Venture Global (NYSE: VG) takes FID, closes $8.6B CP2 Phase 2 financing

Rhea-AI Filing Summary

Venture Global, Inc. has taken final investment decision and closed an $8.6 billion project financing for Phase 2 of its CP2 LNG project, bringing total CP2 financing to $20.7 billion. Through its subsidiary CP2, the company upsized its senior secured construction term loan facilities and working capital facility to fund Phases 1 and 2 of the CP2 liquefaction plant and CP Express pipeline in Louisiana.

The loans bear interest at SOFR or base rate plus margins of 2.25%–2.75% and 1.25%–1.75%, respectively, and are secured by first‑priority liens on substantially all CP2 and guarantor assets. The facilities include customary covenants limiting additional debt, liens, asset sales and restricted payments, and must be repaid by July 28, 2032. Management highlights that five major LNG project FIDs have now been reached in less than seven years, with more than $95 billion in capital markets transactions executed.

Positive

• Secured $8.6 billion Phase 2 financing, bringing CP2 project facilities to $20.7 billion, fully funding major portions of construction.
• Reached five LNG project final investment decisions in less than seven years, with over $95 billion in executed capital markets transactions.

Negative

• None.

Insights

Energy infrastructure and project finance analyst

Large non-recourse LNG project financing supports CP2 build-out and long-term growth.

Venture Global has expanded CP2’s construction and working capital facilities to an aggregate $20.7 billion, including $8.6 billion for Phase 2. These senior secured loans, drawn over time through 2030, fund development and construction of liquefaction and pipeline assets in Louisiana.

The debt is floating-rate, tied to SOFR or base rate plus margins of 2.25%–2.75% and 1.25%–1.75%. Covenants restrict additional leverage, liens, asset sales and upstream cash, with final maturity on July 28, 2032, which helps protect lenders but can limit financial flexibility at the project level.

Management notes five final investment decisions across projects and more than $95 billion of capital markets transactions. CP2’s peak capacity of 29 MTPA and largely contracted offtake underpin this financing, but actual returns will depend on execution, cost control and long-term LNG market conditions as the project advances toward completion dates in 2030.

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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): March 13, 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 1.01. Entry into a Material Definitive Agreement.

On March 13, 2026, Venture Global CP2 LNG, LLC (“CP2”), an indirect, wholly-owned subsidiary of Venture Global, Inc. (the “Company”), amended or amended and restated, as applicable, certain of its financing documents, by upsizing (i) the $11.25 billion senior secured first lien construction term loan facility (the “Phase 1 Construction/Term Facility”) by an aggregate amount equal to $7.85 billion (the “Phase 2 Construction/Term Facility”) and (ii) the $850.0 million senior secured first lien working capital revolving loan and letter of credit facility (the “Working Capital Facility” and, together with the Phase 1 Construction/Term Facility and the Phase 2 Construction/Term Facility, the “Project Facilities”) by $750.0 million, resulting in an aggregate amount of $20.7 billion under the Project Facilities, to fund a portion of project costs for Phases 1 and 2 of the CP2 natural gas liquefaction and export facility to be located alongside the Calcasieu Ship Channel in Cameron Parish, Louisiana and the related CP Express pipeline (collectively, the “CP2 Project”). The proceeds from the Phase 1 Construction/Term Facility can be drawn up until the earliest of (i) Phase 1 date certain (January 23, 2030, as may be extended) or (ii) the Phase 1 project completion date, and the proceeds from the Phase 2 Construction/Term Facility can be drawn up until the earliest of (i) Phase 2 date certain (September 30, 2030, as may be extended) or (ii) the Phase 2 project completion date, each subject to termination of commitments, and the proceeds therefrom will be deposited into the corresponding account to fund a portion of the costs of developing and constructing Phases 1 and 2 of the CP2 Project, respectively. Proceeds from the Working Capital Facility may be applied to satisfy obligations under existing project documents, fund reserve requirements, pay transaction fees and expenses in connection with the Project Facilities, working capital purposes and other general corporate purposes up to a certain amount. Borrowings under the Project Facilities bear interest at either the secured overnight financing rate (“SOFR”) or base rate, plus an applicable margin. The applicable margin rate for SOFR-based loans ranges from 2.25% to 2.75%. The applicable margin rate for base rate loans ranges from 1.25% to 1.75%. Interest on term SOFR loans is due and payable at the end of each interest period (but at least every three months) and interest on base rate loans is due and payable at the end of each calendar quarter. The obligations of CP2 under the Project Facilities are guaranteed by Venture Global CP Express, LLC and CP2 Procurement, LLC (jointly, the “Guarantors”), each an affiliate of CP2. The Project Facilities contain certain customary affirmative and negative covenants that among other things, limit the Company’s and the Guarantors’ ability to incur additional indebtedness, create liens, dispose of assets, or pay dividends, distributions or other restricted payments.

