Venture Global (NYSE: VG) subsidiary sells $3.0B in new senior secured notes

Rhea-AI Filing Summary

Venture Global, Inc. disclosed that its indirect wholly owned subsidiary, Venture Global Plaquemines LNG, LLC (VGPL), has issued two new series of senior secured notes totaling $3.0 billion. VGPL sold $1.75 billion of 6.125% senior secured notes due 2030 and $1.25 billion of 6.500% senior secured notes due 2034 in a private offering to qualified institutional buyers under Rule 144A and to non‑U.S. investors under Regulation S.

The 2030 notes mature on December 15, 2030, and the 2034 notes mature on June 15, 2034, with interest on both series paid semi‑annually on June 15 and December 15, starting June 15, 2026. The notes are guaranteed by Venture Global Gator Express, LLC and share collateral with VGPL’s existing term loan, revolving facilities and existing notes under a common indenture that includes customary covenants and events of default. VGPL may redeem each series before stated call dates with a make‑whole premium and at par plus accrued interest after those dates.

Insights

Corporate credit and capital structure analyst

Venture Global adds $3.0 billion of secured term debt at fixed coupons.

Venture Global Plaquemines LNG, LLC has issued $1.75 billion of 6.125% notes due 2030 and $1.25 billion of 6.500% notes due 2034. Both are senior secured and guaranteed by Venture Global Gator Express, LLC, sitting alongside the existing term loan, working capital facilities and prior notes on the same collateral package. The securities were placed privately with institutional and non‑U.S. investors, which is typical for project‑level financings.

The indenture includes a wide range of restrictive and maintenance covenants, covering additional debt incurrence, liens, restricted payments, investments, affiliate transactions and amendments to key project agreements and SPAs. These terms are designed to protect noteholders and can constrain financial policy at the project entities, while still allowing specific exceptions described as important limitations and exceptions.

Both series carry standard make‑whole call provisions before their respective call dates—September 15, 2030 for the 2030 notes and December 15, 2033 for the 2034 notes—and par calls plus accrued interest thereafter. The notes are effectively senior to unsecured debt at VGPL and the guarantor to the extent of the pledged collateral, but effectively subordinated to any debt secured by other assets outside this collateral pool.

0002007855false00020078552025-12-092025-12-09

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): December 9, 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 1.01. Entry into a Material Definitive Agreement.

On December 9, 2025 (the “Issue Date”), Venture Global Plaquemines LNG, LLC (“VGPL”), an indirect, wholly-owned subsidiary of Venture Global, Inc. (the “Company”) issued $1.75 billion aggregate principal amount of 6.125% senior secured notes due 2030 (the “2030 Notes”), and $1.25 billion aggregate principal amount of 6.500% senior secured notes due 2034 (the “2034 Notes” and, together with the 2030 Notes, the “Notes”).

The Notes were offered in the United States and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.

The Notes were issued by VGPL on the Issue Date pursuant to the second supplemental indenture, dated as of December 9, 2025, which supplements the first supplemental indenture, dated as of July 3, 2025, and the base indenture, dated as of April 21, 2025 (as supplemented, the “Indenture”), among VGPL, Venture Global Gator Express, LLC, as guarantor (the “Guarantor”), any other guarantor that may become a party thereto from time to time and Regions Bank, as trustee (the “Trustee”).

The 2030 Notes bear interest at a rate of 6.125% per annum and the 2034 Notes bear interest at a rate of 6.500% per annum, with interest on each series of notes payable semi-annually in arrears on June 15 and December 15 of each year, commencing on June 15, 2026. The 2030 Notes will mature on December 15, 2030, and the 2034 Notes will mature on June 15, 2034.

VGPL’s obligations under the Notes are guaranteed by the Guarantor and may be guaranteed by certain of VGPL’s future domestic subsidiaries, if any. The Notes and the guarantees are secured by certain collateral, and the Notes, the existing term loan and working capital revolving facilities entered into by VGPL, as borrower, and the Guarantor, as guarantor (the “A&R Credit Facility Agreement”) and the existing notes issued by VGPL on April 21, 2025 and on July 3, 2025 (collectively, the “Existing Notes”), share equally in such collateral.

The Indenture contains customary terms and events of default and certain restrictive and maintenance covenants that, among other things, limit or restrict the ability of, or require, as applicable, VGPL, the Guarantor and certain of VGPL’s future subsidiaries, if any, to (i) make restricted payments, (ii) incur additional indebtedness or issue preferred stock, (iii) guarantee the obligations of others, (iv) assume, incur, permit or suffer to exist liens on VGPL’s or their respective assets, (v) create or permit to exist or become effective any consensual encumbrance on the ability of a restricted subsidiary to pay dividends, pay indebtedness owed to VGPL, the Guarantor or any of VGPL’s other restricted subsidiaries, make loans or advances to VGPL, the Guarantor or VGPL’s other restricted subsidiaries, or sell, lease or transfer any properties or assets to VGPL, the Guarantor or any of VGPL’s other restricted subsidiaries, (vi) consolidate, merge or sell substantially all of VGPL’s or their respective assets or properties, (vii) make investments, loans or advances, (viii) enter into certain transactions or agreements with or for the benefit of VGPL’s or their respective affiliates, (ix) amend or modify certain material project agreements or certain qualifying SPAs, (x) enter into hedging agreements, (xi) maintain accounts and (xii) create subsidiaries. The Indenture covenants are subject to a number of important limitations and exceptions.

At any time or from time to time, prior to September 15, 2030 (three months prior to the maturity date of the 2030 Notes) (the “2030 Call Date”), VGPL may redeem the 2030 Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the 2030 Notes, plus the “make-whole” set forth in the Indenture, plus accrued and unpaid interest up to but excluding the redemption date. In addition, at any time or from time to time, on or after the 2030 Call Date, VGPL may redeem the 2030 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2030 Notes to be redeemed, plus accrued and unpaid interest, if any, on the 2030 Notes redeemed up to but not including the redemption date.

At any time or from time to time, prior to December 15, 2033 (six months prior to the maturity date of the 2034 Notes) (the “2034 Call Date”), VGPL may redeem the 2034 Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the 2034 Notes, plus the “make-whole” set forth in the Indenture, plus accrued and unpaid interest up to but excluding the redemption date. In addition, at any time or from time to time, on or after the 2034 Call Date, VGPL may redeem the 2034 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2034 Notes to be redeemed, plus accrued and unpaid interest, if any, on the 2034 Notes redeemed up to but not including the redemption date.

The Notes and the guarantees constitute VGPL’s and the Guarantor’s direct and unconditional senior secured obligations and rank senior in right of payment to any of VGPL’s and the Guarantor’s future indebtedness that is subordinated in right of payment to the Notes and the guarantees and are equal in right of payment with all of VGPL’s and the Guarantor’s existing and future indebtedness that is not subordinated, including the A&R Credit Facility Agreement and the Existing Notes. The Notes and the guarantees are effectively subordinated to all of

VGPL’s and the Guarantor’s indebtedness that is secured by assets, if any, other than the collateral securing the Notes, to the extent of the value of such assets. The Notes and the guarantees are effectively senior to all of VGPL’s and the Guarantor’s senior indebtedness that is unsecured to the extent of the value of the assets constituting the collateral securing the Notes.

A copy of the Indenture will be filed as an exhibit to the Company’s annual report on Form 10-K for the year ended December 31, 2025.

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 December 9, 2025, the Company issued a press release announcing that VGPL had closed a private offering of the Notes. 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 December 9, 2025, relating to VGPL’s offering of the Notes.

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: December 9, 2025

By: /s/ Jonathan Thayer

Jonathan Thayer

Chief Financial Officer

FAQ

What did Venture Global, Inc. (VG) announce in this 8-K?

Venture Global, Inc. reported that its subsidiary Venture Global Plaquemines LNG, LLC (VGPL) issued two new series of senior secured notes totaling $3.0 billion under a common indenture with existing project debt.

How much debt did VGPL issue and at what interest rates?

VGPL issued $1.75 billion of 6.125% senior secured notes due 2030 and $1.25 billion of 6.500% senior secured notes due 2034, with interest on both series payable semi‑annually.

When do Venture Global Plaquemines LNG9s new notes mature?

The 2030 notes mature on December 15, 2030, and the 2034 notes mature on June 15, 2034, with first interest payments on June 15, 2026.

Who guarantees VGPL9s new senior secured notes?

The notes are guaranteed by Venture Global Gator Express, LLC and may be guaranteed by certain future domestic subsidiaries of VGPL, with all such obligations sharing collateral with VGPL9s existing term loan, revolving facilities and existing notes.

How were the new Venture Global Plaquemines LNG notes offered?

The notes were offered in a private placement in the United States to persons reasonably believed to be qualified institutional buyers under Rule 144A and outside the United States to non‑U.S. persons under Regulation S.

What call and redemption features apply to the new notes issued by VGPL?

Before the September 15, 2030 call date for the 2030 notes and the December 15, 2033 call date for the 2034 notes, VGPL may redeem the notes at 100% of principal plus a make‑whole amount and accrued interest; after those dates, the notes are redeemable at par plus accrued interest.

What kinds of covenants are included in the new VGPL note indenture?

The indenture contains customary events of default and restrictive and maintenance covenants that address restricted payments, additional indebtedness, liens, affiliate transactions, investments, hedging, amendments to key project agreements and SPAs, and subsidiary creation, subject to specified limitations and exceptions.