months ended September 30, 2026, a $16 million, or 59%, increase from $27 million for the three months ended September 30, 2025. This increase was primarily due to higher average cash balances, partially offset by lower interest rates during the three months ended September 30, 2026, compared to the same period in 2025.
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Interest Expense, Net
Interest expense, net was $486 million for the three months ended September 30, 2026, a $65 million, or 15%, increase from $421 million for the three months ended September 30, 2025. This increase was primarily from higher non-capitalizable interest costs due to placing additional Plaquemines Project assets in service in accordance with the applicable accounting guidance, higher commitment fees, and an increase in our average outstanding debt.
Gain (Loss) on Interest Rate Swaps
Gain on interest rate swaps was $1.4 billion for the three months ended September 30, 2026, a $1.5 billion favorable change from a loss on interest rate swaps of $144 million for the three months ended September 30, 2025. This favorable change was primarily due to an increase in the forward interest rate curves during the three months ended September 30, 2026, compared to a decrease during the three months ended September 30, 2025.
Loss on Financing Transactions
Loss on financing transactions was $32 million for the three months ended September 30, 2026, a $109 million, or 77%, decrease from $141 million for the three months ended September 30, 2025. This decrease was due to a $100 million loss associated with the partial prepayment of the Plaquemines Construction Term Loan and a $41 million loss associated with the prepayment of CP2 Bridge Facilities during the three months ended September 30, 2025, as compared to a $27 million loss associated with the partial prepayments of the CP2 Holdings EBL Facilities during the comparable period in 2026.
Loss on Foreign Currency Transactions
Loss on foreign currency transactions was $4 million for the three months ended September 30, 2025.
Income Tax Expense
Income tax expense was $560 million for the three months ended September 30, 2026, a $473 million increase from $87 million for the three months ended September 30, 2025, primarily due to an increase in pre-tax income, partially offset by an increase in tax benefits associated with employee stock option exercises, the impact of the FDDEI deduction, and an increase in research and development credits.
Our effective tax rate was 17.6% for the three months ended September 30, 2026, as compared to 13.7% for the three months ended September 30, 2025. The 2026 effective tax rate was different from the statutory income tax rate primarily due to the recognition of tax benefits upon the exercise of employee stock options, the impact of the FDDEI deduction, research and development credits, and non-deductible expenses.
Net Income Attributable to Redeemable Stock of Subsidiary
Net income attributable to redeemable stock of subsidiary was $44 million for the three months ended September 30, 2025. Calcasieu Funding fully redeemed the CP Funding Redeemable Preferred Units in April 2026.
Net Income Attributable to Non-controlling Interests
Net income attributable to non-controlling interests was $15 million for the three months ended September 30, 2026, a $5 million, or 50%, increase from $10 million for the three months ended September 30, 2025. This increase was primarily due to higher net income at the Calcasieu Project during the current period.
Dividends on VGLNG Series A Preferred Shares
Dividends on VGLNG Series A Preferred Shares were $67 million for the three months ended September 30, 2026 and 2025.
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Nine months ended September 30, 2026 compared to nine months ended September 30, 2025
The following table shows a summary of our consolidated results of operations for the periods indicated:
| Nine months ended September 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | ($) | (%) | ||||||||||||||||||||
| REVENUE | $ | 13,933 | $ | 9,324 | $ | 4,609 | 49 | % | |||||||||||||||
| OPERATING EXPENSE | |||||||||||||||||||||||
| Cost of sales (exclusive of depreciation and amortization shown separately below) | 6,188 | 3,866 | 2,322 | 60 | % | ||||||||||||||||||
| Operating and maintenance expense | 908 | 714 | 194 | 27 | % | ||||||||||||||||||
| General and administrative expense | 322 | 313 | 9 | 3 | % | ||||||||||||||||||
| Development expense | 102 | 292 | (190) | (65) | % | ||||||||||||||||||
| Depreciation and amortization | 779 | 701 | 78 | 11 | % | ||||||||||||||||||
| Total operating expense | 8,299 | 5,886 | 2,413 | 41 | % | ||||||||||||||||||
| INCOME FROM OPERATIONS | 5,634 | 3,438 | 2,196 | 64 | % | ||||||||||||||||||
| OTHER INCOME (EXPENSE) | |||||||||||||||||||||||
| Interest income | 97 | 121 | (24) | (20) | % | ||||||||||||||||||
| Interest expense, net | (1,419) | (1,007) | (412) | 41 | % | ||||||||||||||||||
| Gain (loss) on interest rate swaps | 1,507 | (448) | 1,955 | NM | |||||||||||||||||||
| Loss on financing transactions | (141) | (204) | 63 | (31) | % | ||||||||||||||||||
| Loss on foreign currency transactions | (1) | (4) | 3 | (75) | % | ||||||||||||||||||
| Total other income (expense) | 43 | (1,542) | 1,585 | 103 | % | ||||||||||||||||||
INCOME BEFORE INCOME TAX EXPENSE | 5,677 | 1,896 | 3,781 | 199 | % | ||||||||||||||||||
Income tax expense | 1,007 | 354 | 653 | 184 | % | ||||||||||||||||||
NET INCOME | 4,670 | 1,542 | 3,128 | 203 | % | ||||||||||||||||||
| Less: Net income attributable to redeemable stock of subsidiary | 47 | 121 | (74) | (61) | % | ||||||||||||||||||
| Less: Net income attributable to non-controlling interests | 40 | 26 | 14 | 54 | % | ||||||||||||||||||
| Less: Dividends on VGLNG Series A Preferred Shares | 202 | 202 | — | — | % | ||||||||||||||||||
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | 4,381 | $ | 1,193 | $ | 3,188 | 267 | % | |||||||||||||||
____________
NM Percentage not meaningful.
Revenue
Revenue was $13.9 billion for the nine months ended September 30, 2026, a $4.6 billion, or 49%, increase from $9.3 billion for the nine months ended September 30, 2025. This increase was primarily due to:
•$5.4 billion from higher LNG sales volumes primarily from the Plaquemines Project due to commissioning and the continued ramp up of LNG production; partially offset by
•$891 million from lower net LNG sales prices comprised of:
◦$1.2 billion decrease from lower liquefaction fees primarily due to the Calcasieu Project's transition from selling LNG under LNG Commissioning Sales Agreements to under post-COD SPAs in April 2025 and lower liquefaction fees for LNG produced by our Plaquemines Project; partially offset by
◦$339 million increase from higher variable commodity fees due to increases in Henry Hub natural gas prices.
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Operating Expense
Cost of Sales
Cost of sales was $6.2 billion for the nine months ended September 30, 2026, a $2.3 billion, or 60%, increase from $3.9 billion for the nine months ended September 30, 2025. This increase was due to:
•$2.0 billion from higher LNG sales volumes primarily from the Plaquemines Project due to commissioning and the continued ramp up of LNG production; and
•$430 million from higher costs of feed gas primarily due to increases in Henry Hub natural gas prices.
Operating and Maintenance Expense
Operating and maintenance expense was $908 million for the nine months ended September 30, 2026, a $194 million, or 27%, increase from $714 million for the nine months ended September 30, 2025. This increase was primarily due to:
•$112 million at the Plaquemines Project primarily for higher maintenance and operational insurance costs in support of commissioning and the ramp up of LNG production;
•$76 million at the CP2 Project primarily due to an increase in personnel costs, primarily associated with higher headcount, and an increase in lease costs; and
•$33 million primarily due to increased costs associated with more LNG tankers in operation and increased fees associated with regasification capacity contracts.
These increases were partially offset by a $57 million reduction at the Calcasieu Project primarily due to lower commissioning and remediation work, legal fees, and personnel costs.
General and Administrative Expense
General and administrative expense was $322 million for the nine months ended September 30, 2026, a $9 million, or 3%, increase from $313 million for the nine months ended September 30, 2025.
Development Expense
Development expense was $102 million for the nine months ended September 30, 2026, a $190 million, or 65%, decrease from $292 million for the nine months ended September 30, 2025. This decrease was primarily due to the phases of the CP2 Project and certain of our pipeline projects being declared probable throughout 2025 and 2026, resulting in the majority of the costs incurred to develop the projects subsequently being capitalized.
Depreciation and Amortization
Depreciation and amortization was $779 million for the nine months ended September 30, 2026, a $78 million, or 11%, increase from $701 million for the nine months ended September 30, 2025. This increase was primarily due to $259 million from placing additional assets in service from an accounting perspective throughout 2025 and 2026, including a portion of the Plaquemines Project assets, additional LNG tankers, and the Blackfin Pipeline. This increase was partially offset by a decrease of $181 million due to an extension of the estimated useful lives of certain LNG facility assets in the third quarter of 2025 to align with the extended remaining terms of certain land leases to which the LNG facility assets are affixed.
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Other Income or Expense
Interest Income
Interest income was $97 million for the nine months ended September 30, 2026, a $24 million, or 20%, decrease from $121 million for the nine months ended September 30, 2025. This decrease was primarily due to lower interest rates during the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025.
Interest Expense, Net
Interest expense, net was $1.4 billion for the nine months ended September 30, 2026, a $412 million, or 41%, increase from $1.0 billion for the nine months ended September 30, 2025. This increase was primarily due to higher non-capitalizable interest costs due to placing additional Plaquemines Project assets in service in accordance with the applicable accounting guidance, higher commitment fees, and an increase in our average outstanding debt.
Gain (Loss) on Interest Rate Swaps
Gain on interest rate swaps was $1.5 billion for the nine months ended September 30, 2026, a $2.0 billion favorable change from a loss on interest rate swaps of $448 million for the nine months ended September 30, 2025. This favorable change was primarily due to an increase in the forward interest rate curves during the nine months ended September 30, 2026, compared to a decrease during the nine months ended September 30, 2025.
Loss on Financing Transactions
Loss on financing transactions was $141 million for the nine months ended September 30, 2026, a $63 million, or 31%, decrease from $204 million for the nine months ended September 30, 2025. This decrease was due to a $163 million loss associated with the partial prepayment of the Plaquemines Construction Term Loan and a $41 million loss associated with the prepayment of CP2 Bridge Facilities for the nine months ended September 30, 2025, as compared to a $70 million loss associated with the early redemption of the VGLNG 2028 Notes and a $64 million loss associated with the partial prepayments of the CP2 Holdings EBL Facilities during the comparable period in 2026.
Loss on Foreign Currency Transactions
Loss on foreign currency transactions was $1 million for the nine months ended September 30, 2026, a $3 million, or 75%, decrease from $4 million for the nine months ended September 30, 2025.
Income Tax Expense
Income tax expense was $1.0 billion for the nine months ended September 30, 2026, a $653 million, or 184%, increase from $354 million for the nine months ended September 30, 2025, primarily due to an increase in pre-tax income, partially offset by an increase in tax benefits associated with employee stock option exercises, the impact of the FDDEI deduction, and an increase in research and development credits.
Our effective tax rate was 17.7% for the nine months ended September 30, 2026, compared to 18.7% for the nine months ended September 30, 2025. The 2026 effective tax rate was impacted primarily by the recognition of tax benefits upon the exercise of employee stock options, the impact of the FDDEI deduction, non-deductible expenses, and research and development credits.
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Net Income Attributable to Redeemable Stock of Subsidiary
Net income attributable to redeemable stock of subsidiary was $47 million for the nine months ended September 30, 2026, a $74 million, or 61%, decrease from $121 million for the nine months ended September 30, 2025. This decrease was due to the full redemption of the CP Funding Redeemable Preferred Units in April 2026.
Net Income Attributable to Non-controlling Interests
Net income attributable to non-controlling interests was $40 million for the nine months ended September 30, 2026, a $14 million, or 54%, increase from $26 million for the nine months ended September 30, 2025. This increase was due to the allocation of earnings to the Calcasieu Holdings Class B common unit holders based on ownership interests subsequent to COD of the Calcasieu Project, compared to a stated allocation of 10% per annum prior to COD during the nine months ended September 30, 2025.
Dividends on VGLNG Series A Preferred Shares
Dividends on VGLNG Series A Preferred Shares were $202 million for the nine months ended September 30, 2026 and 2025.
Segment Results of Operations
We have four reportable segments, which consist of the Calcasieu Project, the Plaquemines Project, the CP2 Project, and our sales and shipping business. Activities reported in corporate, other and eliminations include immaterial operating segments, overhead costs not directly associated with our reportable segments (for example, general and administrative and marketing expenses), and inter-segment eliminations.
Three months ended September 30, 2026 compared to three months ended September 30, 2025
The following table shows a summary of our segment income (loss) from operations for the periods indicated:
| Three months ended September 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | ($) | (%) | ||||||||||||||||||||
| Calcasieu Project | $ | 123 | $ | 117 | $ | 6 | 5 | % | |||||||||||||||
| Plaquemines Project | 2,161 | 1,282 | 879 | 69 | % | ||||||||||||||||||
| CP2 Project | (58) | (45) | (13) | 29 | % | ||||||||||||||||||
Sales and shipping | 306 | 56 | 250 | NM | |||||||||||||||||||
Corporate, other and eliminations | (237) | (90) | (147) | 163 | % | ||||||||||||||||||
| Total | $ | 2,295 | $ | 1,320 | $ | 975 | 74 | % | |||||||||||||||
Calcasieu Project
| Three months ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
LNG volumes sold (TBtu)(1) | 137.8 | 133.0 | |||||||||
Weighted average price of LNG volumes sold (per MMBtu)(2) | $ | 4.92 | $ | 5.29 | |||||||
____________
(1) Inclusive of 15.1 TBtu sold to VG Commodities and eliminated in consolidation during the three months ended September 30, 2026. There was no LNG sold to VG Commodities during the three months ended September 30, 2025.
(2) Inclusive of $3.83 weighted average price of LNG sold to VG Commodities and eliminated in consolidation during the three months ended September 30, 2026.
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For the three months ended September 30, 2026, the Calcasieu Project had income from operations of $123 million, a $6 million, or 5%, increase from $117 million for the three months ended September 30, 2025. This increase was primarily due to:
•a decrease in cost of sales of $29 million primarily due to:
◦$24 million favorable change in the fair value of forward natural gas supply contracts; and
◦$21 million decrease from lower costs of feed gas due to decreases in Henry Hub natural gas prices; partially offset by
◦$16 million increase from higher LNG sales volumes.
These decreases were partially offset by:
•a decrease in revenue of $26 million due to:
◦$51 million from lower LNG sales prices comprised of:
▪$34 million decrease from lower liquefaction fees due to increased sales to VG Commodities at a lower rate; and
▪$17 million decrease from lower variable commodity fees due to decreases in Henry Hub natural gas prices; partially offset by
◦$25 million from higher LNG sales volumes.