The loans under the Project Facilities must be repaid in full no later than July 28, 2032. The outstanding principal of the Project Facilities may be repaid, in whole or in part, at any time without premium or penalty (subject to breakage fees).

The Project Facilities are secured by a first-priority lien on substantially all of the assets of, as well as the equity interests in, CP2 and each of the Guarantors.

A copy of the amended and restated Common Terms Agreement and of the amendment to the Credit Facility Agreement governing the Project Facilities will be filed as exhibits to the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2026.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated herein by reference.

Item 8.01. Other Events.

On March 13, 2026, the Company issued a press release announcing that CP2 had closed the Project Facilities. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Exhibit Title or Description

99.1

Press release dated March 13, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: March 13, 2026

By: /s/ Jonathan Thayer

Jonathan Thayer

Chief Financial Officer

Venture Global Announces Final Investment Decision and Financial Close for Phase 2 of CP2 LNG

•$8.6 billion project financing for CP2 Phase 2 brings project’s total financing to $20.7 billion

•Project expected to make Venture Global the largest exporter of US LNG

•Unprecedented milestone of five FIDs in less than 7 years, with over $95 billion in capital markets transactions

Arlington, Va. – Today, Venture Global, Inc. (NYSE: VG) is announcing a final investment decision (FID) and successful closing of an $8.6 billion project financing for the second phase of the company’s third project, Venture Global CP2 LNG (CP2). When combined with the Phase One financing for CP2 announced July 2025, this milestone represents the largest standalone project financing in the U.S. bank market. The transaction garnered enormous interest from the world’s leading banks, resulting in over $19 billion of commitments for Phase Two in addition to the previous $34 billion of commitments for Phase One, and required no outside equity investment.

“We are extremely proud to have taken FID on the second phase of CP2, our third greenfield project, bringing Venture Global’s executed capital markets transactions to more than $95 billion,” said Venture Global CEO Mike Sabel. “The tireless dedication of our team has enabled us to reach five final investment decisions in less than seven years, positioning us to become the largest U.S. exporter of LNG once CP2 is fully online. With the Phase Two financing secured, we will build on the strong construction progress already underway and deliver reliable American LNG to customers around the world.”

CP2 will have a peak production capacity of 29 MTPA and has contracted to sell nearly all of its nameplate capacity on a long-term basis with customers predominantly located in Europe and Asia. Accordingly, CP2 is a strategically important project to global energy supply and security. Venture Global now has a total contracted capacity of over 49 MTPA, or nearly all of its nameplate capacity, across all three of its projects in Louisiana.

The lender group for the construction financing is comprised of the world’s leading banks, signaling significant demand for U.S. LNG investment not only in the United States but also in Europe and Asia. The lender group includes: Banco Santander, Bank of America, Bank of China, Barclays, CaixaBank, Canadian Imperial Bank of Commerce, Deutsche Bank, Goldman Sachs, Industrial and Commercial Bank of China, Intesa Sanpaolo, J.P. Morgan Chase, Landesbank Baden-Wuttemberg, Mizuho, National Bank of Canada, National Westminster Bank, Natixis, PNC Bank, Regions Bank, Royal Bank of Canada, Standard Chartered, Sumitomo Mitsui, The Bank of Nova Scotia, The Huntington National Bank, Truist, U.S. Bank National Association, and Wells Fargo.

