Arbitration ruling favors Venture Global (NYSE: VG) in Repsol LNG dispute

Rhea-AI Filing Summary

Venture Global, Inc. reported that the International Chamber of Commerce International Court of Arbitration has issued a final award in favor of its indirect subsidiary Venture Global Calcasieu Pass, LLC in an arbitration with Repsol LNG Holding, S.A. over LNG sales under their long-term sales and purchase agreement for the Calcasieu Project.

The tribunal found that Venture Global Calcasieu Pass acted as a “Reasonable and Prudent Operator” when it declared commercial operation date on April 15, 2025, and it denied Repsol’s claims in their entirety. The tribunal also awarded fees to Venture Global Calcasieu Pass.

The company notes that multiple proceedings have now affirmed its position that it has honored the clear and mutually agreed terms of its long-term contracts, and it refers investors to its Form 10-K risk factors for further discussion of arbitration and litigation risks.

Positive

• Final ICC arbitration award favors Venture Global Calcasieu Pass, confirming it acted as a “Reasonable and Prudent Operator” in declaring COD on April 15, 2025 and denying Repsol’s claims in full.
• Tribunal awarded fees to Venture Global Calcasieu Pass, providing a monetary benefit in addition to the dismissal of Repsol’s claims in the LNG sales dispute.

Negative

• None.

Insights

Litigation and credit risk analyst

Arbitration win removes a key contract dispute and brings fee recovery.

The final ICC arbitration award in favor of Venture Global Calcasieu Pass, LLC confirms that it acted as a “Reasonable and Prudent Operator” when declaring commercial operation date on April 15, 2025. The tribunal denied Repsol LNG Holding, S.A. claims in their entirety and awarded fees to Venture Global Calcasieu Pass, which supports the company’s interpretation of the long-term LNG sales and purchase agreement.

The company’s risk factor disclosure notes that unsuccessful arbitrations could lead to substantial payments or termination of post-COD sales and purchase agreements, with potential acceleration of project debt. This outcome goes in the opposite direction, aligning with management’s statement that multiple proceedings have affirmed its contract performance. Subsequent company filings may provide additional detail on any financial impact of the fee award or on remaining arbitration exposures.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 21, 2026

Venture Global, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-42486			93-3539083
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)
1001 19th Street North, Suite 1500						22209
Arlington, VA						(Zip Code)
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (202) 759-6740

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, $0.01 par value per share

VG

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 7.01 Regulation FD Disclosure.

On January 21, 2026, the International Chamber of Commerce (“ICC”) International Court of Arbitration informed Venture Global Calcasieu Pass, LLC (“VGCP”), an indirect subsidiary of Venture Global, Inc. (“Venture Global” or the “Company”) that a final award had been issued in the previously disclosed arbitration proceedings with Repsol LNG Holding, S.A. (“Repsol”) regarding LNG sales from the Calcasieu Project under the long-term LNG sales and purchase agreement entered into by VGCP and Repsol (the “SPA”).

The award issued by the arbitration tribunal found that VGCP had acted as a “Reasonable and Prudent Operator” in accordance with the SPA in declaring COD on April 15, 2025, and denied Repsol’s claims in their entirety. Additionally, the arbitration tribunal awarded fees to VGCP.

The Company is pleased that another arbitral tribunal has ruled in VGCP’s favor in the proceeding with Repsol. Multiple proceedings have now affirmed what the Company has stated from the outset: VGCP has fully honored the clear and mutually agreed-upon terms of its long-term contracts without exception.

For further discussion, see Item 1A.—Risk Factors—Risks Relating to Regulation and Litigation—If we are unsuccessful in any current or potential future arbitration 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 on our Annual Report on Form 10-K for the year ended December 31, 2024.

The information in this Item 7.01, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Forward-Looking Statements

This current report on Form 8-K 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 (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (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 and assumptions about us, may include expectations relating to the outcome of the arbitrations currently pending against us, the terms of any interim or final awards issued in the context of such arbitrations and the potential exposure to other legal proceedings and/or arbitrations that public authorities, shareholders, suppliers, contractors, customers and others may seek to bring against us. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause the outcome of such arbitrations and/or legal proceedings to differ materially from the outcomes expressed or implied by the forward-looking statements. Those factors are more fully detailed in our most recent Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”) and any subsequent reports filed with the SEC. In addition, any forward-looking statements contained herein are based on assumptions that we believe to be reasonable as of this date. We undertake no obligation to update these statements as a result of new information or future events.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Venture Global, Inc.

Dated: January 21, 2026

By: /s/ Jonathan Thayer

Jonathan Thayer

Chief Financial Officer

FAQ

What did Venture Global, Inc. (VG) announce regarding the Repsol arbitration?

Venture Global, Inc. reported that the ICC International Court of Arbitration issued a final award in favor of its subsidiary Venture Global Calcasieu Pass, LLC in its arbitration with Repsol LNG Holding, S.A. over LNG sales under their long-term sales and purchase agreement.

How did the arbitration tribunal rule on Repsols claims against Venture Global Calcasieu Pass?

The arbitration tribunal found that Venture Global Calcasieu Pass had acted as a “Reasonable and Prudent Operator” in declaring COD on April 15, 2025, and it denied Repsols claims in their entirety.

Did Venture Global Calcasieu Pass receive any monetary relief in the arbitration with Repsol?

Yes. In addition to denying Repsols claims, the arbitration tribunal awarded fees to Venture Global Calcasieu Pass, LLC.

What project and contract were involved in Venture Globals arbitration with Repsol?

The dispute related to LNG sales from the Calcasieu Project under a long-term sales and purchase agreement (SPA) between Venture Global Calcasieu Pass, LLC and Repsol LNG Holding, S.A.

How does Venture Global, Inc. describe the broader context of arbitration risks?

Venture Global, Inc. points to its Form 10-K risk factor that states if it is unsuccessful in current or potential future arbitrations with customers, it may have to pay substantial amounts or face termination of certain post-COD SPAs, which may lead to acceleration of project debt.

What does Venture Global, Inc. say about its performance under long-term contracts?

The company states that multiple proceedings have now affirmed its view that Venture Global Calcasieu Pass has fully honored the clear and mutually agreed-upon terms of its long-term contracts without exception.