Plaquemines Project
| Three months ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
LNG volumes sold (TBtu)(1) | 330.3 | 245.6 | |||||||||
Weighted average price of LNG volumes sold (per MMBtu)(2) | $ | 11.53 | $ | 10.31 | |||||||
____________
(1) Inclusive of 133.5 TBtu and 64.3 TBtu sold to VG Commodities and eliminated in consolidation during the three months ended September 30, 2026 and 2025, respectively.
(2) Inclusive of $13.89 and $5.71 weighted average price of LNG sold to VG Commodities and eliminated in consolidation during the three months ended September 30, 2026 and 2025, respectively.
For the three months ended September 30, 2026, the Plaquemines Project had income from operations of $2.2 billion, an $879 million, or 69%, increase from $1.3 billion for the three months ended September 30, 2025. This increase was primarily due to:
•an increase in revenue of $1.3 billion due to:
◦$873 million from higher LNG sales volumes due to the commissioning and continued ramp up of LNG production; and
◦$405 million from higher net LNG sales prices comprised of:
▪$447 million increase from higher liquefaction fees for LNG sold under LNG Commissioning Sales Agreements; partially offset by
▪$42 million decrease from lower variable commodity fees as a result of lower Henry Hub natural gas prices.
These increases were partially offset by:
•an increase in cost of sales of $361 million primarily due to:
◦$307 million increase from higher LNG sales volumes due to the commissioning and continued ramp up of LNG production;
◦$59 million unfavorable change in the fair value of forward natural gas supply contracts; partially offset by
◦$6 million decrease from lower cost of feed gas primarily due to decreases in Henry Hub natural gas prices;
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•an increase in operating and maintenance expense of $33 million primarily due to higher maintenance costs to support commissioning and the ramp up of LNG production; and
•an increase in depreciation and amortization expense of $30 million due to placing additional assets in service from an accounting perspective throughout 2025 and 2026.
CP2 Project
For the three months ended September 30, 2026, the CP2 Project had a loss from operations of $58 million, a $13 million, or 29%, increase from $45 million for the three months ended September 30, 2025. This increase was primarily driven by:
•an increase in operating and maintenance expense of $22 million due to higher personnel costs, primarily associated with increased headcount; and
•an increase in general and administrative expense of $11 million.
These increases were partially offset by:
•a decrease in development costs of $20 million due to costs being expensed prior to the CP2 Project being declared probable throughout 2025, resulting in the majority of the costs to develop the facility subsequently being capitalized.
Sales and shipping
| Three months ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
LNG volumes sold (TBtu)(1) | 146.4 | 58.7 | |||||||||
| Weighted average price of LNG volumes sold (per MMBtu) | $ | 14.75 | $ | 11.71 | |||||||
____________
(1) Purchased from our Calcasieu and Plaquemines LNG facilities and sold to third parties.
For the three months ended September 30, 2026, our sales and shipping business had income from operations of $306 million, a $250 million increase from $56 million for the three months ended September 30, 2025. This increase was primarily due to:
•an increase in revenue of $1.5 billion generated from the sale of LNG produced by our Calcasieu and Plaquemines LNG facilities and sold by VG Commodities, primarily due to:
◦$1.0 billion from higher LNG sales volumes; and
◦$445 million from net higher LNG sales prices, primarily due to higher liquefaction fees.
This increase was partially offset by:
•an increase in cost of sales of $1.2 billion incurred from the purchase of LNG produced by our Calcasieu and Plaquemines LNG facilities and sold by VG Commodities, primarily due to:
◦$831 million increase from higher LNG sales volumes; and
◦$361 million increase from higher costs of LNG purchased from our Calcasieu and Plaquemines LNG facilities; and
•an increase in operating and maintenance expense of $22 million primarily due to a higher number of LNG tankers in operation and an increase in regasification costs.
Corporate, other and eliminations
For the three months ended September 30, 2026, corporate, other and eliminations had a loss from operations of $237 million, a $147 million, or 163%, increase from $90 million for the three months ended September 30, 2025. This increase was primarily due to higher inter-segment eliminations of $149 million for intercompany purchases and sales of LNG between VG Commodities and our Calcasieu and Plaquemines LNG facilities.
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Nine months ended September 30, 2026 compared to nine months ended September 30, 2025
The following table shows a summary of our segment income (loss) from operations for the periods indicated:
| Nine months ended September 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | ($) | (%) | ||||||||||||||||||||
| Calcasieu Project | $ | 372 | $ | 1,202 | $ | (830) | (69) | % | |||||||||||||||
| Plaquemines Project | 5,414 | 2,618 | 2,796 | 107 | % | ||||||||||||||||||
| CP2 Project | (163) | (236) | 73 | (31) | % | ||||||||||||||||||
Sales and shipping | 616 | 152 | 464 | NM | |||||||||||||||||||
Corporate, other and eliminations | (605) | (298) | (307) | 103 | % | ||||||||||||||||||
| Total | $ | 5,634 | $ | 3,438 | $ | 2,196 | 64 | % | |||||||||||||||
Calcasieu Project
| Nine months ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
LNG volumes sold (TBtu)(1) | 416.6 | 398.4 | |||||||||
Weighted average price of LNG volumes sold (per MMBtu)(2) | $ | 5.92 | $ | 8.19 | |||||||
____________
(1) Inclusive of 30.3 TBtu and 33.1 TBtu sold to VG Commodities and eliminated in consolidation during the nine months ended September 30, 2026 and 2025, respectively.
(2) Inclusive of $4.15 and $5.05 weighted average price of LNG sold to VG Commodities and eliminated in consolidation during the nine months ended September 30, 2026 and 2025, respectively.
For the nine months ended September 30, 2026, the Calcasieu Project had income from operations of $372 million, an $830 million, or 69%, decrease from $1.2 billion for the nine months ended September 30, 2025. This decrease was primarily due to:
•a decrease in revenue of $797 million due to:
◦$1.0 billion from lower LNG sales prices comprised of:
▪$1.1 billion decrease from lower liquefaction fees due to the transition from selling LNG under LNG Commissioning Sales Agreements to under post-COD SPAs in April 2025; partially offset by
▪$116 million increase from higher variable commodity fees due to increases in Henry Hub natural gas prices; partially offset by
◦$217 million from higher LNG sales volumes; and
•an increase in cost of sales of $127 million due to:
◦$109 million increase from higher costs of feed gas due to increases in Henry Hub natural gas prices; and
◦$70 million increase from higher LNG sales volumes; partially offset by
◦$51 million favorable change in the fair value of forward natural gas supply contracts.
These decreases were partially offset by:
•a decrease in operating and maintenance expense of $57 million primarily due to less commissioning and remediation work in 2026 and a decrease in legal fees; and
•a decrease in depreciation and amortization expense of $38 million primarily due to an extension of the estimated useful lives of certain LNG facility assets in the third quarter of 2025 to align with the extended remaining terms of certain land leases to which the LNG facility assets are affixed.
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Plaquemines Project
| Nine months ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
LNG volumes sold (TBtu)(1) | 1,019.0 | 543.8 | |||||||||
Weighted average price of LNG volumes sold (per MMBtu)(2) | $ | 10.73 | $ | 10.81 | |||||||
____________
(1) Inclusive of 352.3 TBtu and 116.0 TBtu sold to VG Commodities and eliminated in consolidation during the nine months ended September 30, 2026 and 2025, respectively.
(2) Inclusive of $12.00 and $5.73 weighted average price of LNG sold to VG Commodities and eliminated in consolidation during the nine months ended September 30, 2026 and 2025, respectively.
For the nine months ended September 30, 2026, the Plaquemines Project had income from operations of $5.4 billion, a $2.8 billion, or 107%, increase from $2.6 billion for the nine months ended September 30, 2025. This increase was primarily due to:
•an increase in revenue of $5.2 billion due to:
◦$5.3 billion increase from higher LNG sales volumes due to the continued ramp up of LNG production; partially offset by
◦$249 million decrease from lower net LNG sales prices comprised of:
▪$454 million decrease from lower liquefaction fees; partially offset by
▪$206 million increase from higher variable commodity fees due to increases in Henry Hub natural gas prices.
This increase was partially offset by:
•an increase in cost of sales of $2.2 billion primarily due to:
◦$2.0 billion from higher LNG sales volumes due to commissioning and the continued ramp up of LNG production, and
◦$240 million from higher cost of feed gas due to increases in Henry Hub natural gas prices;
•an increase in operating and maintenance expense of $112 million primarily due to higher maintenance costs to support commissioning and the ramp up of LNG production; and
•an increase in depreciation and amortization expense of $58 million primarily due to:
◦$191 million increase from placing additional assets in service from an accounting perspective throughout 2025 and 2026; partially offset by
◦$135 million decrease from an extension of the estimated useful lives of certain LNG facility assets in the third quarter of 2025 to align with the extended remaining terms of certain land leases to which the LNG facility assets are affixed.
CP2 Project
For the nine months ended September 30, 2026, the CP2 Project had a loss from operations of $163 million, a $73 million, or 31%, decrease from $236 million for the nine months ended September 30, 2025. This decrease was primarily driven by:
•a decrease in development costs of $180 million due to costs being expensed prior to the phases of the CP2 Project being declared probable throughout 2025, resulting in the majority of the costs to develop the facility subsequently being capitalized.
This decrease was partially offset by:
•an increase in operating and maintenance expense of $76 million primarily due to an increase in personnel costs, primarily associated with higher headcount; and
•an increase in general and administrative expense of $30 million due to an increase in administrative services.
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Sales and shipping
| Nine months ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
LNG volumes sold (TBtu)(1) | 360.0 | 137.4 | |||||||||
| Weighted average price of LNG volumes sold (per MMBtu) | $ | 13.39 | $ | 12.06 | |||||||
____________
(1) Purchased from our Calcasieu and Plaquemines LNG facilities and sold to third parties.
For the nine months ended September 30, 2026, our sales and shipping business had income from operations of $616 million, a $464 million increase from $152 million for the nine months ended September 30, 2025. This increase was primarily due to:
•an increase in revenue of $3.2 billion generated from the sale of LNG produced by our Calcasieu and Plaquemines LNG facilities and sold by VG Commodities, primarily due to:
◦$2.7 billion increase from higher LNG sales volumes; and
◦$512 million increase from higher net LNG sales prices, primarily due to higher liquefaction fees.
This increase was partially offset by:
•an increase in cost of sales of $2.6 billion incurred from the purchase of LNG produced from our Calcasieu and Plaquemines LNG facilities and sold by VG Commodities, primarily due to;
◦$2.2 billion increase from higher LNG sales volumes; and
◦$367 million increase from higher cost of LNG purchased from our Calcasieu and Plaquemines LNG facilities; and
•an increase in operating and maintenance expense of $89 million primarily from having more LNG tankers in operation and an increase in regasification costs.
Corporate, other and eliminations
For the nine months ended September 30, 2026, corporate, other and eliminations had a loss from operations of $605 million, a $307 million, or 103%, increase from $298 million for the nine months ended September 30, 2025. This increase was primarily due to higher inter-segment eliminations of $342 million for intercompany purchases and sales of LNG between VG Commodities and our Calcasieu and Plaquemines LNG facilities.
Liquidity and Capital Resources
General
We have been generating proceeds from the sale of LNG since 2022. We may incur significant costs as we continue to develop our existing projects, pursue strategic growth initiatives (including our potential expansion into development and construction of data center infrastructure), and expand our natural gas liquefaction, export, pipeline infrastructure, and other complementary gas transportation activities.
Sources and Uses of Cash
Since our inception, we have funded our operations and capital expenditures with various forms of financing, including the issuance of equity securities, project equity financings, and borrowings at VGLNG and our project entities, as well as with cash from our operations.
We expect to meet our short-term cash requirements using operating cash flows and available liquidity, consisting of cash and available borrowing capacity under our existing credit facilities. Additionally, we expect to meet our long-term cash requirements using operating cash flows and other future potential sources of liquidity, which may include debt and equity offerings by us or our subsidiaries.
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The following table provides a summary of our cash and available borrowing capacity under existing credit facilities as of September 30, 2026:
| September 30, 2026 | ||||||||
| Cash and cash equivalents | $ | 3,420 | ||||||
| Restricted cash | 1,707 | |||||||
Available borrowing capacity under our credit facilities(1): | ||||||||
| CP2 Construction Term Loan | 8,530 | |||||||
| CP2 Working Capital Facility | 1,337 | |||||||
| Plaquemines Working Capital Facility | 970 | |||||||
| Calcasieu Pass Working Capital Facility | 375 | |||||||
| VG Shipping Facility | 188 | |||||||
| Blackfin TLA Facility | 164 | |||||||
| Blackfin Working Capital Facility | 75 | |||||||
| VGLNG Revolving Credit Facilities | 4,725 | |||||||
| Total available borrowing capacity under our credit facilities | 16,364 | |||||||
| Total cash and available borrowing capacity | $ | 21,491 | ||||||
____________
(1)Available borrowing capacity represents total borrowing capacity less outstanding borrowings and letters of credit under each of our credit facilities as of September 30, 2026.
The Company has entered into certain credit arrangements to secure the transportation and supply of natural gas, and regasification capacity. As of September 30, 2026, the maximum undiscounted potential exposure associated with these arrangements was $541 million. This amount is not currently recognized as a liability on our condensed consolidated balance sheet. To date, no amounts have been drawn against these arrangements.
Material Financings
During the nine months ended September 30, 2026, we completed several financing transactions that strengthened our capital structure and liquidity profile.
CP2 Project. In March 2026, Phase 2 of the CP2 Project achieved FID. The Company obtained $8.6 billion in additional project financing to fund the development and construction of Phase 2 of the CP2 Project.
Calcasieu Funding. In April 2026, Calcasieu Funding entered into a senior secured term loan B facility due 2033 with an aggregate principal amount of $1.75 billion. The proceeds from this issuance were used to redeem, in full, the $1.6 billion CP Funding Redeemable Preferred Units.
Calcasieu Pass. In April 2026, VGCP issued $750 million aggregate principal amount of senior secured notes due 2036. The proceeds from this issuance, together with cash on hand at VGCP, were used to redeem, in full, the $757 million outstanding under the Calcasieu Pass Construction Term Loan.
VGSH. In June 2026, VGSH entered into a senior secured term loan facility due 2032 with an aggregate principal amount of $1.5 billion. A portion of the proceeds from this issuance were used to reimburse VGLNG $1.2 billion for prior expenditures related to the acquisition of the LNG tankers.
VGLNG. In September 2026, VGLNG entered into a $3.0 billion senior secured VGLNG Short-Term Revolver due 2027. VGLNG has two options to extend the maturity date of the VGLNG Short-Term Revolver by an additional 364 days per option, subject to the approval of the lenders. Proceeds from the VGLNG Short-Term Revolver may be used for general corporate purposes of VGLNG and its subsidiaries.
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In June 2026, VGLNG issued $2.25 billion aggregate principal amount of senior secured notes consisting of $1.125 billion senior secured notes due 2034 and $1.125 billion senior secured notes due 2036. The proceeds from this issuance were used to redeem, in full, the $2.25 billion outstanding under the VGLNG 2028 Notes.
See Note 8 – Debt in Item 1.—Financial Statements of this Form 10-Q for additional discussion of material financing activity.
Cash Flows
Nine months ended September 30, 2026 compared to nine months ended September 30, 2025
The following table shows a summary of our condensed consolidated cash flows for the periods indicated:
| Nine months ended September 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | ($) | (%) | ||||||||||||||||||||
| Net cash from operating activities | $ | 4,743 | $ | 4,455 | $ | 288 | 6 | % | |||||||||||||||
| Net cash used by investing activities | (10,492) | (9,577) | (915) | 10 | % | ||||||||||||||||||
| Net cash from financing activities | 7,451 | 4,050 | 3,401 | 84 | % | ||||||||||||||||||
Operating activities
Net cash from operating activities for the nine months ended September 30, 2026 was $4.7 billion, a $0.3 billion, or 6%, increase from $4.5 billion for the nine months ended September 30, 2025.
Change in cash from operating activities (in billions)
•The increase of $4.8 billion in cash received from LNG sales was due to:
◦higher LNG sales volumes primarily from the Plaquemines Project as commissioning activities progressed and LNG production ramped up; partially offset by
◦lower net LNG sales prices due to:
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▪lower liquefaction fees primarily due to the Calcasieu Project's transition from selling LNG under LNG Commissioning Sales Agreements to under post-COD SPAs in April 2025; partially offset by
▪higher variable commodity fees due to increases in Henry Hub natural gas prices.
•The increase of $3.0 billion in cash paid for feed gas was due to:
◦higher LNG sales volumes from the Plaquemines Project as commissioning activities progressed and LNG production ramped up; and
◦higher costs of feed gas due to increases in Henry Hub natural gas prices.
•The decrease of $1.0 billion in cash received from the settlement of derivatives was due to a higher settlement of interest rate swaps during the nine months ended September 30, 2025, primarily associated with the Plaquemines settlement of a pro rata portion of interest rate swaps that hedged the variable interest on the Plaquemines Credit Facilities.
Investing activities
Net cash used by investing activities for the nine months ended September 30, 2026 was $10.5 billion, a $0.9 billion, or 10%, increase from $9.6 billion for the nine months ended September 30, 2025. The increase in net cash outflows was primarily due to:
Change in cash used by investing activities (in billions)
•The increase of $1.0 billion in cash paid for capital expenditures comprised of the following:
| Nine months ended September 30, | Change | ||||||||||||||||
| 2026 | 2025 | ($) | |||||||||||||||
| CP2 Project | $ | 8,690 | $ | 2,880 | $ | 5,810 | |||||||||||
| Plaquemines Project | 814 | 4,740 | (3,926) | ||||||||||||||
Pipeline projects | 396 | 798 | (402) | ||||||||||||||
LNG tankers | 313 | 545 | (232) | ||||||||||||||
VGLNG capitalized interest | 421 | 440 | (19) | ||||||||||||||
Other | 108 | 337 | (229) | ||||||||||||||
| Total | $ | 10,742 | $ | 9,740 | $ | 1,002 | |||||||||||
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Financing activities
Net cash from financing activities for the nine months ended September 30, 2026 was $7.5 billion, a $3.4 billion, or 84%, increase from $4.1 billion for the nine months ended September 30, 2025. The increase in net cash inflows was primarily due to:
Change in cash from financing activities (in billions)
•The changes in the issuance and repayment of debt are primarily comprised of the following:
| Nine months ended September 30, | Change | ||||||||||||||||
| 2026 | 2025 | ($) | |||||||||||||||
| Issuance of debt and draws on credit facilities | |||||||||||||||||
CP2 Project | $ | 8,710 | $ | 3,408 | $ | 5,302 | |||||||||||
| VGLNG | 2,525 | — | 2,525 | ||||||||||||||
| Calcasieu Project | 2,469 | — | 2,469 | ||||||||||||||
| Sales and shipping | 1,327 | — | 1,327 | ||||||||||||||
Pipeline projects | 390 | 1,099 | (709) | ||||||||||||||
| Plaquemines Project | — | 6,883 | (6,883) | ||||||||||||||
Total issuance of debt and draws on credit facilities | $ | 15,421 | $ | 11,390 | $ | 4,031 | |||||||||||
Repayment of debt | |||||||||||||||||
| VGLNG | $ | (2,250) | $ | — | $ | (2,250) | |||||||||||
CP2 Project | (1,872) | (308) | (1,564) | ||||||||||||||
Calcasieu Project | (806) | (142) | (664) | ||||||||||||||
Plaquemines Project | — | (7,247) | 7,247 | ||||||||||||||
| Other | (206) | — | (206) | ||||||||||||||
| Total repayment of debt | $ | (5,134) | $ | (7,697) | $ | 2,563 | |||||||||||
| Total change in issuance and repayments of debt, net | $ | 10,287 | $ | 3,693 | $ | 6,594 | |||||||||||
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•The change of $1.8 billion in the proceeds from the issuance of Class A common stock is due to our January 2025 IPO during the nine months ended September 30, 2025, with no similar activity during the same period in 2026.
•The change of $1.7 billion in the redemption of CP Funding Redeemable Preferred Units was driven by the $1.6 billion full redemption of all outstanding CP Funding Redeemable Preferred Units in April 2026, with no similar activity during the same period in 2025.
VGLNG Information
There are no material differences between the financial information presented in this Form 10-Q and VGLNG's financial information other than (i) certain presentational differences related to the accounting for the VGLNG Series A Preferred Shares, and (ii) stockholders’ equity of Venture Global, including the Class A and Class B common stock and any dividends payable thereon.
Key Trends and Uncertainties
Management expects several factors to influence our operations, financial condition and cash flows in 2026 and beyond. While LNG sales may offset certain near-term uncertainties, events that arise or evolve differently from current assumptions could materially affect our results. We continue to monitor these developments and respond as conditions warrant. For additional discussion, see Item 1.—Business, Item 1A.—Risk Factors of our 2025 Form 10-K, and Item 1A.—Risk Factors of this Form 10-Q.
Geopolitical
Global geopolitical and energy-policy developments, including conflicts involving Iran and Ukraine and related sanctions and trade measures, continue to influence LNG demand, pricing and trade flows. Disruptions affecting global oil and natural gas supply chains, including transit through the Strait of Hormuz, have increased demand and raised prices for oil and natural gas sourced from regions outside the Middle East. These geopolitical developments may continue to affect global LNG demand patterns and prices. Prolonged conflict and continued supply disruptions could have an ongoing impact on LNG demand and prices in certain markets or influence new LNG contracting activity. The duration and ultimate impact of these geopolitical developments on global energy markets remain uncertain and could have a material impact on our financial condition, results of operations and/or cash flows.
Macroeconomic
Global economic volatility may heighten risks related to market balance and margins, tariffs, labor availability, capital market access, and exchange rate and interest rate fluctuations.
Market balance and margins — LNG margins are influenced by the spread between international LNG prices, including TTF-linked pricing, and the delivered cost of U.S. LNG, including the costs of feed gas, regasification fees, and marine freight costs. Since the onset of the Iran conflict, international LNG benchmarks have increased while Henry Hub-linked feed gas costs have declined, expanding margins on certain short- and medium-term sales. If these conditions reverse, or if global oil and natural gas demand weakens, margins could decline. Increases in the total delivered cost of U.S. LNG could also adversely affect our financial condition, results of operations and cash flows. We expect our long-term contract portfolio and low-cost production model to partially mitigate these risks.