Banco Bilbao Vizcaya Argentaria (BBVA) and MUFG Bank, Ltd. (MUFG) served as Lead Arrangers for CP2 LNG Phase 2’s Construction Term Loan and Working Capital Facility. Latham & Watkins LLP served as counsel to Venture Global and Skadden, Arps, Slate, Meagher & Flom LLP served as counsel to lenders across all facilities.

About Venture Global

Venture Global is an American producer and exporter of low-cost U.S. liquefied natural gas (LNG) with over 100 MTPA of capacity in production, construction, or development. Venture Global began producing LNG from its first facility in 2022 and is now one of the largest LNG exporters in the United States. The company’s vertically integrated business includes assets across the LNG supply chain including LNG production, natural gas transport, shipping and regasification. The company’s first three projects, Calcasieu Pass, Plaquemines LNG, and CP2 LNG, are located in Louisiana along the U.S. Gulf Coast. Venture Global is developing Carbon Capture and Sequestration projects at each of its LNG facilities.

Forward-looking Statements

This press release 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 statements about our future performance, our contracts, 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 our need for significant additional capital to construct and complete future projects and related assets, and our potential inability to secure such financing on acceptable terms, or at all; 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 global trade dynamics, international trade agreements and the United States’ position on international trade, including the effects of tariffs; our dependence on our EPC and other contractors for the successful completion of our projects, 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; 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, 2024 as filed with the Securities and Exchange Commission (“SEC”) and any subsequent reports filed with the SEC.

Any forward-looking statements contained herein speak only as of the date of this press release and are based on assumptions that we believe to be reasonable as of this date. We undertake no obligation to update these statements to reflect subsequent events or circumstances, except as may be required by law.

Investor contact:

Ben Nolan

IR@ventureglobalLNG.com

Media contact:

Shaylyn Hynes

press@ventureglobalLNG.com

FAQ

What major financing did Venture Global (VG) announce for CP2 Phase 2?

Venture Global closed an $8.6 billion project financing for Phase 2 of its CP2 LNG project. Combined with prior Phase 1 funding, this brings total CP2 project facilities to $20.7 billion, supporting construction of liquefaction and associated pipeline infrastructure in Louisiana.

How are Venture Global’s CP2 Project Facilities structured and priced?

The CP2 Project Facilities include senior secured construction term loans and a working capital facility. Borrowings bear interest at SOFR plus 2.25%–2.75% or base rate plus 1.25%–1.75%. Interest is payable at each interest period end for SOFR loans and quarterly for base rate loans.

When do Venture Global’s CP2 project loans mature and how can they be repaid?

The loans under the CP2 Project Facilities must be repaid in full no later than July 28, 2032. Venture Global’s CP2 subsidiary may repay principal, in whole or in part, at any time without premium or penalty, other than customary breakage fees on certain prepayments.

What collateral and guarantees support Venture Global’s CP2 financing?

The CP2 Project Facilities are secured by a first-priority lien on substantially all assets of CP2 and its guarantor affiliates. Equity interests in CP2 and each guarantor are also pledged, providing lenders with robust security over the project’s core liquefaction and pipeline assets.

How much LNG capacity is associated with Venture Global’s CP2 project?

The CP2 LNG project is expected to have peak production capacity of 29 MTPA. Venture Global states that nearly all of CP2’s nameplate capacity is contracted on a long-term basis, primarily with customers in Europe and Asia, supporting global energy supply and security.

What overall contracted LNG capacity does Venture Global (VG) report?

Across its three Louisiana LNG projects, Venture Global reports total contracted capacity of over 49 MTPA. This represents nearly all of the company’s combined nameplate capacity and underpins its strategy to become one of the largest exporters of U.S. liquefied natural gas.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 13.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB