VG Files 8-K Furnishing Aug 12 Press Release and Aug 13 Conference Call

Rhea-AI Filing Summary

Venture Global, Inc. furnished a press release on August 12, 2025 and will host a conference call on August 13, 2025 to discuss financial results for the quarter ended March 31, 2025. The press release is provided as Exhibit 99.1 to this Form 8-K.

The company states the press release and conference call reference non-GAAP financial measures and that Exhibit 99.1 includes a reconciliation from GAAP to non-GAAP. Venture Global also clarifies that the furnished information is not deemed "filed" under the Exchange Act. The report is signed by CFO Jonathan Thayer.

Positive

• Press release furnished as Exhibit 99.1 on August 12, 2025
• Conference call scheduled for August 13, 2025, allowing investor access to management commentary
• GAAP-to-non-GAAP reconciliation included in Exhibit 99.1, supporting transparency of non-GAAP metrics

Negative

• No financial results or numeric metrics are included in the text of this Form 8-K; investors must read Exhibit 99.1 or attend the call
• Information is furnished, not filed, meaning it is not subject to Section 18 filing liabilities

Insights

Financial Analyst

TL;DR: Routine earnings release notice; investors must review Exhibit 99.1 for the actual results and GAAP/non-GAAP reconciliation.

This Form 8-K notifies the market that Venture Global has furnished a press release and will host a conference call regarding results for the quarter ended March 31, 2025. The filing does not include numerical results within the body of the 8-K, instead directing readers to Exhibit 99.1. The presence of a GAAP-to-non-GAAP reconciliation in the exhibit is helpful for transparency, but the substantive financial metrics must be obtained from the press release or the call.

Corporate Governance Expert

TL;DR: Disclosure follows standard practice; furnishing (not filing) limits Section 18 liability while providing timely investor access to information.

The company explicitly states the furnished materials are not "filed" under the Exchange Act, which is a common practice to provide information while limiting certain statutory liabilities. The 8-K is signed by the CFO, indicating appropriate officer-level authorization. No governance or compliance issues are identified within this notice itself.

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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): 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 2.02 Results of Operations and Financial Condition.

Venture Global, Inc. (“Venture Global”) issued a press release on August 12, 2025 and will hold a conference call on August 13, 2025, regarding its financial results for the quarter ended March 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for 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, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Venture Global is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of GAAP to non-GAAP results is provided in the attached Exhibit 99.1 press release.

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

FAQ

When will Venture Global (VG) discuss its quarterly results?

Venture Global furnished a press release on August 12, 2025 and will hold a conference call on August 13, 2025 to discuss results for the quarter ended March 31, 2025.

Where can I find the press release referenced in the VG 8-K?

The press release is furnished as Exhibit 99.1 to the Form 8-K filed on August 12, 2025.

Does the press release include non-GAAP information?

Yes. The filing states that the press release and conference call reference non-GAAP measures and that Exhibit 99.1 provides a reconciliation to GAAP.

Is the information in this 8-K considered "filed" under the Exchange Act?

No. Venture Global states the information furnished in Item 2.02, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act.

Who signed the Form 8-K for Venture Global (VG)?

The Form 8-K is signed by Jonathan Thayer, Chief Financial Officer.