Tariffs and trade policy — The global trade environment remains fluid. U.S. and foreign tariff actions, including retaliatory measures, have increased equipment and material costs for certain of our construction projects. We rely on significant equipment imported from the EU and additional duties or deterioration in trade relations could increase project costs—particularly for our CP2 Project and expansion projects—and reduce competitiveness.
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Actual impacts will depend on changes in tariff regimes, supplier negotiations, procurement strategies and delivery timing.
In February 2026, the U.S. Supreme Court ruled tariffs imposed by the federal government under IEEPA were invalid. Following the U.S. Supreme Court's ruling, U.S. Customs and Border Protection established a process for submitting refund claims. We have received $42 million of IEEPA tariff refunds and expect to recover an additional $21 million, as confirmed by U.S. Customs and Border Protection. We are working with our suppliers to obtain reimbursement of these tariffs; however, the extent, outcome and timing of such recoveries remain uncertain.
Global economic uncertainty and any related reduction in economic activity or capital investment as a result of tariffs and any retaliatory actions from other countries could have a material impact on our financial condition, results of operations and/or cash flows through reduced demand and competitiveness for both our long-term and short-term contract sales in countries that may be affected by those policies. We continue to monitor this situation and evaluate mitigation strategies as trade and tariff policies evolve.
Labor market — Competition for skilled labor along the Gulf Coast remains high. Persistent shortages in highly skilled construction labor—driven by concurrent LNG construction and major infrastructure and data center development—may amplify wage pressure, recruitment and retention difficulty. Sustained tightness in the labor pool could raise project costs or extend construction timelines. This could materially increase our estimated project costs, which include significant labor costs, and could have a material impact on our financial condition, results of operations and/or cash flows.
Capital markets and interest rates — Capital markets have experienced recent volatility due to uncertainty surrounding the global economic impact of inflation and monetary policy. Such volatility has led to higher interest rates and may lead to higher overall costs of capital for both corporate and project lending. We aim to mitigate our exposure to interest rate volatility through interest rate swaps, but we will not be able to mitigate all interest rate risk. Additionally, we may sometimes prioritize access to capital or capital recycling over interest rates when determining when to access capital markets.
Regulatory
U.S. policy actions during the second Trump administration have generally supported continued LNG development, including the DOE's resumption of Non-FTA Nation export authorizations and final approvals for our CP2 Project. While the current regulatory environment has been favorable, it remains subject to change. These actions have resulted in increased opportunities to advance development of our projects, including our expansion projects. While we cannot predict whether these trends will continue or whether our applications, approvals or permits will attract significant opposition in the permitting processes, we intend to continue progressing our projects through the various permitting and regulatory channels over their expected timelines. Any future significant changes in the regulatory environment could have a material impact on our financial condition, results of operations and/or cash flows.
Post-COD SPAs
The Calcasieu Project is involved in disputes and arbitration proceedings with certain of its post-COD SPA customers. Such customers are asserting, among other claims, that the Calcasieu Project was delayed in achieving COD under its post-COD SPAs. Following the resolution of four arbitration proceedings, the Calcasieu Project remains involved in arbitration proceedings with three of its post-COD SPA customers.
We were notified in October 2025 that a partial final award had been issued in the arbitration proceedings with BP Gas Marketing Limited (“BP”). The award issued by the arbitration tribunal found that VGCP had breached its obligations to declare COD of the Calcasieu Project in a timely manner and act as a “Reasonable and Prudent Operator” pursuant to the BP post-COD SPA, along with certain other obligations. Remedies were not addressed in the partial final award and will be determined in a separate damages hearing which is scheduled to occur in May 2027. A final award is expected to be issued following the damages hearing. Based on the terms of
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the award, we do not anticipate that the final award will be subject to the seller aggregate liability limitation in the BP post-COD SPA. The remedies sought by BP include damages ranging from $3.7 billion to potentially in excess of $6.0 billion, as well as interest, costs and attorneys’ fees. We believe BP’s theory and calculations of damages are without merit and that the magnitude of damages sought by BP is not recoverable under the express terms of the post-COD SPA, which include express limits on the tribunal’s jurisdictional authority, although there can be no assurance as to the outcome of the damages portion of the arbitration.
We were notified in October 2026 that a partial final award had been issued in the arbitration proceedings with Galp Trading S.A. (“Galp”). A majority of the arbitration tribunal found that VGCP had breached its obligations to declare COD of the Calcasieu Project in a timely manner pursuant to the Galp post-COD SPA. A dissenting arbitrator found no breach. Remedies were not addressed in the majority’s partial final award and will be determined in a separate damages hearing yet to be scheduled. Based on the terms of the majority’s partial award, the final award will be subject to the $170 million seller aggregate liability limitation in the Galp post-COD SPA.
The remedies sought by the remaining Calcasieu Project post-COD SPA customer in arbitration proceedings include damages in excess of $2.0 billion, rather than the termination of the post-COD SPA. We believe this dispute is subject to the $255 million seller aggregate liability limitation under the post-COD SPA. However, this customer is also disputing whether the liability limitation in such post-COD SPA is applicable.
If these disputes are not resolved favorably, adverse outcomes could require substantial payments that exceed our liability accruals or the relevant limits under the post-COD SPAs. Such payments could negatively affect project-level cash flows, restrict distributions to us or cause acceleration of related debt under project-financing agreements. Our best estimate of potential financial impacts of these disputes is currently reflected in our financial statements and disclosures.
For further discussion, see Item 1A.—Risk Factors—Risks Relating to Regulation and Litigation—If we are unsuccessful in any current or potential future legal proceedings with customers, the amounts that we are required to pay may be substantial or certain of our post-COD SPAs may be terminated, which may lead to an acceleration of all our debt for the relevant project and adversely impact the trading price of our Class A common stock of our 2025 Form 10-K, and Part II Item 1.—Legal Proceedings of this Form 10-Q.
Critical Accounting Estimates
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. We evaluate our assumptions on an ongoing basis. While we believe the estimates used in the preparation of the condensed consolidated financial statements are appropriate, actual results could differ from these estimates.
Recent Accounting Pronouncements
For a summary of recent accounting pronouncements, see Note 19 – Recent Accounting Pronouncements in Item 1.—Financial Statements of this Form 10-Q.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes to the market risks disclosed in our 2025 Form 10-K.
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ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) are designed to ensure that information required to be disclosed by us in reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the appropriate time periods, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure.
We, under the supervision of and with participation of our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2026.
Changes in Internal Controls over Financial Reporting
There were no changes in our internal controls over financial reporting that occurred during the quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
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PART II
ITEM 1. LEGAL PROCEEDINGS
We are involved, and in the future may become involved, in various claims, lawsuits, administrative, regulatory and other proceedings incidental to the ordinary course of our business from time to time. We regularly analyze current information and, as necessary, provide accruals for probable liabilities on the eventual disposition of these matters. Other than as discussed below, there have been no material changes to the legal proceedings disclosure in our 2025 Form 10-K and in our Quarterly Reports on Form 10-Q for the periods ended March 30, 2026 and June 30, 2026.
Securities Litigation
On February 17, 2025, a putative securities class action complaint naming Venture Global, our directors and certain of our officers was filed in the U.S. District Court for the Southern District of New York. The complaint asserted claims under Sections 11 and 15 of the Securities Act on behalf of a putative class of all persons and entities who purchased or otherwise acquired our Class A common stock pursuant and/or traceable to the registration statement for the IPO. The complaint was voluntarily dismissed with prejudice on April 24, 2025.
