Venture Global (VG) reports partial arbitration award in Shell dispute

Rhea-AI Filing Summary

Venture Global disclosed that an partial final award was issued by the International Chamber of Commerce, International Court of Arbitration in the arbitration between its indirect subsidiary Venture Global Calcasieu Pass, LLC (VGCP) and Shell NA LNG LLC concerning LNG sales from the Calcasieu Project under the parties' LNG sales and purchase agreement. The company furnished a press release describing the award as Exhibit 99.1.

The filing is furnished (not filed) and includes the company’s standard forward-looking statements disclaimer, noting uncertainty in arbitration outcomes and potential exposure to other legal proceedings and related risks; it refers investors to the company’s most recent Annual Report for additional factors affecting risks.

Positive

• Material update disclosed regarding arbitration involving a core commercial contract, improving investor transparency
• Press release furnished as Exhibit 99.1, enabling stakeholders to review the company announcement

Negative

• Filing does not include the award terms or quantify financial impact, leaving material uncertainty about consequences
• Company warns of potential exposure to other legal proceedings, indicating ongoing legal risk and uncertainty

Insights

Financial Analyst

TL;DR Material arbitration update between VGCP and Shell affecting Calcasieu Project commercial contract; company furnished the related press release.

The filing confirms the issuance of a partial final award by the ICC in a dispute over LNG sales under the Calcasieu Project sales agreement. This is a material legal update because it pertains directly to a core commercial contract tied to the company’s project revenue. The company furnished the press release as Exhibit 99.1 and included forward-looking disclaimers about uncertainties and potential additional legal exposure. The disclosure improves transparency but does not provide the award’s terms or quantified financial impact within this filing.

Arbitration / Legal Specialist

TL;DR ICC issued a partial final award in the VGCP v. Shell arbitration; the company furnished the announcement but did not disclose award details here.

The report identifies the arbitration forum (ICC, International Court of Arbitration) and the parties (VGCP and Shell NA LNG LLC) and confirms the subject matter as LNG sales under the Calcasieu Project sales agreement. The company explicitly furnished a press release (Exhibit 99.1) and reiterated standard forward-looking statements about uncertainties and potential further legal proceedings. The filing itself does not include the award text, remedies, or how any terms will be implemented, limiting legal clarity from this document alone.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Venture Global (VG) disclose in this Form 8-K?

The company disclosed that an ICC partial final award was issued in arbitration between VGCP and Shell regarding LNG sales from the Calcasieu Project and furnished a press release as Exhibit 99.1.

Who are the parties named in the arbitration mentioned by VG (VG)?

The arbitration is between Venture Global Calcasieu Pass, LLC (VGCP), an indirect subsidiary of Venture Global, and Shell NA LNG LLC.

What is the arbitration about according to the filing?

The dispute concerns LNG sales from the Calcasieu Project under the LNG sales and purchase agreement between VGCP and Shell.

Where can I find the company’s announcement about the award?

The announcement is furnished as a press release attached to the Form 8-K as Exhibit 99.1.

Does this filing include the award details or financial statements?

No; the filing furnishes a press release but does not include the award text, specific award terms, or financial statements or tables.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/12/2025 - 05:16 PM Learn about SEC filing dates

0002007855false00020078552025-08-122025-08-12

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): August 12, 2025

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 August 12, 2025, Venture Global, Inc. (“Venture Global” or the “Company”) issued a press release announcing the partial final award issued by the International Chamber of Commerce, International Court of Arbitration in the arbitration proceedings between Venture Global Calcasieu Pass, LLC (“VGCP”), an indirect subsidiary of the Company, and Shell NA LNG LLC (“Shell”) regarding LNG sales from the Calcasieu Project under the LNG sales and purchase agreement entered into by VGCP and Shell. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in this Item 7.01, including Exhibit 99.1 furnished herewith, 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Exhibit Title or Description

99.1

Press release dated August 12, 2025

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: August 12, 2025

By: /s/ Jonathan Thayer

Jonathan Thayer

Chief Financial Officer