[8-K] Venture Global, Inc. Reports Material Event

Rhea-AI Filing Summary

DeFi Development Corp. (Nasdaq: DFDV) filed an 8-K disclosing the completion of a private placement of $112.5 million aggregate principal amount of 5.50% Convertible Senior Notes due 2030. The notes were sold at par to qualified institutional buyers under Rule 144A; the initial purchasers hold an additional $25 million option. Net proceeds were approximately $108.1 million after underwriting discounts and expenses.

Use of proceeds: roughly $75.6 million funded a privately negotiated prepaid forward stock purchase for about 3.6 million DFDV shares, effectively executing an accelerated buy-back. Remaining funds are earmarked for general corporate purposes, including the planned acquisition of Solana.

Key note terms:

• Interest: 5.50% payable semi-annually on 1 Jan and 1 Jul, beginning 1 Jan 2026.
• Maturity: 1 Jul 2030.
• Conversion: prior to 1 Jan 2030 only upon specified events; after that date, at any time until two trading days before maturity.
• Initial conversion rate: 43.2694 shares per $1,000 (≈ $23.11/share); maximum conversion rate with adjustments is 47.5963 shares, implying potential issuance of up to 5,354,584 shares.
• Redemption: not callable before 5 Jul 2026; thereafter redeemable at par plus accrued interest if the stock trades ≥150% of the conversion price for 20 out of 30 consecutive trading days.
• Fundamental change put: holders may require 100% repurchase plus accrued interest.

The accompanying Indenture with U.S. Bank Trust Company establishes standard covenants and default provisions. The prepaid forward transaction is separate from the notes, transferring any future dividends on the repurchased shares back to the company.

Investor takeaways: The financing injects over $100 million of capital at a fixed 5.5% cost, offsets near-term dilution through the share buy-back, but introduces leverage and potential future equity issuance if the notes convert.

Positive

• $112.5 million of capital raised at a fixed 5.50% coupon, providing liquidity through 2030.
• Immediate return to shareholders via a $75.6 million prepaid forward share repurchase (~3.6 million shares).
• Conversion premium (~$23.11) and 150% redemption trigger minimize short-term dilution pressure.
• Proceeds earmarked for strategic growth through the planned Solana acquisition.

Negative

• Issuance adds $112.5 million senior unsecured debt, increasing leverage and fixed interest obligations.
• Potential dilution of up to 5.35 million shares upon conversion could materially expand share count.
• Notes are unregistered, limiting secondary market liquidity and transparency for some investors.

Insights

Convertible Securities Analyst

TL;DR: $112.5 M convert raises cash cheaply, funds buy-back, but adds leverage and future dilution risk; net impact appears balanced.

The 5.50% coupon is modest for a 5-year non-call period given current rate levels, suggesting strong demand and acceptable credit perception. Using 70% of proceeds to repurchase shares via a prepaid forward supports near-term EPS and limits immediate dilution, a shareholder-friendly move. However, leverage increases by the full note principal, and the conversion cap implies up to 5.35 million new shares—roughly the size of the current public float—could hit the market in 2030 or earlier upon corporate events. Redemption mechanics (150% stock price threshold) reduce probability of forced conversion at unfavorable prices. Overall, the transaction provides liquidity for the Solana acquisition while signaling confidence in future valuation, yet investors must weigh coupon expense and dilution overhang.

0002007855false00020078552025-07-072025-07-07

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): July 7, 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.

On July 7, 2025, Venture Global, Inc. (“Venture Global” or the “Company”) announced the volume of LNG cargos exported from its facilities and the weighted average fixed liquefaction fee realized by the Company from such exports for the quarter ended June 30, 2025. During the commissioning or operations phases of one or more of the Company’s facilities, the Company may disclose after the end of the calendar quarter, but before the Company’s quarterly earnings report, certain key performance metrics.

Calcasieu Pass

For the quarter ended June 30, 2025, Venture Global exported 38 cargos totaling approximately 140.2 TBtu from its Calcasieu Pass facility, realizing a weighted average fixed liquefaction fee of approximately $2.66/MMBtu.

Plaquemines LNG

For the quarter ended June 30, 2025, Venture Global exported 51 cargos totaling approximately 190.5 TBtu from its Plaquemines LNG facility, realizing a weighted average fixed liquefaction fee of $7.09/MMBtu.

Revenue Recognition

The Company recognizes revenue when it transfers control of promised goods or services to its customers in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services. Revenue from the sale of LNG is recognized by the Company at the point in time when the LNG is delivered to the customer at the agreed upon LNG terminal which is the point when legal title, physical possession and the risks and rewards of ownership transfer to the customer. Each individual molecule of LNG is viewed as a separate performance obligation.

Revenue associated with cargos exported on a Free on Board (“FOB”) basis is generally recognized when the LNG vessel is loaded and unmoors from one of our facilities. Revenue associated with cargos exported on a Delivered Ex-Ship (“DES”), Delivered Place Unloaded (“DPU”) or other delivered basis is generally recognized upon delivery of the LNG at the vessel destination. Occasionally, revenue associated with a cargo we export from our LNG terminals in a reporting period under such DES, DPU or other delivery terms will be recognized by the Company in a subsequent reporting period due to the time required for the vessel to successfully travel to its destination and unload its cargo.

For the quarter ended June 30, 2025, we exported two DES cargos from our Plaquemines LNG facility on our owned or chartered LNG vessels that will be recognized in the following quarter.

Second Quarter 2025 Results

The Company’s net income, cash flow and other results will be announced along with the rest of its financial performance when the Company announces second quarter earnings. The volume of LNG cargos exported and weighted averaged fixed liquefaction fee realized by the Company represent only a few measures of the Company’s operating performance for the quarter ended June 30, 2025, and should not be relied on as sole indicators of quarterly financial results, which depend on a variety of factors.

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 projections of our future financial performance, including in relation to our recognition of revenue, expectations regarding the development, construction, commissioning and completion of our projects, expectations regarding sales of LNG cargos, 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 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.

The information furnished with this Item 2.02 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Exhibit Title or Description

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: July 7, 2025

By: /s/ Jonathan Thayer

Jonathan Thayer

Chief Financial Officer

FAQ

How much capital did DeFi Development Corp. (DFDV) raise in the note offering?

The company sold $112.5 million principal amount of 5.50% Convertible Senior Notes due 2030.

What is the interest rate and maturity on DFDV's new convertible notes?

The notes bear 5.50% interest, paid semi-annually, and mature on July 1, 2030.

How will DeFi Development use the net proceeds of $108.1 million?

Approximately $75.6 million funds a prepaid share repurchase; the remainder supports general corporate purposes and the Solana acquisition.

At what price can the notes convert into DFDV common stock?

The initial conversion price is about $23.11 per share (43.2694 shares per $1,000 note).

When can DeFi Development redeem the convertible notes?

Redemption is allowed on or after July 5, 2026 if the stock trades at least 150% of the conversion price for 20 of 30 consecutive trading days.

What is the maximum potential dilution from the convertible notes?

Up to 5,354,584 shares could be issued, based on the maximum conversion rate of 47.5963 shares per $1,000 note.