Further, on April 15, 2025, a putative securities class action complaint naming Venture Global, our directors and certain of our officers and our underwriters, as well as Venture Global Partners II, LLC, was filed in the U.S. District Court for the Eastern District of Virginia and was subsequently transferred to the Southern District of New York. The complaint, as subsequently amended on September 15, 2025 and December 5, 2025, asserted claims under Sections 11, 12, and 15 of the Securities Act on behalf of a putative class of all persons and entities who purchased or otherwise acquired our Class A common stock pursuant and/or traceable to the registration statement for the IPO. It contended that certain statements made by the Company and certain of its officers and directors in the registration statement and prospectus for the IPO were allegedly false or misleading and sought unspecified damages on behalf of the putative class. On October 13, 2026, the Court entered an order and opinion granting with prejudice our motion to dismiss the amended complaint, and on October 15, 2026, the Court entered final judgment dismissing the case.
Further, on May 7, 2025, a putative shareholder derivative action complaint naming Venture Global, our directors, certain of our officers and certain of our underwriters was filed in the U.S. District Court for the Eastern District of Virginia and was subsequently transferred to the Southern District of New York. The complaint contended that certain statements made by the Company and certain of its officers and directors in the registration statement and prospectus for the IPO were allegedly false or misleading. The complaint asserted breaches of fiduciary duties, gross mismanagement, waste of corporate assets, unjust enrichment, and aiding and abetting, and sought unspecified damages for such breaches. Three additional putative shareholder derivative action complaints naming Venture Global, our directors, certain of our officers and certain of our underwriters, were filed in the U.S. District Court for the Southern District of New York on June 10, 2025, June 27, 2025 and June 30, 2025, respectively. Each of these three complaints contains substantially similar allegations to those described above. All four shareholder derivative action complaints were stayed pending resolution of our motion to dismiss the amended securities class action complaint described above, and will remain stayed through plaintiffs' appellate deadline. The Company believes all of the foregoing claims are without merit and intends to defend itself vigorously if these proceedings continue.
Arbitration Proceedings
On October 8, 2025, the ICC informed VGCP that a partial final award had been issued in the previously disclosed arbitration proceedings with BP regarding LNG sales from the Calcasieu Project under the post-COD SPA entered into by VGCP and BP. The award issued by the arbitration tribunal found that VGCP had breached its obligations to declare COD of the Calcasieu Project in a timely manner and act as a “Reasonable and Prudent Operator” pursuant to the post-COD SPA, along with certain other obligations. Remedies were not addressed in the partial final award and will be determined in a separate damages hearing, which has been scheduled to occur in May
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2027. A final award is expected to be issued following the damages hearing. Based on the terms of the award, the Company does not anticipate that the final award will be subject to the seller aggregate liability limitation in the BP post-COD SPA. The remedies sought by BP include damages ranging from $3.7 billion to potentially in excess of $6.0 billion, as well as interest, costs and attorneys’ fees. We believe BP’s theory and calculations of damages are without merit and that the magnitude of damages sought by BP is not recoverable under the express terms of the post-COD SPA, which include express limits on the tribunal’s jurisdictional authority, although there can be no assurance as to the outcome of the damages portion of the arbitration.
On October 7, 2026, the ICC informed VGCP that a partial final award had been issued in the previously disclosed arbitration proceedings with Galp regarding LNG sales from the Calcasieu Project under the post-COD SPA entered into by VGCP and Galp. A majority of the arbitration tribunal found that VGCP had breached its obligations to declare COD of the Calcasieu Project in a timely manner pursuant to the Galp post-COD SPA. A dissenting arbitrator found no breach. Remedies were not addressed in the majority’s partial final award and will be determined in a separate damages hearing yet to be scheduled. Based on the terms of the majority’s partial award, the final award will be subject to the $170 million seller aggregate liability limitation in the Galp post-COD SPA.
The remedies sought by the remaining Calcasieu Project post-COD SPA customer in arbitration proceedings include damages in excess of $2.0 billion, rather than the termination of the post-COD SPA. We believe this dispute is subject to the seller aggregate liability limitation under the post-COD SPA, which amounts to $255 million. However, this customer is also disputing whether the liability limitation in such post-COD SPA is applicable.
We disagree with the assertions and legal claims, and are defending each of the outstanding arbitrations. If the Calcasieu Project is unsuccessful in defending against these claims, the amounts it could be required to pay could be substantial, which could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects, as well as the trading price of our Class A common stock.
For further discussion, see Item 1A.—Risk Factors—Risks Relating to Regulation and Litigation—If we are unsuccessful in any current or potential future legal proceedings with customers, the amounts that we are required to pay may be substantial or certain of our post-COD SPAs may be terminated, which may lead to an acceleration of all our debt for the relevant project and adversely impact the trading price of our Class A common stock. and Item 3.—Legal Proceedings of our 2025 Form 10-K.
ITEM 1A. RISK FACTORS
There have been no material changes with respect to the risk factors disclosed in our 2025 Form 10-K, except as disclosed below.
Our strategy to expand into data center development and construction may not be successful and could adversely affect our business and financial condition.
We are pursuing opportunities to develop our own AI Utility, at sites we own or control. These markets are highly competitive and rapidly evolving, and our ability to successfully develop or participate in such projects will depend on a number of factors, including our ability to procure and deploy sufficient data center and power generation capacity, availability of capital, our ability to secure customers or strategic partners, our technical and operational expertise, our ability to obtain regulatory and land use approvals and the development of suitable sites and infrastructure. If we are unable to execute this strategy successfully, our anticipated growth opportunities may not materialize, and our business, financial condition and results of operations could be adversely affected. In addition, allocating resources to support data center and power infrastructure development and related initiatives may divert capital, personnel and management attention from our existing LNG business.
The development of data center and power infrastructure may also require significant capital investment and could affect the timing of our cash flows. Data center and power development may require substantial upfront capital expenditures for infrastructure, equipment and site development, while revenues from hosting, leasing or related services generally are not realized until construction is complete and customers have been onboarded. As a
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result, there may be a significant lag between capital investment and revenue generation, which could increase our short-term liquidity needs. We may need to seek additional financing to support these investments or to preserve liquidity during periods of market volatility, and such financing may not be available on favorable or acceptable terms or at all.
The success of our data center and power infrastructure development strategy may be affected by a number of factors, including the timely delivery and reliable performance of power generation equipment, supply chain disruptions, labor shortages, tariffs or trade restrictions, technological changes, changes in demand for data centers or AI technology, regulatory environment, increased public opposition to data center projects and our ability to develop or retain the specialized expertise required to construct and operate data center infrastructure.
We may also encounter difficulties in the design, engineering, development or modification of data center infrastructure, which could result in cost overruns and significant delays. Although we have experience deploying and operating large-scale, behind-the-meter power generation for our LNG projects, we have limited experience developing or operating data centers, and the likelihood of our success must be considered in light of the expenses, difficulties and delays frequently encountered in expanding into, and operating in, an industry that is competitive and rapidly evolving. If we are unable to successfully develop and operate anticipated data center projects, our business, financial condition, results of operations and prospects could be adversely affected.
The data center market is highly competitive, and our inability to compete could adversely affect our business, financial condition and results of operations.
The data center market is highly competitive and rapidly evolving. Our ability to generate revenue from our data center and power infrastructure projects depends on our ability to negotiate and enter into binding, long-term agreements with a limited number of potential customers for our data center capacity, and if these parties delay or decline to enter into such agreements, or if the terms are not favorable or acceptable to us, the construction and operation of our data center and power infrastructure projects could be significantly delayed, which could hinder our ability to gain market traction with other potential customers as compared to our competitors.
There can be no assurance that we will be able to compete successfully in this market, and our failure to do so could adversely affect our business, financial condition and results of operations.
Evolving governmental regulation and opposition from environmental groups and other stakeholders, including through litigation or reputational campaigns, could delay or prevent the permitting, construction or operation of our data center and power infrastructure projects.
A growing number of state and local governments have enacted, or are considering, moratoria, restrictive zoning amendments, energy efficiency mandates, water use restrictions, heightened permitting requirements and other land use and regulatory limitations that prohibit or significantly constrain the development of new data centers or related gas-fired generation facilities or other energy infrastructure, and similar measures could be adopted in jurisdictions where we develop or intend to develop our data center and power infrastructure projects. If such measures are adopted, we may be required to delay, redesign or abandon those projects, relocate to alternative sites that may be less suitable or more costly to develop, or incur significant unrecoverable costs for land, permitting, engineering and equipment. Negative public sentiment regarding the AI industry – including concerns about the societal implications of AI, its energy intensity and the pace of deployment – could result in adverse publicity, regulatory scrutiny, or political opposition that makes it more difficult for us to site, permit and construct our facilities. Public opposition to our projects could also lead to campaigns in the media or in political forums that adversely impact our reputation.
In addition, data center and energy infrastructure projects in the United States frequently face opposition from policymakers, non-governmental organizations, environmental advocacy coalitions and local stakeholders due to concerns about their consumption of energy, water and other resources and broader environmental and community impacts. These groups may intervene in or challenge regulatory proceedings, file administrative appeals, contest the issuance of required environmental permits or other governmental approvals or initiate litigation under the National
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Environmental Policy Act, the Clean Air Act, the Clean Water Act, the Endangered Species Act, analogous state laws or common law. Such opposition could result in the denial or delay of land use approvals, building permits or other approvals required to construct or commence commercial operation of our data centers, restrict our ability to expand, or lead to the imposition of conditions or mitigation measures that increase project costs or reduce project feasibility. Even unsuccessful challenges can delay project timelines, increase legal costs and discourage investment.
As a result, the construction and operation of our data center and power infrastructure projects could be delayed, suspended or abandoned, which could adversely affect our ability to generate revenue from any data center and power infrastructure projects we develop and our business, financial condition and results of operations.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Director and Officer Trading Plans
Other than as set forth below, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) have entered into a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) during the three months ended September 30, 2026.
| Name | Title | Date of adoption | Aggregate number of securities to be purchased or sold | Date of expiration | ||||||||||||||||||||||
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ITEM 6. EXHIBITS
| Exhibit Number | Description | ||||||||||
3.1† | Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on January 27, 2025) | ||||||||||
| 3.2† | Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K filed on March 6, 2025) | ||||||||||
4.1† | Form of Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 filed on December 20, 2024) | ||||||||||
| 10.1§ | Amendment No. 1, dated as of July 2, 2026, to Amended and Restated Engineering, Procurement and Construction Agreement, dated as of June 13, 2025, by and between Venture Global CP2 LNG, LLC and Worley Field Services Inc. | ||||||||||
| 10.2§ | Amendment No. 1, dated as of July 2, 2026, to Engineering, Procurement and Construction Agreement, dated as of January 30, 2026, by and between Venture Global CP2 LNG, LLC and Worley Field Services Inc. | ||||||||||
| 10.3§ | Amendment No. 2 to TLB Credit Agreement, dated as of August 3, 2026, among Blackfin Pipeline, LLC, as Borrower, Blackfin Pipeline Pledgor, LLC, as Parent, Blackfin Supply LLC, as Permitted Subsidiary, MUFG Bank, Ltd., as Administrative Agent, Sumitomo Mitsui Banking Corporation, as Collateral Agent, and the lenders party thereto from time to time | ||||||||||
| 10.4§ | Amendment No. 2 dated as of August 3, 2026, to Credit Agreement, dated as of April 10, 2026, by and among Calcasieu Pass Funding, LLC, as Borrower, Goldman Sachs Bank USA, as Administrative Agent and Collateral Agent, and the lenders party thereto from time to time | ||||||||||
| 10.5§ | Change Order No. 7, dated as of August 17, 2026, to the Amended and Restated Engineering, Procurement and Construction Agreement, dated as of June 13, 2025, by and between Venture Global CP2 LNG, LLC and Worley Field Services Inc. | ||||||||||
| 10.6§ | Change Order No. 9, dated as of August 28, 2026, to the Third Amended and Restated Engineering, Procurement and Construction Agreement, dated as of April 7, 2025, by and between Venture Global Plaquemines LNG, LLC and KZJV LLC | ||||||||||
| 10.7§ | Change Order No. 5, dated as of August 28, 2026, to the Amended and Restated Engineering, Procurement and Construction Agreement, dated as of April 7, 2025, by and between Venture Global Plaquemines LNG, LLC and KZJV LLC | ||||||||||
| 10.8§ | Change Order No. 11, dated as of August 28, 2026, to the Amended and Restated Purchase Order Contract for the Sale of Liquefaction Train System, dated as of January 19, 2022, by and between Baker Hughes Energy Services LLC and Venture Global Plaquemines LNG, LLC | ||||||||||
| 10.9§ | Change Order No. 6, dated as of August 28, 2026, to the Purchase Order Contract for the Sale of Liquefaction Train System, dated as of August 5, 2022, by and between Baker Hughes Energy Services LLC and Venture Global Plaquemines LNG, LLC | ||||||||||
| 10.10§ | Credit and Guaranty Agreement, dated as of September 2, 2026, among Venture Global LNG, Inc., as Borrower, the guarantors party thereto from time to time, the lenders and issuing banks party thereto from time to time, and Bank of America, N.A., as Administrative Agent | ||||||||||
| 10.11 | Amendment No. 1, dated September 29, 2026, to Credit and Guaranty Agreement, dated as of June 26, 2026, among Venture Global Shipping Holdings, LLC, as Borrower, Venture Global Shipping Pledgor, LLC, as Pledgor, the vessel owner guarantors party thereto, ING Capital LLC, as Facility Agent and Security Trustee, and the lenders party thereto | ||||||||||
| 10.12§ | Amendment No. 2, dated as of September 8, 2026, to Third Amended and Restated Engineering, Procurement and Construction Agreement, dated as of April 7, 2025, by and between Venture Global Plaquemines LNG, LLC and KZJV LLC | ||||||||||
| 10.13§ | Amendment No. 2, dated as of September 28, 2026, to Third Amended and Restated Engineering, Procurement and Construction Agreement, dated as of April 7, 2025, by and between Venture Global Plaquemines LNG, LLC and KZJV LLC | ||||||||||
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||||||||
| 31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||||||||
| 32.1 | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||||||||
| 32.2 | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||||||||
101.INS | Inline XBRL Instance Document | ||||||||||
101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||||||||||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||||||||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||||||||
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101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||||||||
| † | Incorporated by reference. | ||||
| § | Portions of this exhibit have been omitted in compliance with Regulation S-K, Item 601(a)(6) and/or Item 601(b)(10)(iv). | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 9, 2026
| VENTURE GLOBAL, INC. | |||||
| By: | /s/ Jonathan Thayer | ||||
Name: Jonathan Thayer | |||||
Title: Chief Financial Officer (on behalf of the registrant and as principal financial officer) | |||||
| By: | /s/ Sarah Blake | ||||
Name: Sarah Blake | |||||
Title: Chief Accounting Officer (on behalf of the registrant and as principal accounting officer) | |||||
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